▸ Changes to applicable tax laws or regulations or the interpretation thereof or the imposition of new or increased taxes or fees could increase our future tax liabilities and adversely affect our business, financial condition, and cash flows.· · · · ● 1 ▸ Many of our employees, consultants, and advisors are currently or were previously employed or engaged at other companies in our field, including our competitors or potential competitors. Although we take commercially reasonable· · · · ● 1 ▸ Our ability to use certain of our current and future net operating loss and tax credit carryforwards may be limited and could adversely affect our operating results and cash flows.· · · · ● 1 ▸ Our services depend on the creation of renewable energy by third parties, and changes to regulations and policies affecting renewable energy may adversely impact our business.· · · · ● 1 ▸ Such attacks against online networks have become more prevalent and there is an increased likelihood they may occur on our IT Systems or those of our third-party service providers in the future. Furthermore, because the techniques used to· · · · ● 1 ▸ The design of our G-VAULT and H-VAULT products are based on established principles that are deployed in a novel way; the products are intended to provide longer energy storage durations than are provided by other types of energy storage systems.· · · · ● 1 ▸ We may be unable to achieve our strategic priorities in emerging markets.· · · · ● 1 ▸ Changes to U.S. tariff and import/export regulations may have a negative effect on our business, financial condition and results of operations.· · · ● ● 2 ▸ Government control of currency conversion and expatriation of funds may affect our liquidity.· · · ● ● 2 ▸ group Risks Related to Our IP and Technology· · · ● ● 2 ▸ We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed proprietary information or know-how of their current or former employers or claims asserting ownership of what we regard as our own IP rights.· · · ● ● 2 ▸ Material weaknesses in our internal control over financial reporting could have a significant adverse effect on our business and the price of our common stock.· · ● ● ● 3 ▸ These lengthy sales and installation cycles increase the risk that our customers fail to satisfy their payment obligations or cancel orders before the completion of the transaction or delay the planned date for installation.· · ● ● ● 3 ▸ Action by governmental authorities and local residents to restrict construction or use of our systems or the projects/facilities that rely on our systems in their localities could substantially harm our business and financial results.· ● ● ● ● 4 rw ▸ Activist stockholders may attempt to effect changes to our company, which could adversely affect our corporate governance, results of operations, and financial condition.· ● ● ● ● 4 ▸ Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and adversely affect our financial results.· ● ● ● ● 4 ▸ Changes in business, economic, or political conditions, including overall changes in demand, are beyond our control and could impact our business, resulting in lower revenues and other adverse effects to our results of operations.· ● ● ● ● 4 ▸ Concentration of ownership among our named executive officers, directors, and their affiliates may prevent new investors from influencing significant corporate decisions.· ● ● ● ● 4 rw ▸ Even if renewable energy and energy storage become more widely adopted, our energy storage technology may not achieve widespread market acceptance or may be less cost-effective as compared to competing technologies.· ● ● ● ● 4 ▸ Fuel prices, including volatility in the cost of diesel or natural gas or a prolonged period of low gasoline and natural gas costs, could decrease incentives to transition to renewable energy.· ● ● ● ● 4 ▸ Government reviews, inquiries, investigations, and actions could harm our business or reputation.· ● ● ● ● 4 ▸ If our estimates of the useful life for our energy storage systems are inaccurate or we do not meet service and warranties and performance guarantees, our business and financial results could be adversely affected.· ● ● ● ● 4 ▸ If we are not able to reduce our cost structure in the future, our ability to become profitable may be impaired.· ● ● ● ● 4 ▸ If we or our customers are unable to procure financing partners willing to finance deployments of our products or if the cost of such financing exceeds our estimates, our business would be negatively impacted.· ● ● ● ● 4 rw ▸ Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect our reported assets, liabilities, income, revenue or expenses.· ● ● ● ● 4 ▸ Increased attention to, and scrutiny of, ESG matters could increase our costs, harm our reputation, impact our share price or access to or cost of capital, or otherwise adversely impact our business.· ● ● ● ● 4 rw ▸ Investors may find the Company’s common stock less attractive because the Company will rely on these exemptions, which may result in a less active trading market for our common stock and its price may be more volatile.· ● ● ● ● 4 ▸ Labor disputes could disrupt our ability to serve our customers and/or lead to higher labor costs.· ● ● ● ● 4 ▸ Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs, negative publicity and requirements resulting in increased expenses.· ● ● ● ● 4 ▸ Operational costs can be difficult to predict and may include costs from requirements related to the decommissioning of our systems.· ● ● ● ● 4 ▸ Our business model depends on acceptance of our technology by our customers, retaining existing customers, obtaining new customers, and the success of our business model.· ● ● ● ● 4 rw ▸ Our energy storage systems’ performance may not meet our customers’ expectations or needs.