{"url_path":"/sec/adsew/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1879248/0001213900-26-057891-index.html","accession_number":"0001213900-26-057891","cik":"0001879248","ticker":"ADSE","issuer_name":"Ads-Tec Energy Public Ltd Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1879248/0001213900-26-057891-index.html","primary_entity_key":"0001879248","primary_entity_name":"Ads-Tec Energy Public Ltd Co"},"word_count":21136,"has_tables":true,"body_markdown":"**ITEM 3. KEY INFORMATION**\n\n** **\n\n**3.A. [Reserved]**\n\n** **\n\n**3.B. Capitalization and Indebtedness**\n\n \n\nNot Applicable.\n\n** **\n\n**3.C. Reasons for the Offer and Use of Proceeds**\n\n \n\nNot Applicable.\n\n** **\n\n**3.D. Risk Factors**\n\n* *\n\n*You should carefully consider\nthe risks described below, together with all of the other information included in this Annual Report, in evaluating us and our shares.\nOur business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading\nprice and value of our ordinary shares could decline due to any of these risks, and you may lose all or part of your investment. This\nAnnual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially\nfrom those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below\nand elsewhere in this Annual Report.*\n\n* *\n\n*Additional risks not presently\nknown to us or that we currently deem immaterial may also impair our business operations.*\n\n** **\n\n**Summary of Risk Factors**\n\n* *\n\n*The following summary highlights\nsome of the principal risks that could adversely affect our business, financial condition or results of operations. This summary is not\ncomplete and the risks summarized below are not the only risks we face.*\n\n** **\n\n**Risks related to the Company’s Business Model and Strategy**\n\n** **\n\n●The Company is an emerging growth company with a history of losses, and currently\ngenerates negative cash flow from its operations, creating uncertainty regarding its ability to continue as a going concern\n\n \n\n●If the Company is unable to grow sales and develop additional sources of\nrevenue, its business will fail\n\n \n\n●The Company may be unable to sell its existing inventory of charging systems\nat anticipated prices or within expected timeframes\n\n \n\n●The Company’s ability to generate recurring revenues from service contracts\nand software offerings is uncertain and depends on customer adoption, retention and service performance\n\n \n\n1\n\n \n\n \n\n●The Company’s expansion into an Own & Operate model exposes it\nto increased capital requirements, utilization risk and operational complexity\n\n \n\n●The successful development of the large-scale battery project is important\nfor the future revenues of the Company, but the large-scale battery project may fail to reach ready-to-build (RTB) status\n\n \n\n●The Company may be unable to successfully sell a stake in the large-scale\nbattery project or secure long-term financing\n\n \n\n●The Company may be unable to successfully execute and operate large-scale\nBESS projects, which may be subject to delays, cost overruns and performance risks\n\n \n\n●Failure to expand the Company’s geographic footprint and build scalable\nprocesses could harm its prospects for growth and profitability\n\n \n\n●The Company may need additional capital in the future to pursue its business\nobjectives, which may not be available on favorable terms or at all\n\n \n\n**Risks related to the Markets in which the Company Operates**\n\n** **\n\n●The EV charging and battery energy storage markets are evolving and uncertain,\nand the Company’s expectations regarding market growth and demand may prove to be inaccurate\n\n \n\n●The EV charging and battery energy storage markets are characterized by rapid\ntechnological and regulatory changes, requiring the Company to continue to develop new products and innovations and expand its intellectual\nproperty portfolio\n\n \n\n●The Company faces significant and increasing competition across all of its\nbusiness lines and may not be able to compete effectively as it expands and transitions its business model\n\n \n\n●Changes to fuel economy standards or the success of alternative fuels may\nnegatively impact the EV market and demand for the Company’s products and services\n\n \n\n●The Company’s future growth and success is partly correlated with and\ndependent upon the continuing rapid adoption of EVs for passenger and fleet applications\n\n \n\n●Changes to battery energy storage standards or the success of alternative\nenergy storage technologies may negatively impact demand for the Company’s products and services\n\n \n\n●The Company may face significant costs relating to environmental regulations\nfor the storage and shipment of energy storage systems\n\n \n\n●The Company faces risks related to natural disasters and health pandemics\n\n \n\n●The Company may be adversely affected by inflation, fluctuations in energy\nand commodity prices and geopolitical development\n\n \n\n**Risks related to the Company’s Operations**\n\n** **\n\n●The Company has a concentration of sales with several key customers\n\n \n\n●The Company’s ability to expand and manage its sales and marketing\noperations may not result in increased revenues or profitability\n\n \n\n●The Company relies on a limited number of suppliers and manufacturers for\nits products\n\n \n\n●Increases in the cost or reduced availability of materials could adversely\naffect the Company’s margins and operations\n\n \n\n2\n\n \n\n \n\n●The Company’s reliance on third parties for the installation and deployment\nof its products exposes it to delays, cost overruns and execution risks\n\n \n\n●The Company’s expansion into multiple business lines may increase operational\ncomplexity and strain its infrastructure and processes\n\n \n\n●If the Company is unable to attract, retain and motivate key employees and\nhire qualified personnel, its ability to compete and grow its business would be harmed\n\n \n\n●Computer malware, viruses, ransomware, hacking, phishing attacks and similar\ndisruptions could result in security and privacy breaches and interruption in service, which could harm our business\n\n \n\n**Risks related to the Company’s Technology, Intellectual Property\nand Infrastructure**\n\n** **\n\n●The Company may need to defend against intellectual property infringement\nor misappropriation claims, which may be time-consuming and expensive\n\n \n\n●The Company’s business may be adversely affected if it is unable to\nprotect its patents and other registered intellectual property rights from unauthorized use by third parties\n\n \n\n●In addition to patented technology, the Company relies on unpatented proprietary\ntechnology, trade secrets, designs, experiences, workflows, data, processes, software and know-how, which may not be adequately protected\n\n \n\n●The Company may be required to obtain licenses to third-party intellectual\nproperty, including standard essential patents, which could increase costs and affect competitiveness\n\n \n\n●The Company’s products may contain defects or errors, which could result\nin liability, reputational harm and other adverse effects\n\n \n\n**Risks related to the Regulatory Environment in which the Company\nOperates**\n\n** **\n\n●Existing and future environmental health and safety laws and regulations\ncould result in increased compliance costs and operational restrictions\n\n \n\n●The Company is subject to evolving cybersecurity, data protection and ESG-related\nregulatory requirements, which may increase compliance costs and risks\n\n \n\n●The Company’s business may be adversely affected by the reduction,\nmodification or elimination of government incentives\n\n \n\n●We incur significant costs and devote substantial management time as a result\nof being subject to reporting requirements in the United States, which may adversely affect our operating results in the future\n\n \n\n**Risks related to Financial, Tax and Accounting**\n\n** **\n\n●The Company’s financial condition and results of operations may fluctuate\nfrom period to period, which could cause results to fall below expectations and adversely affect the price of shares\n\n \n\n●The Warrants are accounted for as liabilities and the changes in fair value\nof the Warrants could have a material effect on our financial results\n\n \n\n●The ability of the Company to utilize net operating loss and tax credit carryforwards\nmay be limited, which could adversely affect its future tax position\n\n \n\n3\n\n \n\n \n\n●The Company has identified material weaknesses in its internal control over\nfinancial reporting and may identify additional material weaknesses in the future, which could impair its ability to produce reliable\nfinancial statements\n\n \n\n●Future changes in U.S. and foreign tax laws could adversely affect the Company\n\n \n\n**Risks related to Ownership of Our Ordinary Shares and Warrants and\nOur Capital Structure**\n\n** **\n\n●The trading price of the Ordinary Shares or Listed Warrants may be volatile,\nwhich could result in substantial losses for investors\n\n \n\n●An active trading market of the Ordinary Shares and Listed Warrants may not\nbe sustained\n\n \n\n●If the Ordinary Shares or Listed Warrants are not eligible for deposit and\nclearing within the facilities of DTC, then transactions in the Ordinary Shares and/or Listed Warrants may be disrupted\n\n \n\n●A limited free float and potential sales of shares by significant shareholders\nmay reduce liquidity in the Ordinary Shares and adversely affect their market price\n\n \n\n●The Company has issued, and may continue to issue, additional Ordinary Shares,\nwarrants or other equity securities without shareholder approval, which has resulted, and may continue to result, in dilution to existing\nshareholders and may depress the market price of the Ordinary Shares\n\n \n\n●The Company may redeem your Listed Warrants prior to their exercise at a\ntime that is disadvantageous to you, thereby making such warrants worthless\n\n \n\n●As an Irish public limited company, certain capital structure decisions regarding\nthe Company will require the approval of the shareholders of the Company, which may limit our flexibility to manage our capital structure\n\n \n\n●Certain shareholders that own a significant percentage of the Company may\nhave interests that conflict with the Company’s or yours in the future\n\n \n\n●The Irish Takeover Rules may affect takeover transactions involving the Company\nand limit the ability of potential acquirers to obtain control\n\n \n\n●Provisions in the Company’s M&A and under Irish law may delay or\nprevent a change of control and limit shareholders’ ability to influence corporate matters\n\n \n\n●As a foreign private issuer, the Company is exempt from certain U.S. reporting\nand governance requirements, which may result in less information and fewer protections for investors\n\n \n\n●The Company may lose its foreign private issuer status in the future, which\ncould result in significant additional costs and expenses\n\n \n\n**Risks related to Enforcement of Rights and our Status as a Non-U.S.\nCompany**\n\n** **\n\n●The Company’s M&A contains exclusive forum provisions for certain\nclaims, which could limit shareholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors,\nofficers or employees\n\n \n\n●The jurisdiction and choice of law clauses set forth in the Company’s\nWarrants, together with its status as an Irish company, may limit a warrant holder’s ability to effectively pursue its legal rights\n\n \n\n●Investors may face difficulties in protecting their interests, and their\nability to protect their rights through the U.S. federal courts may be limited, because we are formed under Irish law\n\n \n\n●Irish, German and European insolvency laws are substantially different from\nU.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency laws\n\n \n\n●The Company may be or become a passive foreign investment company (“PFIC”),\nwhich could result in adverse U.S. federal income tax consequences to U.S. Holders\n\n \n\n4\n\n \n\n \n\n●In certain limited circumstances, dividends paid by the Company may be subject\nto Irish dividend withholding tax (“DWT”)\n\n \n\n●Ordinary Shares or Listed Warrants received by means of a gift or inheritance\ncould be subject to Irish capital acquisitions tax\n\n \n\n●A transfer of Ordinary Shares or Listed Warrants, other than one effected\nby means of the transfer of book-entry interests in the Depositary Trust Company, may be subject to Irish stamp duty\n\n \n\n**Risks related to the Company’s Business Model and Strategy**\n\n** **\n\n**The Company is an emerging growth company\nwith a history of losses, and currently generates negative cash flow from its operations, creating uncertainty regarding its ability to\ncontinue as a going concern.**\n\n** **\n\nSince its inception, the Company’s\nfinancial performance has been volatile and has deteriorated significantly in 2025 following a period of rapid growth in prior periods.\nFor the financial year 2025, the Company generated significantly lower revenues and incurred recurring losses, including net losses of\napproximately EUR 55 million (2024: approximately EUR 98 million). As of December 31, 2025, the Company also had a significant accumulated\ndeficit.\n\n \n\nAs an emerging growth company\noperating in a capital-intensive and rapidly evolving industry, the Company has been facing significant financial and operational challenges\nin scaling its operations and achieving profitability. In this context, the Company is expected to continue to incur significant operating\nexpenses as it invests in the development and commercialization of its products and services, expands its geographic footprint and builds\nits organizational infrastructure.\n\n \n\nWhile the Company is working\ntowards profitability and believes its current strategy will support profitable growth, there can be no assurance that the Company will\nbe able to generate sufficient revenues to offset these costs and achieve positive EBITDA or profitability within any particular timeframe,\nor at all. The Company’s ability to achieve and maintain profitability will depend on a number of factors, including its ability\nto grow revenues, manage costs, successfully execute its strategy, secure sufficient financing and respond to competitive and macroeconomic\ndevelopments, some of which are beyond its control. There can be no assurance that the Company will be able to stabilize or grow revenues\nin the near term or that its strategy will result in improved financial performance.\n\n \n\nIn addition, consistent with\nthe above, the Company has generated negative cash flows from operations and has historically relied on equity capital raises and loans\nfrom shareholders to fund its operations. The Company’s ability to continue as a going concern is dependent on its ability to improve\nits operating performance, generate sufficient cash flow and, if necessary, obtain additional financing to achieve its strategic plans.\nThe consolidated financial statements for the financial year ended December 31, 2025 do not include any adjustments that might result\nfrom the outcome of this uncertainty and have been prepared on a basis that assumes the Company will continue as a going concern. Even\nif it achieves profitability, there can be no assurance that it will be able to maintain profitability in the future.\n\n \n\n**If the Company is unable to grow sales and\ndevelop additional sources of revenue, its business will fail.**\n\n** **\n\nThe Company’s revenues\ndeclined significantly in 2025, primarily due to a decrease in sales of its battery-buffered charging systems and battery storage solutions\nand to the Company’s ongoing strategic transition toward new business lines (with revenues decreasing from approximately EUR 110\nmillion in 2024 to approximately EUR 32 million in 2025). The Company’s future viability depends on its ability to reverse this\ntrend by increasing sales of its battery-buffered charging systems and battery storage solutions, as well as on its ability to successfully\ndevelop, grow and generate revenues from additional business lines, including service and maintenance offerings and software-enabled energy\nmanagement solutions, Own & Operate (“O&O”) activities and large-scale battery energy storage system (“BESS”)\nprojects.\n\n \n\nThe Company has initiated\nvarious measures to address the decline in hardware sales, including efforts to expand its customer base, adjust its commercial strategy\nand further develop its product offering. There can be no assurance that such measures will be successful or sufficient to reverse the\ndecline in revenues. There can be no assurance that the Company will be able to recover demand for its core products or convert its sales\npipeline into contracts executed within the expected timeframe, or at all.