▸ A substantial number of shares of our common stock are issuable under the New Warrants and, if the New Warrants are exercised, they will have a dilutive impact, which could cause the price of our common stock to decline.· · · · ● 1 ▸ Changes in corporate tax rates, tax incentives for renewable energy projects, the realization of net deferred tax assets relating to our U.S. operations, the taxation of foreign earnings and the deductibility of expenses under future· · · · ● 1 ▸ If one of our products were to cause injury to someone or cause property damage, including as a result of product malfunctions, defects or improper installation, then we could be exposed to product liability claims. We could incur· · · · ● 1 ▸ We do not intend to apply for any listing of the New Warrants on any exchange or nationally recognized trading system, and we do not expect a market to develop for the unregistered New Warrants.· · · · ● 1 ▸ We had no sales under our ATM program during 2024.· · · · ● 1 ▸ Certain provisions of the New Warrants could discourage an acquisition of us by a third party.· · · ● ● 2 rw ▸ For further discussion, see "Liquidity and Capital Resources" in Part II, Item 7 below.· · · ● ● 2 ▸ Risks Related to Our Capital Strategy, Our Credit Agreement and Ownership of Our Common Stock· · · ● ● 2 rw ▸ We face risks related to extreme weather events caused by climate change and actual or threatened health epidemics, which could significantly disrupt our operations.· · · ● ● 2 ▸ A significant cybersecurity incident or other disruption to our technology infrastructure could disrupt our business operations and cause financial and reputational damage.· ● ● ● ● 4 ▸ group Risks Related to Climate Change and Health Epidemics· ● ● ● ● 4 rw ▸ Any failure by us to develop or adopt new or enhanced technologies or processes, or to adapt or react to changes in existing technologies, could result in product obsolescence, the loss of competitiveness of our products, including· · · ● · 1 ▸ Raising additional funds may cause dilution to existing stockholders and/or may restrict our operations or require us to relinquish proprietary rights.· · · ● · 1 ▸ There may be future sales of our securities or other dilution of our equity, which may adversely affect the market price of our common stock.· · · ● · 1 ▸ Warrants offered by this prospectus could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.· · · ● · 1 ▸ Our products and services use certain software licensed by its authors or other third parties under so-called “open-source” licenses. Some of these open-source licenses may contain requirements that we make available source· · ● · · 1 ▸ We may be negatively impacted by the deterioration in financial conditions of our limited number of contract manufacturers. If any of our contract manufacturers were unable or unwilling to manufacture the components that we· ● · · · 1 ▸ A decrease in the price of electricity may harm our business, prospects, financial condition and results of operations.● ● ● · · 3 rw ▸ Failure to effectively utilize information technology systems could disrupt our business or reduce our sales or profitability.● · · · · 1 ▸ Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.● · · · · 1 ▸ If potential owners of solar energy systems incorporating our solar tracker systems are unable to secure financing on acceptable terms, we could experience a reduction in the demand for our products.● ● ● · · 3 ▸ Our directors, executive officers and principal stockholders will continue to have significant influence over our company, which could limit your ability to influence the outcome of key transactions, including a change of control.● ● ● ● · 4 rw ▸ Our limited operating history and the rapidly changing solar industry make it difficult to evaluate our current business and future prospects and we may not achieve profitability in the future.● ● ● · · 3 ▸ Our solar tracker systems and associated products and services may not achieve broader market acceptance, which would prevent us from increasing our revenue and market share.● ● ● · · 3 ▸ group Risks Related to Ownership of Our Common Stock● ● ● · · 3 ▸ group Risks Related to the COVID-19 Pandemic● · · · · 1 ▸ Risks related to information technology and data privacy – We face reputational and monetary risks from cybersecurity incidents and the unauthorized disclosure of personal or sensitive data relating to our employees, customers, vendors and others.● ● ● · · 3 rw ▸ Risks related to intellectual property – We face the risk of not being able to adequately protect or defend our intellectual property and property rights in the various countries in which we do business.● ● ● · · 3 ▸ The issuance by us of additional shares of common stock or convertible securities may dilute your ownership of us and incurrence of indebtedness may restrict our operations, both of which could adversely affect our stock price.● · · · · 1 ▸ The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”● ● ● · · 3 ▸ We are an “emerging growth company” and have taken advantage of the reduced disclosure requirements applicable to emerging growth companies which may make our common stock less attractive to investors.