· ● ● ● ● 4 ▸ Our future growth depends upon our ability to maintain relationships with third parties, and the terms and enforceability of many of these relationships are not certain.· ● ● ● ● 4 ▸ Our insurance coverage, customer indemnifications or other liability protections may be unavailable or inadequate to cover all of our significant risks, which could adversely affect our profitability and overall financial position.· ● ● ● ● 4 ▸ Our limited operating history and our rapidly evolving industry make it difficult to evaluate our business, the risks and challenges we may face and future prospects.· ● ● ● ● 4 ▸ Our operations are international, and expanding operations in some international markets could expose us to additional risks.· ● ● ● ● 4 ▸ Our systems often rely on interconnections to distribution and transmission facilities that are owned and operated by third parties, and as a result, are exposed to interconnection and transmission facility development and curtailment risks.· ● ● ● ● 4 ▸ Our total backlog, bookings and developed pipeline may not be indicative of our future revenue, which could have a material adverse impact on our business, financial condition, and results of operations.· ● ● ● ● 4 rw ▸ group Risks Related to Government Regulation· ● ● ● ● 4 ▸ group Risks Related to Our Business and Our Industry· ● ● ● ● 4 ▸ group Risks Related to Our Financial Condition and Liquidity· ● ● ● ● 4 ▸ group Risks Related to Ownership of Our Securities· ● ● ● ● 4 rw ▸ Should we pursue acquisitions in the future, it would be subject to risks associated with acquisitions.· ● ● ● ● 4 ▸ The Company may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the Company’s common stock.· ● ● ● ● 4 ▸ The economic benefit of our energy storage systems to us and to our customers depends on the cost of electricity available from alternative sources, including local electric utility companies, which cost structure is subject to change.· ● ● ● ● 4 rw ▸ The size of our G-VAULT products may negatively impact our ability to enter into contracts with customers or obtain government permits and approvals.· ● ● ● ● 4 rw ▸ There can be no assurance that our common stock will be able to continue to comply with the continued listing standards of the NYSE.· ● ● ● ● 4 ▸ We are an early stage company with a history of losses, and expect to incur significant expenses and continuing losses for the foreseeable future, and we may not be able to achieve profitability in the future.· ● ● ● ● 4 ▸ We are subject to a series of risks related to climate change.· ● ● ● ● 4 ▸ We could be liable for environmental, health, and safety (“EHS”) issues resulting from our operations, which could impact our reputation, our business, and our operating results.· ● ● ● ● 4 rw ▸ We depend on a limited number of customers for the majority of our revenue, and the loss of any one of these customers could substantially reduce our revenue and impact our liquidity.· ● ● ● ● 4 ▸ We depend upon component and product manufacturing and logistical services provided by third parties, many of whom are located outside of the U.S.· ● ● ● ● 4 ▸ We face additional risks to the extent that customers choose to purchase energy storage and dispatch of electricity from systems we build and in which we retain an ownership interest rather than purchase an energy storage system.· ● ● ● ● 4 ▸ We intend to explore alternative, co-active use case opportunities for our systems, but there is no assurance that such opportunities exist or that they would be as beneficial to us as we expect.· ● ● ● ● 4 ▸ We may be unable to protect, defend, maintain or enforce IP rights on which our business depends, including as against existing or future competitors, which may adversely affect our growth and success.· ● ● ● ● 4 rw ▸ We utilize open-source software, which may pose particular risks to our proprietary software and solutions.· ● ● ● ● 4 ▸ As a public reporting company, we are subject to the rules and regulations established from time to time by the SEC and NYSE. These rules and regulations require, among other things, that we have, and periodically evaluate, procedures with· · · ● · 1 ▸ For the year ended December 31, 2024, the Company recognized $11.7 million in impairment charges on our investment in KORE Power, Inc. due to a decline in their financial performance.· · · ● · 1 ▸ The Company may retain future earnings, if any, for future operations and expansion and has no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends will be made at the discretion of the· · · ● · 1 ▸ There can be no assurance that our backlog, bookings and developed pipeline will result in actual revenue in the future in any particular period, or at all. This is because the actual receipt, timing, and amount of revenue under contracts included· · · ● · 1 ▸ We use open-source software in our solutions and will use open-source software in the future. Companies that incorporate open-source software into their solutions have, from time to time, faced claims challenging the use of open-source software· · · ● · 1 ▸ While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve the ESG profile of our company or to respond to stakeholder expectations, such initiatives may be costly and· · · ● · 1 ▸ Any significant disruption in our computer systems, some of which will be hosted by third-party providers, could damage our reputation and result in negative publicity, which would harm our business and results of operations.· ● · · · 1 ▸ Because of the long sales cycles and the expected limited number of customers for our energy storage systems, our operating results will likely fluctuate significantly from period to period.