\n\n \n\n5\n\n \n\n \n\nIn addition, the Company is\ncurrently undergoing a transition in its business model, and its ability to generate and grow revenues increasingly depends on its ability\nto develop and scale these additional business lines, including service and maintenance offerings and software-enabled energy management\nsolutions, O&O activities and large-scale BESS projects, each of which is subject to different risks and levels of maturity. This\ntransition and the expansion of the Company’s activities across these business lines place, and are likely to continue to place,\na significant strain on its management, engineering, operational and financial resources, which may affect its ability to effectively\ndevelop, implement and monetize these offerings. Large-scale BESS projects are complex, capital-intensive and subject to development,\npermitting, financing and execution risks, while other business lines may involve longer sales cycles and implementation timelines, uncertain\nutilization rates and significant upfront investment requirements.\n\n \n\nThere can be no assurance\nthat these additional business lines will develop as expected, generate revenues within the anticipated timeframe, or at all, or that\nthey will offset any continued weakness in hardware sales. If the Company is unable to increase sales of its core products and/or successfully\ndevelop and monetize these business lines, it may not be able to achieve or sustain profitability.\n\n \n\nAny failure to generate revenues\nor achieve profitability could have a material adverse effect on the Company’s business, financial condition, results of operations\nand prospects.\n\n \n\n**The Company may be unable to sell its existing\ninventory of charging systems at anticipated prices or within expected timeframes.**\n\n** **\n\nThe Company’s inventory\nlevels have increased in recent periods, primarily because of lower sales volumes across its charging and battery storage product lines,\nreflecting lower-than-expected sales volumes and the build-up of unsold charging systems and related products. If market demand weakens,\nif competitors introduce superior or more competitively priced solutions, or if macroeconomic conditions deteriorate, the Company may\nbe unable to sell its existing inventory at anticipated prices or within expected timeframes. Furthermore, the rapid pace of technological\nchange in the electric vehicle (“EV”) charging market means that existing inventory could become obsolete or less commercially\nattractive before it is sold.\n\n \n\nThe Company’s ability\nto reduce selling prices in response to competitive pressures is constrained by the need to maintain adequate margins. Conversely, any\ninability to sell inventory at or above its carrying value may require the Company to recognize material write-downs or impairment charges.\nSuch charges would directly reduce the Company’s reported assets and equity and could materially and adversely affect the Company’s\nfinancial condition and results of operations.\n\n \n\n**The Company’s ability to generate\nrecurring revenues from service contracts and software offerings is uncertain and depends on customer adoption, retention and service\nperformance.**\n\n** **\n\nIn addition to hardware sales,\nthe Company increasingly relies on recurring revenue streams, including maintenance and service contracts and software-enabled energy\nmanagement solutions. The Company’s ability to grow and sustain such revenues depends on several factors, including customer adoption\nand renewal of service agreements, continued use of its software platforms, and the performance and availability of its systems.\n\n \n\nCustomers may elect not to\nrenew service contracts, reduce the scope of services purchased or seek alternative providers, particularly in a competitive and evolving\nmarket. In addition, any failure of the Company to provide reliable, high-quality maintenance, support or software services, including\ndelays in responding to service requests, system outages or performance issues, could result in customer dissatisfaction, reputational\nharm and loss of recurring revenues.\n\n \n\nIf the Company is unable to\nsuccessfully expand and maintain its recurring revenue streams, its revenues may be more volatile and its business, financial condition\nand cash flows could be materially and adversely affected.\n\n \n\n**The Company’s expansion into an Own\n& Operate model exposes it to increased capital requirements, utilization risk and operational complexity.**\n\n** **\n\nThe Company is expanding into\nan O&O business model under which it acts as an integrated charge point operator, deploying and retaining ownership of ChargePost\nultra-fast charging infrastructure at third-party locations such as retail sites and petrol stations. This transition represents a shift\nfrom the Company’s historical revenue model based primarily on hardware sales, and there can be no assurance that the O&O model\nwill generate revenues at levels sufficient to offset declines in product sales or within the expected timeframe. Unlike the Company’s\ntraditional hardware sales model, the O&O model requires the Company to fund the full upfront capital cost of each deployment, with\nrevenues recovered over time through charging fees, energy management services and digital advertising. The rollout requires large investments,\nand the Company’s ability to fund this expansion will depend on continued access to sufficient capital on acceptable terms.\n\n \n\n6\n\n \n\n \n\nFurthermore, the O&O model\nexposes the Company to utilization risk, the risk that deployed charging stations generate lower-than-expected revenues due to insufficient\ndemand at specific locations, competition from nearby charging infrastructure, or underperformance of ancillary revenue streams such as\nadvertising. Any failure to secure enough commercially attractive locations on acceptable terms could further impair the Company’s\nability to execute its rollout plan.\n\n \n\nIf revenues generated under\nthe O&O model fall short of expectations, the Company may be unable to recover its capital investment in deployed assets within anticipated\ntimeframes, which would place material strain on the Company’s liquidity and cash flow. This could materially and adversely affect\nthe Company’s financial condition and results of operations.\n\n \n\n**The successful development of the large-scale\nbattery project is important for the future revenues of the Company, but the large-scale battery project may fail to reach ready-to-build\n(RTB) status.**\n\n** **\n\nThe Company is currently developing\na large-scale battery energy storage project in Baden-Württemberg, Germany, with operational go-live planned for the second half\nof 2029. The large-scale battery project is a key component of the Company’s strategy and is expected to make a significant contribution\nto the Company’s future revenues and financial performance through participation in electricity markets (such as energy trading\nand price arbitrage), the provision of grid and ancillary services and potential contracted revenues, including tolling or capacity arrangements.\nThe large-scale battery project is currently in the development phase and has not yet reached ready-to-build (“RTB”) status.\nThe Company’s ability to proceed with the construction and commercialization of the project depends on achieving RTB status.\n\n \n\nAchieving RTB status depends\non the successful completion of several interrelated development, permitting, technical and contractual steps. There can be no assurance\nthat these steps will be completed within the expected timeframe, on acceptable terms or at all. In particular:\n\n \n\n*Site selection and land rights*.\nAchieving RTB status depends on the continued availability and control of the project site in Baden-Württemberg. While the site has\nbeen identified and land rights have been secured through long-term leasing or acquisition agreements (including exclusivity arrangements),\nthere can be no assurance that such arrangements will remain valid, enforceable or free from dispute. Such agreements may be subject to\ntermination, cancellation rights, cost adjustments or other contractual limitations, and may also depend on continued alignment with landowners,\nthe transmission system operator and other stakeholders. Any loss of land rights, challenge to exclusivity or deterioration in stakeholder\nalignment could delay or adversely affect the Company’s ability to proceed with the project.\n\n \n\n*Construction permitting*. Achieving\nRTB status depends on the successful completion of the construction permitting process, including local authority approvals, compliance\nwith environmental and regulatory requirements, the finalization of public consultation procedures and the granting of the final construction\npermit by the competent authorities. There can be no assurance that such approvals will be obtained or maintained, or that the public\nconsultation process will be successfully completed or will not give rise to objections, additional regulatory requirements or delays\naffecting the project timeline, or that environmental and regulatory requirements will not give rise to additional mitigation measures\nor required changes to the project design. In addition, the final permitting process is subject to regulatory review and discretion, and\nthere can be no assurance that the required permit will be granted within the expected timeframe, on acceptable terms or at all. Any such\noutcome could result in increased costs, additional requirements or conditions, or a refusal or conditional approval, and could delay\nor prevent the project from achieving RTB status.\n\n \n\n*Grid connection*. Achieving RTB\nstatus depends on the establishment of a fully agreed and effective grid connection with TransnetBW. The grid connection process is subject\nto ongoing negotiations and technical and regulatory considerations, and there can be no assurance that a final grid connection agreement\nwill be entered into within the expected timeframe or on acceptable terms, including in respect of the construction cost subsidy, payment\nterms and technical conditions. The process could result in delays, adjustments to cost or connection parameters, or the imposition of\nrestrictions. Any such developments could adversely affect the timing, cost or overall feasibility of the project and delay or prevent\nthe project from reaching RTB status.\n\n \n\nIn addition, the Company’s\nability to identify and engage suitable supply chain and contracting partners, including battery suppliers, transformer suppliers and\nproviders of inverters and other electrical components, as well as construction and engineering counterparties, is important to minimize\ndelays following permitting, and is therefore a key factor in ensuring readiness for project execution. While the Company has identified\nand engaged with several such partners, there can be no assurance that additional or replacement partners will not need to be identified\nbecause of changes in project scope, technical requirements or market conditions. Any failure to identify appropriate partners in a timely\nmanner could adversely affect the project timeline.\n\n \n\n7\n\n \n\n \n\nIf the large-scale battery\nproject fails to reach RTB status, or is materially delayed in doing so, the Company may not be able to proceed with the construction\nand commercialization of the project and may not be able to recover development costs already incurred. This could materially and adversely\naffect the Company’s business, financial condition and results of operations.\n\n \n\n**The Company may be unable to successfully\nsell a stake in the large-scale battery project or secure long-term financing.**\n\n** **\n\nThe development and construction\nof the large-scale battery project will require significant capital expenditure, and the Company’s existing resources are expected\nto cover only a portion of the total capital expenditure required. The completion of the project is therefore dependent on the Company\nsecuring additional funding, including through a sale of stakes and/or refinancing.\n\n \n\nThe Company intends, following\nachievement of RTB status, to implement a funding strategy that may include the sale of a stake in the project to a third-party equity\npartner and the arrangement of long-term financing. The Company’s ability to identify a suitable equity partner and agree on acceptable\ncommercial terms will depend on market conditions and the perceived risk and return profile of the project. There can be no assurance\nthat such a transaction will be successfully completed on favorable terms, within the expected timeframe, or at all.\n\n \n\nIn addition, the availability\nand cost of long-term financing will depend on factors such as prevailing interest rates, lender appetite, credit market conditions and\nthe overall bankability of the project. Even if financing is available, it may be on terms that are less favorable than anticipated, including\nhigher costs, more restrictive covenants or shorter maturities.\n\n \n\nAny failure to successfully\nimplement its funding strategy, including completing such stake sale and/or securing long-term financing, or any delay in doing so, could\nresult in irrecoverable costs already incurred, the loss of anticipated future revenues, or result in the Company being unable to complete\nthe large-scale battery project. Any such outcome could materially and adversely affect the Company’s business, financial condition\nand results of operations.\n\n \n\n**The Company may be unable to successfully\nexecute and operate large-scale BESS projects, which may be subject to delays, cost overruns and performance risks.**\n\n** **\n\nThe Company’s strategy\nincludes the development of large-scale BESS projects such as the large-scale battery project, which are expected to make a significant\ncontribution to the Company’s future revenues and financial performance. The successful and timely completion of such projects is\ntherefore a key driver of the Company’s ability to achieve its financial targets.\n\n \n\nBESS projects of the scale\ncontemplated by the Company are inherently complex and capital-intensive and are subject to a range of risks relating to construction,\nexecution and operation. Such risks include adverse site conditions, technical challenges, equipment failures, and the Company’s\ndependence on key supply chain and contracting arrangements, including binding agreements with battery suppliers, transformer suppliers\nand providers of inverters and other electrical components, as well as construction and engineering arrangements. There can be no assurance\nthat such agreements will be entered into on acceptable terms, within the required timeframe or at all, including where such arrangements\nare dependent on permitting outcomes or final technical decisions. The process may be affected by supplier availability, pricing, delivery\ntimelines or other supply chain constraints. Delays or disruptions in the performance of contractors and suppliers or in the delivery\nof critical components, as well as force majeure events, may adversely affect the project timeline and execution, lead to cost overruns\nbeyond budgeted amounts and place material strain on the Company’s liquidity and financial position. In addition, limitations in\ngrid capacity, curtailment or restrictions on the project’s ability to deliver electricity to the grid may further adversely affect\nthe timing, cost and overall performance of such projects.\n\n \n\nThe successful execution of\nsuch projects also depends on the Company’s ability to effectively manage large-scale construction processes, coordinate multiple\nstakeholders and deliver projects on time and within budget. Any failure to do so could delay the realization of anticipated revenues\nand returns.