● ● ● ● · 4 ▸ We face risks related to actual or threatened health epidemics, such as the recent COVID-19 pandemic, and other outbreaks, which could significantly disrupt our operations.● ● ● · · 3 rw ▸ We have a history of losses that may continue in the future, and we may not achieve profitability or generate positive cash flow.● ● ● · · 3 rw ▸ Our stock price has been volatile and may continue to be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares of common stock at or above the price you paid.● ● ● · ● 4 rw ▸ Actions addressing determinations of forced labor practices in China and legislation and policies adopted to address such practices may disrupt the global supply of solar panels and affect our business.● ● ● ● ● 5 ▸ An active, liquid trading market for our common stock may not be sustained.● ● ● ● ● 5 ▸ Any interruption in the supply of limited source components for our products would adversely affect our ability to meet scheduled product deliveries to our customers, could result in lost revenue or higher expenses and would harm our business.● ● ● ● ● 5 ▸ Changes in tax laws or regulations that are applied adversely to us, or our customers, could materially adversely affect our business, prospects, financial condition and results of operations.● ● ● ● ● 5 rw ▸ Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenue, results of operations or cash flows.● ● ● ● ● 5 ▸ Defects or quality or performance problems in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from defective products.● ● ● ● ● 5 ▸ Failure by our contract manufacturers to use ethical business practices and comply with applicable laws and regulations may adversely affect our business.● ● ● ● ● 5 ▸ If we fail to retain key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth, and our business could suffer.● ● ● ● ● 5 rw ▸ If we fail, in whole or in part, to obtain, maintain, protect, defend or enforce our intellectual property and other proprietary rights, our business and results of operations could be materially harmed.● ● ● ● ● 5 ▸ Our dependence on a limited number of customers, the payment terms we agree to with such customers and the expected timing of customer project development activity may impair our ability to operate profitably.● ● ● ● ● 5 rw ▸ Our success in providing panel agnostic versions of our solar tracker systems will depend in part upon our ability to continue to work closely with leading solar panel manufacturers.● ● ● ● ● 5 ▸ group Risks Related to Government Regulations and Legal Compliance● ● ● ● ● 5 ▸ group Risks Related to Information Technology and Data Privacy● ● ● ● ● 5 ▸ group Risks Related to Intellectual Property● ● ● ● ● 5 ▸ group Risks Related to Manufacturing and Our Supply Chain● ● ● ● ● 5 rw ▸ group Risks Related to Our Business and Our Industry● ● ● ● ● 5 ▸ The concentration of our sales in a limited number of specific markets increases risks associated with the reduction, elimination or expiration of governmental subsidies and economic incentives for solar energy products.● ● ● ● ● 5 ▸ The interruption of the flow of components from international contract manufacturers could disrupt our supply chain, including as a result of the imposition of additional laws, duties, tariffs and other charges on imports and exports.● ● ● ● ● 5 ▸ The market for our products and services is highly competitive and rapidly evolving, and we expect to face increased competition.● ● ● ● ● 5 rw ▸ The price of our common stock could decline if securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us.● ● ● ● ● 5 ▸ Unauthorized disclosure of personal or sensitive data or confidential information, whether through our use of artificial intelligence ("AI"), a breach of our computer or information technology systems or otherwise, could severely hurt our business.● ● ● ● ● 5 rw ▸ We could be adversely affected by any violations of the FCPA and other foreign anti-bribery laws, as well as of export controls and economic sanctions laws.● ● ● ● ● 5 ▸ We depend upon a limited number of outside contract manufacturers, and our operations could be disrupted if our relationships with these contract manufacturers are compromised.● ● ● ● ● 5 ▸ We do not intend to pay dividends on our common stock for the foreseeable future.● ● ● ● ● 5 ▸ We may experience delays, disruptions or quality control problems in our contract manufacturers’ manufacturing operations, which could result in reputational damage and other liabilities to our customers.● ● ● ● ● 5 ▸ We may not have sufficient insurance coverage to cover business continuity and cybersecurity incidents.● ● ● ● ● 5 rw ▸ We plan to continue expanding into additional international markets, which will expose us to additional regulatory, economic, political, reputational and competitive risks.● ● ● ● ● 5 rw ▸ We use “open-source” software, and any failure to comply with the terms of one or more open-source licenses could negatively affect our business.● ● ● ● ● 5