· ● · · · 1 ▸ Changes in regulatory enforcement policies and priorities may negatively impact the management of our business, results of operations, and ability to compete.· ● ● · · 2 ▸ Changes in tax laws and regulations may have a material adverse effect on our business, financial condition, and result of operations.· ● ● ● · 3 ▸ Cyber-attacks and other security breaches could have an adverse effect on our business, harm our reputation and expose us to liability.· ● · · · 1 ▸ Our ability to use net operating losses and other tax attributes to offset future taxable income may be subject to certain limitations.· ● ● ● · 3 ▸ Our energy storage systems have significant upfront costs, and certain customers may need, or may prefer to acquire, third-party financing to purchase our systems.· ● ● · · 2 ▸ Our management has limited experience in operating a public company.· ● ● · · 2 ▸ group Risks Related to Our Intellectual Property and Technology· ● ● · · 2 ▸ We are subject to licensing, permitting, and operational requirements that result in substantial compliance costs, and our business would be adversely affected if we fail to obtain or maintain required licenses or if our licenses are impaired.· ● ● · · 2 rw ▸ We expect to continue incurring significant increased expenses and administrative burdens as a public company, which could negatively impact our business, financial condition and results of operations.· ● ● ● · 3 ▸ We may also be subject to additional legal and regulatory restrictions to the extent we own and operate an energy storage system, including relating to the transmission of energy. Such legal and regulatory restrictions could increase the costs of· ● · · · 1 ▸ We may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints.· ● · · · 1 ▸ A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.● · · · · 1 ▸ Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.● · · · · 1 ▸ Certain agreements with our initial stockholders, officers and directors may be amended without stockholder approval.● · · · · 1 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.● · · · · 1 ▸ Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.● · · · · 1 ▸ Cowen and Company, LLC may have a conflict of interest in rendering services to us in connection with our initial business combination.● · · · · 1 ▸ If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.● · · · · 1 ▸ If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.● · · · · 1 ▸ If the funds not being held in the trust account are insufficient to allow us to operate at until February 8, 2023, we may be unable to complete our initial business combination.● · · · · 1 ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per- share redemption amount received by stockholders may be less than $10.00 per share.● · · · · 1 ▸ If we seek stockholder approval of our initial business combination, our initial stockholders, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.● · · · · 1 ▸ None of the private placement warrants will be redeemable by us so long as they are held by our initial stockholders or their permitted transferees.● · · · · 1 ▸ Our holding of funds in the trust account may not protect those funds from third-party claims against us.● · · · · 1 ▸ Our independent directors may decide not to enforce the indemnification obligations of V Donargo LLC, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.● · · · · 1 ▸ Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”● · · · · 1 ▸ Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● · · · · 1 ▸ Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.● · · · · 1 ▸ Past performance by members of our management team and their respective affiliates may not be indicative of future performance of an investment in us.● · · · · 1 ▸ Please see “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors herein.● · · · · 1 ▸ Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.● · · · · 1 ▸ Risks Relating to Business Operations, Our Search for, and Consummation of or Inability to Consummate, a Business Combination● · · · · 1 ▸ group Risks Relating to Our Management● · · · · 1 ▸ group Risks Relating to Our Securities● · · · · 1 ▸ The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.● · · · · 1 ▸ The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.● · · · · 1 ▸ The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.● · · · · 1 ▸ The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.● · · · · 1 ▸ We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.● · · · · 1 ▸ We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.● · · · · 1 ▸ We had $277,453,323 (assuming no redemptions by the public stockholders), after payment of the Marketing Fee of $10,062,500 in the trust account as of December 31, 2021, that we may use to complete our initial business combination.● · · · · 1 ▸ We likely will not hold an annual meeting of stockholders until after we consummate our initial business combination and you will not be entitled to any of the corporate protections provided by such a meeting.● · · · · 1 ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.● · · · · 1 ▸ We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.● · · · · 1 ▸ We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our initial stockholders, officers or directors which may raise potential conflicts of interest.● · · · · 1 ▸ We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.● · · · · 1 ▸ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.● · · · · 1 ▸ We may seek acquisition opportunities in acquisition targets that may be outside of our management’s areas of expertise.● · · · · 1 ▸ Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.● · · · · 1 