\n\n \n\nIn addition, the Company’s\nBESS projects may involve long-term performance expectations and service obligations, and their financial returns depend on several assumptions\nregarding system performance, availability, maintenance costs, operating conditions over time and electricity price levels and volatility\nin energy and ancillary services markets. In particular, the projected returns, including the expected internal rate of return, are sensitive\nto key economic variables such as capital expenditure, operating costs, market price developments and the availability of additional revenue\nstreams. These assumptions are inherently uncertain, and relatively small changes in any of these variables may have a material impact\non the expected returns of such projects. If the Company’s systems fail to perform as expected, require more extensive or costly\nmaintenance than anticipated, or if realized revenues differ materially from current assumptions, the Company may incur additional costs,\nface contractual liabilities or fail to achieve the anticipated returns on such projects. The Company may also be subject to performance\nguarantees or other contractual obligations in connection with such projects, and any failure to meet such obligations could result in\npenalties, remediation obligations or other liabilities.\n\n \n\nTo the extent that the Company’s\nfuture cash flow and revenues are dependent on the successful completion and operation of such projects, any such failure could also materially\nimpair the Company’s business, financial condition and results of operations.\n\n \n\n8\n\n \n\n \n\n**Failure to expand the Company’s geographic\nfootprint and build scalable processes could harm its prospects for growth and profitability.**\n\n** **\n\nThe Company’s ability\nto achieve significant revenue growth and profitability in the future will depend, in large part, on its success in expanding its product\nportfolio and business both within the Company’s existing markets and additional markets and geographies and building scalable and\nrobust processes to manage its business and operations.\n\n \n\nThe Company’s primary\noperations are in Germany, and it maintains contractual relationships with parts and manufacturing suppliers in Asia, the United States,\nEurope and other locations. The Company continues to invest to increase its presence in the United States and may pursue further international\nexpansion. If customers and business partners in existing or new markets do not perceive the Company’s products and services to\nbe competitive or of sufficient value, or if the Company’s offerings are not favorably received in such markets, the Company may\nnot be able to attract and retain customers and business partners or successfully expand its operations.\n\n \n\nIn addition, managing this\nexpansion requires additional resources and subjects the Company to risks associated with international operations, including conformity\nwith applicable business customs, lack of availability of government incentives and subsidies in certain markets, challenges in arranging\ncustomer financing, potential changes to the Company’s established business model, and differing driving habits and transportation\nmodalities in other markets.\n\n \n\nThe Company must comply with\nmultiple, potentially conflicting and changing governmental laws, regulations, certifications and permit processes, including environmental,\nbanking, employment, tax, information security, privacy and data protection laws, as well as anti-bribery and anti-corruption laws, which\nincrease operational complexity and costs, particularly as the Company expands into additional jurisdictions. The Company’s products\nmust also comply with varying technical standards and certifications across jurisdictions, such as IEC standards, NEC Article 625 and\nISO 15118, and failure to obtain or maintain required certifications in any given market could prevent the Company from selling its products\nthere. Even where new certifications or standards are introduced, the Company may in certain cases elect not to implement such requirements\nwhere compliance would render a project uneconomical, for example, where a product has reached end-of-sales or a successor product is\nabout to enter the market, which could limit the Company’s ability to sell affected products in certain markets. International operations\ninvolve difficulties in collecting payments in foreign currencies and associated foreign currency exposure, restrictions on repatriation\nof earnings, and compliance with potentially conflicting tax laws of multiple jurisdictions.\n\n \n\nIf the Company is unable to\nbuild scalable and robust processes to manage its existing business operations and prospective growth, it may fail to satisfy and retain\nexisting customers and business partners and may not be able to attract new customers in new markets. In the context of the Company’s\nrecent revenue decline and ongoing transition in its business model, there can be no assurance that the Company will be able to generate\nsufficient demand in existing or new markets to support its growth strategy. Any continued expansion is likely to involve significant\nupfront capital expenditure, and any failure to successfully manage international expansion could materially and adversely affect the\nCompany’s business, financial condition and cash flows.\n\n \n\n**The Company may need additional capital\nin the future to pursue its business objectives, which may not be available on favorable terms or at all.**\n\n** **\n\nThe Company may need to raise\nadditional capital to fund its operations, execute its growth strategy and finance large-scale projects, including the development and\ncompletion of BESS projects and the rollout of its O&O charging infrastructure. The Company’s ability to obtain additional financing\nmay be constrained by its existing financing arrangements, market conditions and its financial performance. As a result, the Company may\nhave materially constrained flexibility to raise additional debt to fund its operations, execute its growth strategy or finance its projects,\nwhich could limit its ability to pursue its business objectives.\n\n \n\nAny additional financing may\nnot be available on favorable terms, or at all. The availability and cost of funding will depend on a number of factors, including prevailing\ninterest rates, credit market conditions, investor appetite and the Company’s ability to demonstrate the viability and profitability\nof its business model and projects.\n\n \n\n9\n\n \n\n \n\nIf adequate additional funds\nare not available, the Company may be required to delay, reduce the scope of, or eliminate material parts of its business strategy, including\nthe development or completion of planned projects or the continued rollout of its charging infrastructure. Any permitted additional debt\nfinancing may be subject to restrictive terms, including significant interest payments and covenants that limit the Company’s operational\nand financial flexibility.\n\n \n\nFailure to obtain adequate\nfunding on acceptable terms could materially and adversely affect the Company’s business, financial condition and cash flow.\n\n \n\n**Risks related to the Markets in which the Company Operates**\n\n** **\n\n**The EV charging and battery energy storage\nmarkets are evolving and uncertain, and the Company’s expectations regarding market growth and demand may prove to be inaccurate.**\n\n** **\n\nThe Company’s business\nstrategy, including its expansion into new business lines such as large-scale BESS projects, Own & Operate activities and software-enabled\nenergy management solutions, is based in part on assumptions regarding the size, growth and development of the EV charging and battery\nenergy storage markets.\n\n \n\nThese markets are still evolving\nand are characterized by limited historical data, rapidly changing technologies and uncertain long-term trends. As a result, it is difficult\nto predict future market development, customer demand, adoption rates and pricing dynamics with a high degree of certainty.\n\n \n\nThe Company’s expectations\nregarding market opportunity and growth, whether based on third-party sources or internal analyses, are subject to significant uncertainty\nand may prove to be inaccurate. If these assumptions are incorrect, or if market growth or adoption occurs more slowly than anticipated,\nthe Company may not be able to generate the expected revenues, achieve its growth objectives or realize anticipated returns on its investments.\n\n \n\nEven if the relevant markets\ndevelop as currently expected, the Company may not be able to capture the anticipated share of such markets or grow its business at the\nexpected pace. Any such developments could materially and adversely affect the Company’s business, financial condition and results\nof operations.\n\n \n\n**The EV charging and battery energy storage\nmarkets are characterized by rapid technological and regulatory changes, requiring the Company to continue to develop new products and\ninnovations and expand its intellectual property portfolio.**\n\n** **\n\nContinuing technological changes\nin battery, battery energy storage systems and other related technologies could adversely affect adoption of current EV charging and energy\nstorage technology and/or the Company’s products and services. As EV and battery energy storage technologies develop, the Company\nmay need to upgrade or adapt its platform technology and introduce new products and services to serve customers seeking the latest technology,\nwhich could involve substantial costs.\n\n \n\nNew products may not be released\nin a timely manner, or at all, and/or the products may not achieve market acceptance. Delays in delivering new products that meet customer\nrequirements could damage the Company’s relationships with customers and lead them to seek alternative providers. In addition, there\ncan be no assurance that the Company will be able to successfully commercialize its products or convert its sales pipeline into realized\nrevenues, particularly considering the Company’s recent revenue decline and transition in its business model.\n\n \n\nThe development and introduction\nof new products and technologies may also require significant research and development expenditures and may adversely affect the Company’s\nmargins, particularly in the early stages of product commercialization. In addition, changes in regulatory requirements may require the\nCompany to develop or adopt new technologies or modify existing products, which could result in additional costs and resource requirements.\n\n \n\nIf the Company is unable to\ndevote adequate resources to developing products or cannot otherwise successfully develop products or services that meet customer requirements\non a timely basis or that remain competitive, the Company’s products and services could lose market share, its revenue will decline,\nand the Company may experience higher operating losses. Such technological challenges and product development failures could materially\nand adversely affect the Company’s business, financial condition and cash flow.\n\n \n\n10\n\n \n\n \n\n**The Company faces significant and increasing\ncompetition across all of its business lines and may not be able to compete effectively as it expands and transitions its business model.**\n\n** **\n\nThe Company faces significant\ncompetition across its core business areas, including EV charging solutions, battery-based energy storage systems, software-enabled energy\nmanagement solutions, and related services. These markets are characterized by rapid technological change and evolving industry standards.\nThe Company competes with a broad range of market participants, including specialized platform providers, equipment manufacturers, utilities\nand energy companies, as well as new entrants. Many of these competitors have established customer relationships, greater financial, technical\nand marketing resources and better access to capital. In addition, competitors may be acquired by, or enter into strategic partnerships\nwith, larger or better-capitalized companies, enabling them to respond more quickly and effectively than the Company to new or changing\nopportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition.\n\n \n\nCompetition in the Company’s\nmarkets is expected to intensify as these markets continue to develop and attract new entrants. In certain areas, including EV charging\nand battery storage, markets remain relatively fragmented and are characterized by rapid technological change and evolving standards.\nFor example, in the EV charging market, the continued expansion of proprietary charging networks, such as Tesla’s Supercharger network,\nincluding its potential availability to third-party vehicles, as well as the increasing availability of home and on-premise charging solutions,\nmay reduce demand for the Company’s offerings. In addition, evolving industry standards, including the increasing adoption of the\nNorth American Charging Standard (NACS), may require the Company to adapt or upgrade its products and infrastructure, and failure to do\nso in a timely or cost-effective manner could reduce the competitiveness or market acceptance of its solutions.\n\n \n\nIn the battery-based energy\nstorage and broader energy management markets, the Company competes with a range of providers across commercial and industrial applications\nand may also be affected by alternative technologies or solutions, such as hydrogen-based energy storage systems, centralized energy supply\nsolutions or grid infrastructure expansion, which could reduce demand for decentralized energy systems. The Company’s ability to\ncompete in these markets will depend, among other things, on the performance, reliability and cost-effectiveness of its solutions, as\nwell as its ability to meet customer expectations regarding long-term serviceability and operational efficiency.\n\n \n\nAs the Company expands into\nadditional business lines, it may face competition from new types of competitors and may not be able to achieve the anticipated scale,\nmarket acceptance or revenue contribution from these activities. Even if the Company’s products and services are technologically\ncompetitive or of higher quality, customers may choose competing solutions due to factors such as pricing, brand recognition, established\nrelationships or perceived reliability.\n\n \n\nIf the Company fails to adapt\nto changing market conditions, technological developments or customer preferences, or is unable to compete successfully with existing\nor new competitors across its business lines, it may experience reduced demand for its products and services, loss of customers, pricing\npressure and deterioration in margins. This could materially and adversely affect the Company’s business, financial condition and\nresults of operations.\n\n \n\n**Changes to fuel economy standards or the\nsuccess of alternative fuels may negatively impact the EV market and demand for the Company’s products and services.**\n\n** **\n\nAs regulatory initiatives\nhave required an increase in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel,\nand consumer acceptance of EVs and other alternative vehicles has been increasing. If fuel efficiency of non-electric vehicles continues\nto rise, whether as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves,\nthe demand for electric and high energy vehicles could diminish. In addition, the EV fueling model is different than gas or other fuel\nmodels, requiring behavior change and education of consumers and others such as regulatory bodies. Developments in alternative technologies,\nsuch as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion\nengine, may materially and adversely affect demand for EVs and EV charging stations. Regulatory bodies may also adopt rules that substantially\nfavor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs. This may impose additional obstacles\nto the purchase of EVs or the development of a more ubiquitous EV market.\n\n \n\n11\n\n \n\n \n\nIf any of the above cause\nor contribute to consumers or businesses to not purchasing EVs or purchasing them at a lower rate, it would materially and adversely affect\nthe Company’s business, operating results, financial condition and prospects.\n\n \n\n**The Company’s future growth and success\nis partly correlated with and dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.**\n\n** **\n\nThe Company’s growth\nin the coming years is highly dependent upon the adoption of EVs by businesses and consumers. The market for EVs is still evolving, characterized\nby rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards,\nand changing consumer demands and behaviors. Although demand for EVs has grown in recent years, there can be no assurance that such growth\nwill continue in the future. A sustained slowdown or reversal in EV adoption would directly reduce demand for the Company’s products\nand services, with consequent adverse effects on the Company’s revenues and financial performance.\n\n \n\nThe market for EVs could be\naffected by numerous factors, including perceptions about EV features, quality, safety, performance and cost, competition from other types\nof alternative fuel vehicles, volatility in the cost of oil and gasoline, concerns regarding the stability of the electrical grid, and\nthe decline of an EV battery’s ability to hold a charge over time. In addition, consumer perceptions regarding the convenience,\navailability and cost of EV charging infrastructure may influence adoption rates. Government regulations and economic incentives, including\nthe reduction, modification or expiration of subsidies or other support measures for EVs or EV charging infrastructure, may also materially\naffect demand. Sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs, and volatility\nin demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore reduce the\nCompany’s revenues and cash flows.\n\n \n\n**Changes to battery energy storage standards\nor the success of alternative energy storage technologies may negatively impact demand for the Company’s products and services.**\n\n** **\n\nDemand for the Company’s\ncommercial and industrial battery storage solutions depends on the continued expansion of decentralized energy systems and the adoption\nof renewable energy by commercial and industrial customers. The market for battery energy storage systems is still evolving, and if renewable\nenergy can be replaced by other energy sources such as nuclear energy, or if grid extension or centralized energy storage systems can\nbe developed, the demand for decentralized energy storage systems could diminish. Developments in alternative energy storage technologies,\nsuch as hydrogen-based systems or other non-battery solutions, may also reduce demand for battery-based energy storage systems. Regulatory\nbodies may also adopt rules that substantially favor certain alternatives to battery-based storage systems over others, which may impose\nadditional obstacles to the purchase of battery-based systems. In addition, the transition to decentralized energy systems may require\nchanges in market structures, user behavior and regulatory frameworks, and there can be no assurance that such changes will occur at the\npace or scale currently anticipated. The regulatory environment surrounding energy storage and grid management is subject to change and\ncould affect demand in ways that are difficult to predict.\n\n \n\nIf any of the above factors\ncause or contribute to businesses or grid operators reducing or ceasing their purchase of battery-buffered charging or decentralized energy\nstorage systems, the Company’s revenues and cash flows could be materially reduced. This would materially and adversely affect the\nCompany’s business, financial condition and results of operations.\n\n \n\n**The Company may face significant costs relating\nto environmental regulations for the storage and shipment of energy storage systems.**\n\n** **\n\nThe Company’s battery-based\nenergy storage systems are subject to federal, state, and local regulations governing their manufacture, storage, transportation, and\ndisposal of various components of advanced energy storage systems. These requirements may be complex and subject to change across jurisdictions.\nAlthough the Company believes that its operations are in material compliance with applicable environmental regulations, any changes to\nsuch laws and regulations, or the introduction of new requirements, may impose additional compliance obligations and costs on the Company\nor otherwise subject it to future liabilities.\n\n \n\n12\n\n \n\n \n\nAny regulatory development\nmay also require the Company to modify its products, processes or supply chain arrangements, or to obtain additional certifications or\napprovals, which may be time-consuming and costly. Compliance with such additional regulations could require the Company to devote significant\ntime and resources and could adversely affect demand for its products. Such environmental compliance requirements and related costs could\nmaterially and adversely affect the Company’s business, financial condition and results of operations.\n\n \n\n**The Company faces risks related to natural\ndisasters and health pandemics.**\n\n** **\n\nThe Company’s business\noperations, supply chain and personnel may be adversely affected by natural disasters, extreme weather events, pandemics or other public\nhealth emergencies. Given the Company’s reliance on third-party manufacturers and suppliers for key components of its EV charging\nand battery energy storage products, any disruption to the supply chain caused by such events could delay product deliveries, increase\ninput costs and prevent the Company from fulfilling customer contracts on time. Such events could also reduce or delay customer demand\nfor the Company’s products and services, restrict personnel from carrying out their duties and disrupt the Company’s ongoing\nproject development activities, including the development and commissioning of the large-scale battery project and other large-scale BESS\nprojects.\n\n \n\nAny such event could materially\nand adversely affect the Company’s business, financial condition and results of operations. To the extent that such disruptions\nreduce the Company’s revenues or increase its costs, the Company’s cash flow available to service its financial obligations\ncould be materially diminished.\n\n \n\n**The Company may be adversely affected by\ninflation, fluctuations in energy and commodity prices and geopolitical developments.**\n\n** **\n\nGlobal economic instability,\nincluding inflation, fluctuations in energy and commodity prices, currency volatility and economic downturns, may adversely affect customer\ndemand, purchasing power and our cost base. Our battery storage solutions and EV charging systems are particularly exposed to changes\nin the prices of energy, raw materials and other essential components, including semiconductors, which are often volatile and outside\nof our control.\n\n \n\nGeopolitical developments,\nin particular the conflict in Ukraine and escalating tensions in the Middle East, including the conflict involving Iran, Israel and the\nUnited States, have contributed to significant volatility in global energy markets and increases in energy and commodity prices. Although\nwe do not have significant customers or suppliers directly located in the Middle East, regional instability and related market disruptions\nmay nevertheless affect our suppliers, customers and operations. In addition, tensions between China and Taiwan could disrupt global semiconductor\nsupply chains, as Taiwan is a key manufacturing hub for advanced microchips used in our products, which could adversely affect our production\ncapabilities and delivery timelines.\n\n \n\nSignificant or unanticipated\nincreases in input costs may adversely affect our operating performance, particularly when we are delayed in passing on such costs to\ncustomers or are unable to do so, including where price adjustments are subject to contractual or billing cycle limitations.\n\n \n\nWe seek to mitigate these\nrisks through supply chain diversification and pricing strategies; however, such measures may not be sufficient. We also seek to pass\non increased costs to customers, but we may not be able to do so in all cases or may experience delays in doing so. Even where cost increases\ncan be passed through, sporadic or unanticipated increases in the costs of certain supply items due to market or economic conditions may\nnot be fully recoverable or may result in timing delays in recovery. Any sustained increase in costs, supply disruptions or reduced demand\ncould result in margin compression and materially and adversely affect our business, financial condition, results of operations and cash\nflows.\n\n \n\n13\n\n \n\n \n\n**Risks related to the Company’s Operations**\n\n** **\n\n**The Company has a concentration of sales\nwith several key customers.**\n\n** **\n\nThe Company’s revenues\nare concentrated on a limited number of key customers. In the past, the Company’s revenues were concentrated on four major customers,\nwhich together accounted for approximately 77% of revenue in 2024 and approximately 49% in 2025. While the Company has taken steps to\ndiversify its customer base, revenue remains concentrated. In 2025, approximately 77% of total revenue was generated by the Company’s\nten largest customers, with four customers accounting for approximately 10% of total revenue. There can be no assurance that the Company’s\ndiversification efforts will continue or be successful.\n\n \n\nIn a highly concentrated business\nenvironment, any substantial reduction in orders, reduction in pricing or order volumes, or loss of one or more such customers, whether\ndue to financial difficulties, insolvency, competitive shifts, inability of such customers to perform their contractual obligations, or\nchanges in procurement strategy, could have a material adverse effect on the Company’s revenues, results of operations and financial\ncondition. If a particular customer does not place an order, or if they delay or cancel orders, we may not be able to replace the business.\nIn addition, if customers experience financial difficulties, delayed payments, default on their obligations or enter insolvency proceedings,\nthe Company may be required to incur substantial credit losses, which could materially and adversely affect the Company’s business,\nfinancial condition and cash flows. In a period of declining revenues, the loss or reduced activity of any key customer may have a more\npronounced impact on the Company’s financial performance.\n\n \n\nIn addition, as a result of\nthis concentrated customer base, single customers represent a greater portion of our sales and, consequently, have greater commercial\nnegotiating leverage. Customers may have aggressive policies regarding engaging alternative, second-source suppliers for the products\nwe offer and, in addition, may seek and, on occasion, receive pricing, payment, intellectual property-related or other commercial terms\nthat may have an adverse impact on our business. Any of these changes could negatively impact our prices, customer orders, revenues, and\ngross margins.\n\n \n\n**The Company’s ability to expand and\nmanage its sales and marketing operations may not result in increased revenues or profitability.**\n\n** **\n\nThe Company relies on its\nsales and marketing teams to expand its commercial footprint and obtain new customers and partners to grow its EV charging, battery storage\nand related business lines. The Company’s ability to grow its customer base, achieve broader market acceptance, increase revenues\nand achieve and sustain profitability depends, to a significant extent, on its ability to effectively expand and manage its sales and\nmarketing operations.\n\n \n\nThe Company is seeking to\nexpand its sales and marketing capabilities, including by increasing its direct sales force and investing in commercial activities across\nexisting and new markets. Such expansion requires significant time and resources, and there can be no assurance that the Company will\nbe able to successfully recruit, train and retain qualified sales and marketing personnel, or that newly hired personnel will become as\nproductive as anticipated, or at all. The Company is also dependent on its ability to effectively manage and scale its sales organization\nand convert its sales pipeline into executed contracts.\n\n \n\nSales and marketing expenses\nrepresent a significant cost for the Company, and there can be no assurance that increased investments in sales and marketing will result\nin a corresponding increase in revenues or generate the expected return on investment.\n\n \n\nIn addition, the Company’s\nability to retain customers and generate additional revenue from existing customers depends in part on its ability to provide timely and\neffective customer support once its products and services have been deployed. If the Company fails to resolve customer issues promptly\nor provide high-quality support services, customer satisfaction, retention and the Company’s reputation could be adversely affected,\nwhich could in turn reduce demand for the Company’s products and services.\n\n \n\nIf such efforts are unsuccessful\nor less effective than anticipated, the Company’s operating expenses may increase without a corresponding increase in revenues,\nwhich could adversely affect the Company’s profitability.\n\n \n\n14\n\n \n\n \n\n**The Company relies on a limited number of\nsuppliers and manufacturers for its products.**\n\n** **\n\nThe Company relies on a limited\nnumber of suppliers to manufacture its High-Power-Charger and battery storage systems, including in some cases only a single supplier\nfor some products and components. This concentration increases the Company’s exposure to supply disruptions, as it does not currently\nhave fully qualified alternative or replacement suppliers for all components.\n\n \n\nIn the event of a disruption\naffecting any of these suppliers, including due to operational failures, financial distress, capacity constraints, geopolitical developments\nor other factors affecting the supplier’s business, or if the Company is required to replace an existing supplier or respond to\nincreased demand, the Company may not be able to increase capacity from other sources or develop alternate or secondary sources on acceptable\nterms or within required timeframes without incurring significant costs, which could adversely affect its ability to manufacture and deliver\nproducts or lead to substantial delays. Alternative suppliers may not be readily available or may take significant time to qualify, which\ncould limit the Company’s ability to respond effectively to supply disruptions or changes in demand. The Company has previously\nexperienced supply chain disruptions, including in 2023, when constraints in the availability of electronic components and broader global\nmanufacturing disruptions caused delays in the production of its products and adversely affected revenues.\n\n \n\nAccordingly, any disruption\nin the Company’s supply chain or the loss of any significant supplier or manufacturer could lead to production delays, increased\ncosts and reduced ability to meet customer demand, which could materially and adversely affect the Company’s business, financial\ncondition and operating results.\n\n \n\n**Increases in the cost or reduced availability\nof materials could adversely affect the Company’s margins and operations.**\n\n** **\n\nThe Company’s products\ndepend on the availability of various raw materials and components used by its suppliers and contract manufacturers in the production,\nmaintenance and servicing of its systems and related technologies. The prices and availability of these materials may fluctuate depending\non market conditions and global demand. In particular, increased demand from the production of electric vehicles, energy storage systems\nand other applications in adjacent industries, including passenger vehicles and stationary storage, may constrain supply or increase input\ncosts.\n\n \n\nIncreases in the cost of such\nmaterials or components, or higher prices charged by suppliers or manufacturers as a result of such increases, could reduce the Company’s\nmargins if we cannot recoup the increased costs through increased sale prices on our systems. Any attempts to increase prices in response\nto higher input costs may adversely affect the Company’s competitiveness and could lead to reduced demand or the cancellation or\ndelay of customer orders. In addition, shortages in the availability of materials or components could impair the ability of the Company’s\nsuppliers and manufacturers to produce and deliver products in a timely manner, which could in turn adversely affect the Company’s\nability to meet customer demand. The Company has previously experienced supply chain constraints, including increases in material and\nfreight costs, which have adversely affected its operations.\n\n \n\nIf the Company is unable to\neffectively manage increases in material costs or respond to supply constraints in a cost-efficient manner, its business, financial condition\nand results of operations could be materially and adversely affected.\n\n \n\n**The Company’s reliance on third parties\nfor the installation and deployment of its products exposes it to delays, cost overruns and execution risks.**\n\n** **\n\nThe Company does not typically\ninstall High-Power-Charger or residential and commercial battery storage systems at customer sites. Installations are typically performed\nby the Company’s partners, customers or electrical contractors with an existing relationship with the customer and/or knowledge\nof the site. For industrial customer projects the installation is typically performed by the Company or by one of its partners. The installation\nof High-Power-Charger and battery storage systems at a particular site is generally subject to oversight and regulation in accordance\nwith state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and typically\nrequires various local and other governmental approvals and permits that may vary by jurisdiction. In addition, building codes, accessibility\nrequirements or regulations may hinder EV charger and battery storage installation because they end up costing the developer or installer\nmore to meet the code requirements. Meaningful delays or cost overruns may affect the Company’s recognition of revenue in certain\ncases and/or affect customer relationships, either of which could harm the Company’s business and profitability.\n\n \n\n15\n\n \n\n \n\nFurthermore, the Company may\nin the future elect to install its products at customer sites or manage contractors, likely as part of offering customers a turnkey solution.\nWorking with contractors may require the Company to obtain licenses or require it or its customers to comply with additional rules, working\nconditions and other union requirements, which can add costs and complexity to an installation project. In addition, if these contractors\nare unable to provide timely, thorough and quality installation-related services, customers could fall behind their construction schedules,\nleading to liability for the Company or cause customers to become dissatisfied with the solutions it offers. Any such delays, cost overruns,\nliabilities or customer dissatisfaction could adversely affect the Company’s revenue and profitability.\n\n \n\n**The Company’s expansion into multiple\nbusiness lines may increase operational complexity and strain its infrastructure and processes.**\n\n** **\n\nThe Company’s strategy\ninvolves expanding into and scaling multiple business lines, including large-scale BESS projects, Own & Operate activities, service\nand maintenance offerings and software-enabled solutions. This expansion increases the complexity of the Company’s operations and\nrequires the coordination of diverse activities across different business models, timelines and resource requirements.\n\n \n\nAs the Company expands its\noperations, it must scale its internal processes, systems and organizational structures, including financial reporting, project management,\nsupply chain coordination and operational controls. This expansion places significant strains on the Company’s management, engineering,\noperational and financial resources and requires the Company to effectively manage and align activities across its different operational\nfunctions. The Company may not be able to effectively adapt its infrastructure, processes and controls to support its expanding operations\nin a timely manner, or at all.\n\n \n\nIn addition, managing multiple\nbusiness lines with different risk profiles, capital requirements and execution timelines may increase the risk of inefficiencies, delays,\nmisallocation of resources or operational disruptions. Any failure to effectively manage this increased complexity could adversely affect\nthe Company’s ability to execute its strategy, deliver projects on time and within budget, and maintain operational efficiency.\n\n \n\nSuch challenges could materially\nand adversely affect the Company’s business, financial condition and results of operations.\n\n \n\n**If the Company is unable to attract, retain\nand motivate key employees and hire qualified personnel, its ability to compete and grow its business would be harmed.**\n\n** **\n\nThe Company operates in highly\nspecialized technical fields requiring expertise in areas such as lithium-ion battery storage systems, power electronics, ultra-fast charging\nsolutions and grid integration, where qualified professionals are in high demand. The Company’s success depends, in part, on its\ncontinuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to do so effectively\nwould adversely affect the Company’s business.\n\n \n\nAdditionally, the Company’s\nsuccess depends in part on the continued service of key members of its experienced management team, which includes executives with extensive\nindustry experience from companies such as Bosch, Porsche and other leading industrial firms. The loss of such personnel, whether due\nto resignation, retirement or recruitment by competitors, could disrupt operations, delay product development, impair customer relationships\nand result in the loss of critical institutional knowledge and expertise. The departure of key personnel may also require the Company\nto devote significant time and resources to identifying and integrating suitable replacements, which may disrupt operations, delay product\ndevelopment and impair customer relationships.\n\n \n\nCompetition for employees\ncan be intense, particularly in the area of Stuttgart, Germany, where the Company is headquartered, and the ability to attract, hire and\nretain highly qualified personnel depends on its ability to provide competitive compensation. The Company may not be able to attract,\nassimilate, develop or retain qualified personnel in the future, and failure to do so could adversely affect its business, including the\nexecution of its global business strategy.\n\n \n\n16\n\n \n\n \n\nIn addition, in certain jurisdictions,\nthe Company is subject to employee representation structures, including works councils, which may affect its ability to implement operational\nchanges and may increase personnel and administrative costs.\n\n \n\nSuch personnel challenges\ncould materially and adversely affect the Company’s business, financial condition and cash flows.\n\n \n\n**Computer malware, viruses, ransomware, hacking,\nphishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm our\nbusiness.**\n\n** **\n\nComputer malware, viruses,\nphysical or electronic break-ins and similar disruptions could lead to interruptions and delays in the Company’s services and operations\nand to the loss, misuse or theft of data. In addition, the Company’s continued growth may place increasing demands on its information\ntechnology systems and internal control over financial reporting and related procedures, which may not be adequate to support its operations\nor may create additional vulnerabilities, including unauthorized access to business information or misappropriation of funds.\n\n \n\nCyberattacks, including ransomware,\nhacking and phishing attacks, have become more prevalent and may affect the Company’s systems or those of its contractors or other\nthird-party vendors. Any successful attack could disrupt operations, result in data breaches, introduce liability to data subjects, require\ncostly remediation and damage the Company’s reputation and brand.\n\n \n\nAlthough the Company maintains\ninsurance and has implemented measures designed to protect its systems and enable recovery from disruptions, such measures may not be\nsufficient or may not be fully effective, particularly with respect to third-party service providers. Any failure to maintain the performance,\nreliability, security or availability of the Company’s systems could adversely affect its ability to attract and retain customers.\n\n \n\nIn addition, the Company may\nexperience service or production disruptions, outages or other performance problems due to factors such as infrastructure changes, third-party\nservice providers, human or software errors or capacity constraints. If the Company’s services are unavailable or degraded, customers\nmay seek alternative providers. Any inability to effectively recover from such disruptions, including during peak periods, could result\nin reputational harm, loss of revenue and adverse effects on the Company’s business and financial results.\n\n \n\n**Risks related\nto the Company’s Technology, Intellectual Property and Infrastructure**\n\n** **\n\n**The Company may need to defend against intellectual\nproperty infringement or misappropriation claims, which may be time-consuming and expensive.**\n\n** **\n\nFrom time to time, the holders\nof intellectual property rights may assert their rights and urge the Company to take licenses, and/or may bring suits alleging infringement\nor misappropriation of such rights. Such claims are particularly relevant in the EV charging and battery storage sectors, which are characterized\nby a high degree of patent activity, including in relation to battery-buffered ultra-fast charging systems, battery storage solutions,\nas well as energy management systems and related software solutions. In addition, the Company’s use of open-source software and\nthird-party libraries may expose it to claims that it has not complied with applicable license terms.\n\n \n\nThe Company may not be able\nto mitigate the risk of potential suits or other legal demands from competitors or other third parties. Accordingly, the Company may consider\nentering into licensing agreements with respect to such rights, although such licenses might not be obtained on acceptable terms or litigation\nmay occur, and such licenses and associated litigation could significantly increase the Company’s operating expenses.\n\n \n\nIn addition, if the Company\nis determined to have or believe there is a high likelihood that it has infringed upon or misappropriated a third party’s intellectual\nproperty rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the\nproducts and services it offers, to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish\nand maintain alternative branding. This risk is particularly significant for the Company given its reliance on integrated ecosystem platforms\ncombining hardware, software and services, where alleged infringement of a single component (such as battery systems or proprietary software)\ncould affect the functionality or commercial viability of entire product offerings.\n\n \n\n17\n\n \n\n \n\nIn addition, to the extent\nthat the Company’s customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation\nof intellectual property rights related to the Company’s products and services, it may be required to indemnify such customers and\nbusiness partners. If the Company was required to take one or more such actions, its business, prospects, operating results and financial\ncondition could be materially and adversely affected. In addition, any litigation or claims, whether valid, could result in substantial\ncosts, negative publicity and diversion of resources and management attention.\n\n \n\n**The Company’s business may be adversely\naffected if it is unable to protect its patents and other registered intellectual property rights from unauthorized use by third parties.**\n\n** **\n\nThe Company’s business\nmay be adversely affected if it is unable to protect patents and other registered intellectual property rights from unauthorized use by\nthird parties. The Company’s success depends, at least in part, on its ability to protect its core technology through such rights.\nSuch intellectual property relates primarily to the Company’s battery-buffered ultra-fast charging systems, battery storage solutions,\nas well as its proprietary software, energy management systems and digital platforms used to monitor, control and optimize its systems.\nTo accomplish this, the Company relies on registered intellectual property rights, such as patents, trademarks, copyright and intellectual\nproperty licenses, as well as other legal protections.\n\n \n\nThe Company’s products\nare based on integrated ecosystem platforms combining hardware, software and services, and therefore the loss or misappropriation of key\nelements of its technology could enable competitors to replicate critical functionalities of its systems, reduce differentiation and pricing\npower, and adversely affect demand for its products and services, which could result in a loss of some of the Company’s competitive\nadvantages and a decrease in revenue and adversely affect the Company’s business, prospects, financial condition and operating results.\n\n \n\nThe measures the Company takes\nto protect its registered intellectual property rights from unauthorized use by others may not be effective for various reasons. Any patent\napplications the Company submits may not result in the issuance of patents, and the scope of issued patents may not be broad enough to\nprotect proprietary rights. Any issued patents may be challenged by competitors and/or invalidated by courts or governmental authorities.\nThe costs associated with enforcing patents, invention agreements or other intellectual property rights may make aggressive enforcement\nimpracticable. Current and future competitors may circumvent patents or independently develop similar technologies or solutions, such\nas software. The Company develops its own proprietary software, which constitutes a key component of its technology and competitive position,\nmaking the protection of such software particularly important. Proprietary designs and technology embodied in the Company’s products\nmay be discoverable by third parties through means that do not constitute violations of applicable laws.\n\n \n\nPatent, trademark and other\nregistered intellectual property rights vary significantly throughout the world. Some foreign countries do not protect intellectual property\nrights to the same extent as do the laws of Germany. Further, policing the unauthorized use of the Company’s intellectual property\nin foreign jurisdictions may be difficult or impossible. Therefore, the Company’s intellectual property rights may not be as strong\nor as easily enforced outside of Germany.\n\n \n\nCertain patents in the EV\nand battery storage space may come to be considered “standards essential”. If this is the case with respect to any of the\nCompany’s patents, the Company may be required to license certain technology on “fair, reasonable and non-discriminatory”\nterms, decreasing revenue. Further, competitors, vendors or customers may, in certain instances, be free to create variations or derivative\nworks of the Company’s technology and intellectual property, and those derivative works may directly compete with the Company’s\nofferings. Any failure to adequately protect its intellectual property may have a material adverse effect on the Company’s business,\nfinancial condition and cash flow.\n\n \n\n18\n\n \n\n \n\n**In addition to patented technology, the\nCompany relies on unpatented proprietary technology, trade secrets, designs, experiences, workflows, data, processes, software and know-how,\nwhich may not be adequately protected.**\n\n** **\n\nThe Company relies on proprietary\ninformation, including trade secrets, designs, experiences, workflows, data, know-how and confidential information, to protect intellectual\nproperty that may not be patentable or subject to copyright, trademark or service mark protection. The Company generally seeks to protect\nthis proprietary information by entering into confidentiality agreements and employment agreements that contain non-disclosure and non-use\nprovisions. However, the Company may not enter into such agreements in all cases, and even where such agreements are in place, they may\nbe breached, may be limited in scope or duration, or may not provide adequate remedies in the event of unauthorized disclosure or use.\nIn addition, the Company has limited control over the protection of trade secrets used by its current or future manufacturing counterparties\nand suppliers.\n\n \n\nIf the Company’s proprietary\ninformation is disclosed or otherwise becomes known and ceases to be confidential, it may lose its status as a trade secret and the Company\nmay no longer be able to protect such information. In addition, the Company’s use of open-source software, including software subject\nto “copyleft” licenses, may require it to disclose source code relating to proprietary software or otherwise limit its ability\nto protect its intellectual property. In any of such circumstances, third parties may obtain and improperly utilize the Company’s\nproprietary information, which could reduce its competitive advantage.\n\n \n\nThe Company’s proprietary\ninformation may also be independently developed by competitors or other third parties. To the extent that employees, consultants, contractors\nor other third parties use intellectual property owned by others in their work for the Company, disputes may arise as to the ownership\nof resulting know-how or inventions.\n\n \n\nEnforcing the Company’s\nrights in its proprietary information, including the enforcement of confidentiality obligations and non-disclosure agreements, may require\ncostly and time-consuming litigation, and there can be no assurance that such efforts will be successful. Furthermore, laws regarding\ntrade secret protection vary across jurisdictions, and certain markets in which the Company operates may afford limited or no protection\nfor such rights.\n\n \n\nThe Company also relies on\nphysical and electronic security measures to protect its proprietary information; however, such measures may be breached or may not provide\nadequate protection. The Company may not be able to detect or prevent the unauthorized use of such information or take appropriate and\ntimely steps to enforce its rights. Any such occurrence could have a material adverse effect on the Company’s business, financial\ncondition and results of operations.\n\n \n\n**The Company’s may be required to obtain\nlicenses to third-party intellectual property, including standard essential patents, which could increase costs and affect competitiveness.**\n\n** **\n\nThe Company’s products\nand services may need to comply with industry standards that incorporate technologies covered by third-party intellectual property rights,\nincluding standard essential patents (“SEPs”). As a result, the Company or its customers may be required to obtain licenses\nto such intellectual property in order to manufacture, sell or use its products.\n\n \n\nObtaining licenses to third-party\nintellectual property, including SEPs, may require the Company to pay royalties or other fees. There can be no assurance that such licenses\nwill be available on commercially reasonable terms, or at all. If the Company is unable to obtain required licenses, it may be unable\nto offer certain products or functionalities, which could adversely affect its business and results of operations.\n\n \n\nIn addition, if competitors\nhold significant portfolios of standard essential patents or other relevant intellectual property rights, they may have an advantage in\nnegotiating with customers or may exert pricing pressure, which could negatively affect the Company’s competitiveness and margins.\n\n \n\n**The Company’s products may contain\ndefects or errors, which could result in liability, reputational harm and other adverse effects.**\n\n** **\n\nThe Company’s products,\nincluding its EV charging systems and battery storage solutions, incorporate complex hardware and software components and may contain\nundetected defects, errors or bugs. Such defects may arise from design or manufacturing issues, software errors or failures of third-party\ncomponents. The Company’s software platform, which has been developed over more than a decade and includes licensed third-party\ncommercial and open-source software libraries, may also contain undetected defects or errors that are not discovered until after deployment\nto customers. The Company has identified defects and errors in its software in the past and may continue to experience such issues in\nthe future. As the Company continues to evolve the features and functionality of its platform through updates and enhancements, additional\ndefects or errors may be introduced.\n\n \n\n19\n\n \n\n \n\nDefects or failures in the\nCompany’s products, including lithium-ion battery modules, may result in malfunctions, inadequate performance or safety incidents,\nincluding inherent safety risks, such as overheating, thermal runaway, fire or explosion. Such incidents could cause property damage,\npersonal injury or death and may lead to product liability claims or other legal proceedings. Customers or other third parties may seek\nto hold the Company liable for such defects, and any related litigation may be costly, time-consuming and could result in damages, settlements\nor other liabilities. In addition, the Company may be required to recall or replace defective products, which could be expensive and adversely\naffect its reputation and customer relationships. Any insurance maintained by the Company may not be sufficient to cover all such claims\nor may not apply in all circumstances.\n\n \n\nTo the extent that defects\nare attributable to third-party components, suppliers may not assume responsibility or may not fully indemnify the Company. The Company\nhas experienced defects in certain components in the past, including issues relating to third-party components, which have required remediation\nmeasures such as inspections, countermeasures and warranty-related actions, and similar issues may arise in the future. In addition, adverse\npublicity relating to battery safety incidents in the industry, even if not directly involving the Company’s products, could negatively\naffect customer perception and demand.\n\n \n\nAny defects or errors in the\nCompany’s products or services, or the perception of such defects or errors, could result in increased costs, diversion of management\nand development resources, loss of existing or potential customers, delayed or lost revenue, negative publicity and reputational harm.\nAlthough the Company seeks to limit its exposure through contractual protections, such as warranty disclaimers and limitation of liability\nprovisions, such protections may not be effective in all cases or may not be enforceable in all jurisdictions.\n\n \n\n**Risks related to the Regulatory Environment in which the Company\nOperates**\n\n** **\n\n**Existing and future environmental health\nand safety laws and regulations could result in increased compliance costs and operational restrictions.**\n\n** **\n\nThe Company and its operations,\nas well as those of the Company’s contractors, suppliers and customers, are subject to certain environmental laws and regulations,\nincluding laws related to the use, handling, storage, transportation and disposal of hazardous substances and waste as well as electronic\nwaste and hardware, whether hazardous or not, and laws in connection with the manufacture, storage and shipment of its energy storage\nsystems. These laws may require the Company or others in its value chain to obtain permits and comply with procedures that impose various\nrestrictions and obligations that may have material effects on the Company’s operations. If key permits and approvals cannot be\nobtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for the Company’s operations\nor on a timeline that meets its commercial obligations, it may adversely impact the Company’s business, as this could cause delays\nto projects, halt or disrupt production, and prevent the Company from fulfilling its contractual obligations.\n\n \n\nEnvironmental and health and\nsafety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational,\nnational, sub-national and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent\nof any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on the Company’s\nbusiness. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including\nthose relating to hardware manufacturing, electronic waste or batteries, could cause additional expenditures, restrictions and delays\nin connection with the Company’s operations as well as other future projects, the extent of which cannot be predicted.\n\n \n\nAlso, the Company currently\nrelies on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and\nnon-hazardous waste. Any failure to properly handle or dispose of such wastes, regardless of whether such failure is the Company’s\nor its contractors, may result in liability under environmental laws, under which liability may be imposed without regard to fault or\ndegree of contribution for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural\nresources. Additionally, the Company may not be able to secure contracts with third parties to continue its key supply chain and disposal\nservices for its business, which may result in increased costs for compliance with environmental laws and regulations.\n\n \n\n20\n\n \n\n \n\n**The Company is subject to evolving cybersecurity,\ndata protection and ESG-related regulatory requirements, which may increase compliance costs and risks.**\n\n** **\n\nThe regulatory landscape governing\ncybersecurity, data protection and ESG-related matters is rapidly evolving, and the Company expects to face increasingly stringent requirements\nin these areas. New and emerging regulations, including those relating to data localization, cybersecurity incident disclosure and sustainability-related\nreporting and disclosure obligations, may impose significant compliance obligations on the Company and require continuous and material\ninvestment in systems, processes and personnel. In addition, increasing expectations relating to social and governance matters from regulators,\ncustomers, investors and other stakeholders may require the Company to incur additional costs and may expose it to reputational risks\nif such expectations are not met.\n\n \n\nThe Company may not always\nbe aware of all applicable regulatory requirements or may not be able to implement the necessary measures in a timely manner. Compliance\nobligations may also vary across the jurisdictions in which the Company operates, further increasing the complexity and cost of compliance.\nAs the Company grows, it may face heightened scrutiny from regulators, customers and other stakeholders with respect to its sustainability\npractices and cybersecurity posture.\n\n \n\nAny failure to comply with\napplicable requirements could result in substantial fines, sanctions, operational disruptions, reputational damage or other limitations\non the Company’s ability to conduct its business. Such consequences may materially and adversely affect the Company’s business,\nfinancial condition and results of operations.\n\n \n\n**The Company’s business may be adversely\naffected by the reduction, modification or elimination of government incentives.**\n\n** **\n\nThe U.S. and German federal\ngovernments, foreign governments and some state and local governments provide incentives to end-users and purchasers of EVs, EV charging\nstations and battery energy storage systems in the form of rebates, tax credits and other financial incentives, such as payments for regulatory\ncredits. The EV and battery energy storage market relies on these governmental rebates, tax credits and other financial incentives to\nsignificantly lower the effective price to customers. While the Company’s large-scale battery energy storage business in Germany,\nincluding the large-scale battery project, is primarily driven by market economics rather than direct government subsidies, certain aspects\nof the Company’s business, including its EV charging solutions, may benefit from governmental support schemes. Any reduction, expiry\nor termination of such incentives, whether as a matter of regulatory or legislative policy or due to exhaustion of allocated funding,\ncould reduce demand for the Company’s products and services and adversely affect its financial results.\n\n \n\nIn addition, there may be\ndelays in the payment of rebates or in the recognition of tax credits, which could affect the timing of purchases by customers and result\nin a delay or reduction in the production cycle. Any such adverse change could have a negative effect on the Company’s financial\nresults.\n\n \n\n**We incur significant costs and devote substantial\nmanagement time as a result of being subject to reporting requirements in the United States, which may adversely affect our operating\nresults in the future.**\n\n** **\n\nAs a company subject to reporting\nrequirements in the United States, we incur significant legal, accounting and other expenses that we would not have incurred as a private\nIrish company. For example, we are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable\nrequirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations\nsubsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls and changes\nin corporate governance practices.\n\n \n\nCompliance with these requirements\nincreases our legal and financial compliance costs and makes some activities more time-consuming and costly, while also diverting management\nattention. These requirements are expected to become more burdensome once the Company ceases to qualify as an emerging growth company\nunder the JOBS Act, which may occur in fiscal year 2026. In addition, at that time, assuming the Company qualifies as an “accelerated\nfiler,” it will be required to include an auditor attestation report on its internal control over financial reporting, which is\nexpected to result in additional costs and may require significant management time and resources.\n\n \n\n21\n\n \n\n \n\nFurthermore, our management\nhas limited experience operating a U.S.-listed public company and complying with the applicable regulatory and reporting requirements.\nAs a result, our management team may not successfully or effectively manage these obligations, and an increasing amount of their time\nmay be devoted to compliance-related activities, resulting in less time available to manage and grow the business.\n\n \n\nWe may not have sufficient\npersonnel with an appropriate level of knowledge, experience and training in accounting principles, practices or internal controls over\nfinancial reporting required by U.S. public companies. The development and implementation of the standards and controls necessary for\nthe Company to achieve the level of accounting and internal control standards required of a U.S. public company may require higher than\nanticipated costs. We may need to expand our workforce and hire additional employees to support our operations as a public company, which\nwill increase our operating costs in future periods.\n\n \n\n**Risks related to Financial, Tax and Accounting**\n\n** **\n\n**The Company’s financial condition\nand results of operations may fluctuate from period to period, which could cause results to fall below expectations and adversely affect\nthe price of shares.**\n\n** **\n\nOur financial condition and\nresults of operations have fluctuated in the past and may continue to fluctuate in the future due to a variety of factors, many of which\nare beyond our control. These factors include, among others, the timing and volume of new sales, fluctuations in service and maintenance\ncosts, particularly with respect to EV charging systems, changes in sales and marketing or research and development expenses, and variability\nin costs and timing associated with the development and execution of large-scale BESS projects, including the large-scale battery project.\nThe introduction of new products may initially result in lower gross margins and demand for EV charging and battery storage systems may\nbe weaker than anticipated, including as a result of changes in governmental regulations and incentives.\n\n \n\nIn addition, the timing of\nproduct development and commercialization, the length of sales and installation cycles, supply chain interruptions and manufacturing or\ndelivery delays may cause variability in the Company’s results of operations. Further, other factors, such as the Company’s\nability to attract and retain qualified personnel or external events affecting the Company’s customers, suppliers or partners, may\nalso contribute to fluctuations in financial performance.\n\n \n\nFluctuations in operating\nresults and cash flow could, among other things, give rise to short-term liquidity issues. In addition, revenue and other operating results\nmay fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of the common\nstock.\n\n \n\n**The Warrants are accounted for as liabilities\nand the changes in fair value of the Warrants could have a material effect on our financial results.**\n\n** **\n\nIn accordance with IFRS 9\n- Financial Instruments and IAS 32 - Financial Instruments: Presentation, the Company has determined that its Warrants should be measured\nat fair value on its statement of financial position, with any changes in fair value to be reported each period in earnings on its consolidated\nstatements of profit or loss and comprehensive income (loss). As a result of the recurring fair value measurement, the Company’s\nfinancial statements may fluctuate on an interim basis, based on factors which are outside of its control. Due to the recurring fair value\nmeasurement, the Company expects that it will recognize non-cash gains or losses on the Warrants each reporting period and that the amount\nof such gains or losses could be material. Recent repricing and exercise activity with respect to certain Warrants may increase the volatility\nand magnitude of such non-cash gains or losses.\n\n \n\n22\n\n \n\n \n\n**The ability of the Company to utilize net\noperating loss and tax credit carryforwards may be limited, which could adversely affect its future tax position.**\n\n** **\n\nThe Company’s ability\nto utilize its net operating loss and tax credit carryforwards depends on its ability to generate sufficient future taxable income. The\nCompany has incurred significant net losses since inception and expects to continue to incur losses for the foreseeable future, which\nmay limit its ability to utilize such carryforwards. In addition, the Company’s ability to utilize these tax attributes may be subject\nto further limitations under applicable tax laws.\n\n \n\nADSE GM generated a loss carryforward\nin its development phase in an amount of EUR 156.7 million (corporate income tax) as of its financial year ended December 31, 2025 which\nmay be used to off-set taxes in Germany on future income. As a matter of German tax law, loss carryforwards may be disregarded for tax purposes\nin case of a change of control unless certain exemptions are met (e.g. valuation issues of hidden reserves). While currently management\nis optimistic that these criteria can be met in whole or in part and thus loss carryforwards will continue to be available for the future,\nthere is no certainty that the German Tax Authorities will recognize this assessment as it has a certain discretionary scope to evaluate\nhidden reserves and company values.\n\n \n\n**The Company has identified material weaknesses\nin its internal control over financial reporting and may identify additional material weaknesses in the future, which could impair its\nability to produce reliable financial statements.**\n\n** **\n\nWe have limited accounting\nand financial reporting personnel and other resources with which to address the internal controls and procedures required for public companies.\nBecoming a U.S.-listed public company, we operate in an increasingly demanding regulatory environment, which requires us to comply with\nNasdaq regulations, SEC rules and regulations, expanded disclosure requirements, accelerated reporting requirements and more complex accounting\nrules. Company responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control\nover financial reporting and disclosure controls and procedures. Effective internal controls in accordance with the Sarbanes-Oxley Act\nare necessary for us to produce reliable financial reports and are important to help prevent financial fraud.\n\n \n\nSince becoming a public company,\nensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements\non a timely basis has become costly and a time-consuming effort. In addition, the rapid growth of our operations has created a need for\nadditional resources within the accounting and finance functions in order to produce timely financial information and to ensure the level\nof segregation of duties customary for a public company.\n\n \n\nOur management is responsible\nfor establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding\nthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our\nmanagement is also required, on a yearly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and\nmaterial weaknesses identified. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial\nreporting, such that there is a reasonable possibility that a material misstatement in our annual consolidated financial statements might\nnot be prevented or detected on a timely basis. As described in “Item 15. Controls and Procedures”, there were several material\nweaknesses identified in our disclosure and internal controls over financial reporting.\n\n \n\nWe are in the process of designing\nand implementing measures to improve our internal control over financial reporting to remediate the material weaknesses, including by\nimplementing new information technology and systems for the preparation of the financial statements, implementing additional review procedures\nwithin our accounting and finance department, hiring additional staff and engaging external accounting experts to support improving our\naccounting processes and procedures and supplement our internal resources in our computation processes.\n\n \n\nWe have developed a remediation\nplan and are continuously working on the implementation and further improvement of this plan. Our remediation plan can only be accomplished\nover time, and these initiatives may not accomplish their intended effects. Failure to maintain our internal control over financial reporting\ncould adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. Likewise,\nif our financial statements are not filed on a timely basis, we could be subject to regulatory actions, legal proceedings or investigations\nby Nasdaq, the SEC or other regulatory authorities, which could result in a material adverse effect on our business and/or we may not\nbe able to maintain compliance with certain of our agreements. Ineffective internal controls could also cause investors to lose confidence\nin our financial reporting, which could have a negative effect on our stock price, business strategies and ability to raise capital.\n\n \n\n23\n\n \n\n \n\nWe anticipate that the process\nof building our accounting and financial functions and infrastructure will result in substantial costs, including significant additional\nprofessional fees and internal costs. Any disruptions or difficulties in implementing or using such a system could adversely affect our\ncontrols and harm our business. Moreover, such disruption or difficulties could result in unanticipated costs and diversion of management’s\nattention.\n\n \n\nEven after the remediation\nof our material weaknesses, our management does not expect that our internal controls ever will prevent or detect all errors and all fraud.\nA control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s\nobjectives will be met. No evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur\nor that all control issues and instances of fraud, if any, within the business will have been detected.\n\n \n\nIf we are unable to maintain\nproper and effective internal controls, we may not be able to produce timely and accurate financial statements. If we cannot provide reliable\nfinancial reports or prevent fraud, our business and results of operations could be harmed, investors could lose confidence in our reported\nfinancial information and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.\n\n \n\n**Future changes in U.S. and foreign tax laws\ncould adversely affect the Company.**\n\n** **\n\nThe U.S. Congress, the Organisation\nfor Economic Co-operation and Development, and government agencies in jurisdictions where we and our affiliates do business have focused\non issues related to the taxation of multinational corporations. In particular, specific attention has been paid to “base erosion\nand profit shifting”, where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with\nlower tax rates. As a result, the tax laws in Ireland, Germany, the U.S. and other countries in which we and our affiliates do business\ncould change, on a prospective or retroactive basis, and any such change could adversely affect us.\n\n \n\n**Risks related to Ownership of Our Ordinary Shares and Warrants and\nOur Capital Structure**\n\n** **\n\n**The trading price of the Ordinary Shares\nor Listed Warrants may be volatile, which could result in substantial losses for investors.**\n\n** **\n\nThe stock market in general\nhas experienced extreme volatility in recent periods, including due to geopolitical conflicts, inflationary pressures and other macroeconomic\ndevelopments, often unrelated to the operating performance of companies. As a result of this volatility, shareholders may not be able\nto sell their Ordinary Shares or Listed Warrants at or above the price paid for the securities.\n\n \n\nThe market price for the Ordinary\nShares and Listed Warrants may fluctuate significantly in response to numerous factors, many of which are beyond the Company’s control,\nincluding, among others, (i) general market conditions and macroeconomic developments (including geopolitical conflicts, inflation and\npublic health events), political and country risks in the jurisdictions in which the Company operates and changes in applicable laws,\nregulations or government incentives; (ii) actual or anticipated variations in the Company’s operating results and its ability to\nmeet internal estimates or external expectations, as well as changes in or failure to maintain securities analyst coverage or estimates,\nincluding the publication of unfavorable or inaccurate research; (iii) conditions and trends in the Company’s industry and fluctuations\nin the market prices and trading volumes of comparable companies; and (iv) company-specific developments, including announcements by the\nCompany or its competitors regarding products, services, strategic transactions or other developments, regulatory investigations, litigation\nor adverse publicity relating to the Company or its products, rumors or market speculation, actions by short sellers, business disruption\nand costs related to shareholder activism, the expiration of lock-up arrangements, changes in key personnel, sales or anticipated sales\nof Ordinary Shares or Listed Warrants by the Company or its shareholders, announcements relating to capital structure transactions, the\nrepricing or exercise of Warrants, equity issuances or other financing activities, and expectations regarding future dividends.\n\n \n\nIn addition, significant volatility\nin the market price of the Ordinary Shares may increase the likelihood of securities class action or derivative litigation. Such litigation,\neven if without merit, could result in substantial costs, divert management’s attention and resources and adversely affect the Company’s\nbusiness, financial condition and results of operations.\n\n \n\n24\n\n \n\n \n\n**An active trading market of the Ordinary\nShares and Listed Warrants may not be sustained.**\n\n** **\n\nAn active trading market for\nthe Ordinary Shares and Listed Warrants may not be sustained. In the absence of an active trading market for the Ordinary Shares and/or\nListed Warrants, investors may not be able to sell their Ordinary Shares or Listed Warrants, respectively, at or above the price they\npaid at the time that they would like to sell. In addition, an inactive market may impair our ability to raise capital by selling shares\nor equity securities and may impair our ability to acquire business partners by using the Ordinary Shares as consideration, which, in\nturn, could harm our business.\n\n \n\n**If the Ordinary Shares or Listed Warrants\nare not eligible for deposit and clearing within the facilities of DTC, then transactions in the Ordinary Shares and/or Listed Warrants\nmay be disrupted.**\n\n** **\n\nThe facilities of DTC are\na widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include\nmany large banks and brokerage firms.\n\n \n\nThe Ordinary Shares and the\nListed Warrants are eligible for deposit and clearing within the DTC system. We have entered into arrangements with DTC whereby we have\nagreed to indemnify DTC for any Irish stamp duty that may be assessed upon it as a result of its service as a depository and clearing\nagency for the Ordinary Shares and such Listed Warrants. Accordingly, DTC has agreed to accept the Ordinary Shares and Listed Warrants\nfor deposit and clearing within its facilities.\n\n \n\nHowever, while DTC has accepted\nthe Ordinary Shares and/or Listed Warrants, it generally will have discretion to cease to act as a depository and clearing agency for\nthe Ordinary Shares and/or Listed Warrants. If DTC determined at any time that the Ordinary Shares and/or Listed Warrants were not eligible\nfor continued deposit and clearance within its facilities, then we believe the Ordinary Shares and/or Listed Warrants would not be eligible\nfor continued listing on a U.S. securities exchange and trading in the Ordinary Shares and/or Listed Warrants would be disrupted. While\nwe would pursue alternative arrangements to preserve the Company’s listing and maintain trading, any such disruption could have\na material adverse effect on the trading price of the Ordinary Shares and/or Listed Warrants.\n\n \n\n**A limited free float and potential sales\nof shares by significant shareholders may reduce liquidity in the Ordinary Shares and adversely affect their market price.**\n\n** **\n\nA significant portion of the\nCompany’s Ordinary Shares is held by a small number of large shareholders, resulting in a relatively limited free float. As a result,\ntrading in the Ordinary Shares may be less liquid and more volatile, and investors may have difficulty buying or selling shares in desired\nquantities or at desired prices.\n\n \n\nIn addition, certain shareholders\nhave acquired, and may acquire in the future, additional Ordinary Shares, including through the exercise or repricing of the Warrants\nor other rights to acquire Ordinary Shares, or other transactions at prices below the prevailing market price. Recent and potential future\nissuances of a significant number of Ordinary Shares in connection with such transactions may increase the number of shares available\nfor resale in the public market. These shareholders may have different investment horizons and liquidity objectives than other investors\nand may, from time to time, seek to sell some or all of their holdings. The actual or anticipated sale of a substantial number of Ordinary\nShares in the public market, or the perception that such sales may occur, could create an overhang and exert downward pressure on the\nmarket price of the Ordinary Shares. This effect may be exacerbated where shares have been issued at prices below the current market price,\nwhich may be viewed negatively by the market and result in increased volatility or a decline in the trading price of the Ordinary Shares.\n\n \n\n**The Company has issued, and may continue\nto issue, additional Ordinary Shares, warrants or other equity securities without shareholder approval, which has resulted, and may continue\nto result, in dilution to existing shareholders and may depress the market price of the Ordinary Shares.**\n\n** **\n\nAs of May 15, 2026, we have\nwarrants (including Listed Warrants and Warrants) outstanding to purchase up to an aggregate of 13,847,054 Ordinary Shares and outstanding\noptions exercisable for 1,738,138 Ordinary Shares. We have recently issued, and may continue to issue, Ordinary Shares in connection with\nthe exercise or repricing of Warrants and other financing transactions, including at prices below the prevailing market price, which has\nresulted, and may continue to result, in dilution to existing shareholders. A significant number of additional Ordinary Shares remain\nissuable upon the exercise of warrants or other rights, and such issuances could further increase dilution, particularly if they occur\nwithin a short period of time.\n\n \n\n25\n\n \n\n \n\nIn addition, we may choose\nto seek third-party financing to provide working capital for our business, in which event we may issue additional equity securities. We\nmay also issue additional Ordinary Shares or other equity securities of equal or senior rank in the future for any reason or in connection\nwith, among other things, future acquisitions, the redemption of outstanding warrants, or repayment of outstanding indebtedness, without\nshareholder approval.\n\n \n\nThe issuance of additional\nOrdinary Shares or other equity securities of equal or senior rank could have the following effects: (i) existing shareholders’\nproportionate ownership interest will decrease; (ii) the amount of cash available per share, including for payment of dividends in the\nfuture, may decrease; (iii) the relative voting strength of each previously outstanding Ordinary Share could be diminished; and (iv) the\nmarket price of the Ordinary Shares may decline.\n\n \n\n**The Company may redeem your Listed Warrants\nprior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless.**\n\n** **\n\nWe may redeem your Listed\nWarrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless. We will have the ability\nto redeem outstanding Listed Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per\nwarrant, provided that the last sales price of the Ordinary Shares reported has been at least $18.00 per share (as adjusted for share\nsub-divisions, share capitalizations, reorganizations, recapitalizations and the like) on each of 20 trading days within the 30 trading\nday period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders. We will not\nredeem the warrants as described above unless (i) a registration statement under the Securities Act covering the Ordinary Shares issuable\nupon exercise of such warrants is effective and a current prospectus relating to those Ordinary Shares is available throughout the 30-day\nredemption period or (ii) we have elected to require the exercise of the Listed Warrants on a cashless basis; provided, however, that\nif and when the Listed Warrants become redeemable by the Company, we may not exercise such redemption right if the issuance of Ordinary\nShares upon exercise of the Listed Warrants is not exempt from registration or qualification under applicable state blue sky laws or we\nare unable to effect such registration or qualification. Redemption of the outstanding Listed Warrants could force you (i) to exercise\nyour Listed Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your\nListed Warrants at the then-current market price when you might otherwise wish to hold your Listed Warrants, or (iii) to accept the nominal\nredemption price which, at the time the outstanding Listed Warrants are called for redemption, is likely to be substantially less than\nthe market value of your Listed Warrants.\n\n \n\nRecent trading prices for\nthe Ordinary Shares have not met the $18.00 per share threshold at which the Listed Warrants would become redeemable. In such a case,\nthe holders will be able to exercise their Listed Warrants prior to redemption for a number of Ordinary Shares determined based on the\nfair market value of the Ordinary Shares.\n\n \n\nThe value received upon exercise\nof the Listed Warrants (1) may be less than the value the holders would have received if they had exercised their Listed Warrants at a\nlater time where the underlying share price is higher and (2) may not compensate the holders for the value of the Listed Warrants.\n\n \n\n**As an Irish public limited company, certain\ncapital structure decisions regarding the Company will require the approval of the shareholders of the Company, which may limit our flexibility\nto manage our capital structure.**\n\n** **\n\nIrish law generally provides\nthat a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if authorized to do so by a company’s\nconstitution or by an ordinary resolution. Such authorization may be granted for up to the maximum of a company’s authorized but\nunissued share capital and for a maximum period of five years, at which point it must be renewed by another ordinary resolution. The Company’s\nM&A authorizes the Board of Directors of the Company to allot shares up to the maximum of the Company’s authorized but unissued\nshare capital until December 22, 2026. This authorization will need to be renewed by ordinary resolution upon its expiration and at periodic\nintervals thereafter. Under Irish law, an allotment authority may be given for up to five years at each renewal, but governance considerations\nmay result in renewals for shorter periods or for less than the maximum permitted number of shares being sought or approved.\n\n \n\n26\n\n \n\n \n\nWhile Irish law also generally\nprovides shareholders with pre-emptive rights when new shares are issued for cash, it is possible for the Company’s M&A, or\nfor shareholders of the Company in a general meeting, to exclude such pre-emptive rights. The Company’s M&A excludes pre-emptive\nrights until December 22, 2026. This exclusion will need to be renewed by special resolution upon its expiration and at periodic intervals\nthereafter. Under Irish law, a disapplication of pre-emption rights may be authorized for up to five years at each renewal, but governance\nconsiderations may result in renewals for shorter periods or for less than the maximum permitted number of unissued shares being sought\nor approved.\n\n \n\n**Certain shareholders that own a significant\npercentage of the Company may have interests that conflict with the Company’s or yours in the future.**\n\n** **\n\nCertain shareholders own a\nsignificant percentage of the outstanding Ordinary Shares. See “Item 7. Major Shareholders and Related Party Transactions-7.A. Major\nShareholders.” For so long as these shareholders continue to own a significant percentage of our Ordinary Shares, they will be able\nto significantly influence or effectively control the composition of our board of directors and the approval of actions requiring shareholder\napproval through their voting power. Accordingly, for such period, these shareholders will have significant influence with respect to\nour management, business plans and policies, including the appointment and removal of our officers, while other shareholders may have\nlimited ability to influence corporate decisions or the outcome of shareholder votes. In particular, for so long as these shareholders\ncontinue to have a significant percentage of the outstanding Ordinary Shares, they will be able to cause or prevent a change of control\nof the Company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of the Company.\nThe concentration of ownership could deprive you of an opportunity to receive a premium for your Ordinary Shares as part of a sale of\nthe Company and ultimately might affect the market price of the Ordinary Shares.\n\n \n\n**The Irish Takeover Rules may affect takeover\ntransactions involving the Company and limit the ability of potential acquirers to obtain control.**\n\n** **\n\nWe are subject to the Irish\nTakeover Rules, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies\nlisted on certain stock exchanges, including Nasdaq. The Irish Takeover Rules are administered by the Irish Takeover Panel, which has\nsupervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated\nor unfairly prejudiced and, in situations involving multiple bidders, that there is a level playing field. For example, pursuant to the\nIrish Takeover Rules, the Board of Directors of the Company will not be permitted, without shareholder approval, to take certain actions\nwhich might frustrate an offer for Ordinary Shares once the Board of Directors of the Company has received an approach that might lead\nto an offer or has reason to believe that an offer is, or may be, imminent.\n\n \n\nUnder the Irish Takeover Rules,\nif an acquisition of Ordinary Shares were to increase the aggregate holdings of the acquirer (together with its concert parties) to 30%\nor more of the voting rights of the Company, such acquirer and, in certain circumstances, its concert parties would be required (except\nwith the consent of the Irish Takeover Panel) to make an offer for the outstanding Ordinary Shares at a price not less than the highest\nprice paid by such acquirer or its concert parties for Ordinary Shares during the previous 12 months. This requirement would also be triggered\nby the acquisition of Ordinary Shares by any person holding (together with its concert parties) between 30% and 50% of the voting rights\nof the Company if the effect of such acquisition were to increase that person’s voting rights by 0.05% within a 12-month period.\n\n \n\n**Provisions in the Company’s M&A\nand under Irish law may delay or prevent a change of control and limit shareholders’ ability to influence corporate matters.**\n\n** **\n\nProvisions in the Company’s\nM&A may have the effect of delaying or preventing a change of control or changes in the Company’s management. The Company’s\nM&A include provisions that: (i) require that the Company’s board of directors is classified into three classes of directors\nwith staggered three-year terms; (ii) permit the board of directors to establish the number of directors and fill any vacancies and newly\ncreated directorships; (iii) prohibit shareholder action by written consent without unanimous approval of all holders of Ordinary Shares;\n(iv) permit the board of directors to issue preference shares without shareholder approval, with such rights, preferences and privileges\nas it may designate; and (v) allow the board of directors to adopt a shareholder rights plan upon such terms and conditions as it deems\nexpedient and in the best interests of the Company.\n\n \n\nThese provisions could discourage,\ndelay or prevent a transaction that shareholders may consider favorable, including a takeover, and could limit the market price of the\nOrdinary Shares.\n\n \n\n27\n\n \n\n \n\n**As a foreign private issuer, the Company\nis exempt from certain U.S. reporting and governance requirements, which may result in less information and fewer protections for investors.**\n\n** **\n\nA foreign private issuer under\nthe Exchange Act is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements\nwith the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private\nissuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. As a foreign private\nissuer, we are exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange\nAct. Our principal shareholders are exempt from the reporting provisions and from the “short-swing” profit recovery provisions\nof Section 16 of the Exchange Act with respect to their acquisition and disposition of our Ordinary Shares. Accordingly, there may be\nless publicly available information concerning the Company than there is for companies whose securities are registered under the Exchange\nAct but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies.\n\n \n\nIn addition, certain information\nmay be provided by the Company in accordance with Irish law, which may differ in substance or timing from such disclosure requirements\nunder the Exchange Act. As a foreign private issuer, under Nasdaq rules we are subject to less stringent corporate governance requirements.\nSubject to certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of the\nlisting requirements of Nasdaq, including, for example, certain internal controls as well as board, committee and director independence\nrequirements. Except for our intention to comply with the Irish law in lieu of the requirements set forth in Nasdaq Listing Rules 5635(b)\nand 5635(d) as described in “Item 16.G. Corporate Governance” we do not currently intend to follow any Irish corporate governance\npractices in lieu of Nasdaq corporate governance rules, but we cannot assure you that this will not change. If the Company determines\nto follow any other Irish corporate governance practices in lieu of Nasdaq corporate governance standards, we will disclose each Nasdaq\nrule that we do not intend to follow and describe the Irish practice that we will follow in lieu thereof.\n\n \n\nAs a result of these exemptions\nand differences, investors may have access to less information about the Company and may benefit from fewer protections than they would\nif the Company were subject to the full requirements applicable to U.S. domestic issuers, which could make it more difficult to evaluate\nthe Company and could adversely affect the market price and liquidity of the Ordinary Shares and Listed Warrants.\n\n \n\n**The Company may lose its foreign private\nissuer status in the future, which could result in significant additional costs and expenses.**\n\n** **\n\nIn the future, we would lose\nour foreign private issuer status if many of our shareholders, directors or management are U.S. citizens or residents, and we fail to\nmeet additional requirements necessary to avoid loss of foreign private issuer status. Although our management has elected to comply with\ncertain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and\ncompliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private\nissuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are\nmore detailed and extensive than the forms available to a foreign private issuer. For example, the annual report on Form 10-K requires\ndomestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic\ncompensation philosophy, objectives, annual total compensation (base salary, bonus, and equity compensation) and potential payments in\nconnection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers\nto disclose compensation information on an aggregate basis. We would also have to mandatorily comply with U.S. federal proxy requirements.\nMembers of our board of directors, our officers, and our principal shareholders will become subject to the short-swing profit disclosure\nand recovery provisions, and our principal shareholders will become subject to reporting provisions, of Section 16 of the Exchange Act\nwith respect to their acquisition and disposition of our Ordinary Shares. We may also be required to modify certain of our policies to\ncomply with good governance practices associated with U.S. domestic issuers and convert from IFRS to U.S. GAAP. Such conversion and modifications\nwill involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements\non U.S. stock exchanges that are available to foreign private issuers.\n\n \n\n28\n\n \n\n \n\n**Risks related to Enforcement of Rights and our Status as a Non-U.S.\nCompany**\n\n** **\n\n**The Company’s M&A contains exclusive\nforum provisions for certain claims, which could limit shareholders’ ability to obtain a favorable judicial forum for disputes with\nthe Company or its directors, officers or employees.**\n\n** **\n\nThe Company’s M&A\nprovides that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United\nStates of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting\na cause of action arising under the Exchange Act or the Securities Act of 1933 (the “Federal Forum Provision”). As a result,\nclaims brought by shareholders under the Securities Act must generally be brought in federal court and cannot be brought in state court.\nClaims arising under the Exchange Act are already subject to exclusive federal jurisdiction, and the Company’s M&A confirms\nthis position.\n\n \n\nAny person or entity purchasing\nor otherwise acquiring or holding any interest in any of the Company’s securities shall be deemed to have notice of and consented\nto the Company’s exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a shareholder’s\nability to bring a claim in a judicial forum that it finds favorable and may increase the costs associated with pursuing such claims,\nwhich may discourage lawsuits against the Company and its directors, officers and employees.\n\n \n\nIn addition, there can be\nno assurance that these provisions will be enforced by a court. While similar federal forum provisions have been upheld by courts, including\nthe Delaware Supreme Court, there can be no assurance that courts will continue to uphold or enforce such provisions in all circumstances\nor in any particular case. If these provisions are not enforced, the Company may incur additional costs associated with resolving such\nmatters in other jurisdictions.\n\n \n\nAs a matter of Irish law,\nthe Company’s shareholders are bound by the provisions of the Company’s M&A. An Irish court would be expected to recognize\nthe exclusive jurisdiction of the federal district courts of the United States of America in respect of causes of action arising under\nthe Exchange Act or the Securities Act 1933.\n\n \n\n**The jurisdiction and choice of law clauses\nset forth in the Company’s Warrants, together with its status as an Irish company, may limit a warrant holder’s ability to\neffectively pursue its legal rights.**\n\n** **\n\nOur Warrants generally provide\nthat disputes arising under the applicable Warrant are governed by New York law and that the Company consents to exclusive jurisdiction\nin state and federal courts of the State of New York. This provision may limit the ability of warrant holders to bring a claim against\nthe Company other than in courts of the State of New York and may limit a warrant holder’s ability to bring a claim in a judicial\nforum that it finds more favorable for disputes under the applicable warrant or warrant agreement. Certain of our Warrants, however, also\nexpressly make clear that this choice of law and forum provision shall not restrict a warrant holder from bringing a claim under the Exchange\nAct in any federal or state court having jurisdiction over such claim. To the extent that any such claims may be based upon federal law\nclaims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability\ncreated by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent\njurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the\nrules and regulations thereunder. Irrespective of the ability of a warrant holder to bring an action in any such forum, due to the fact\nthat we are an Irish company with all of our properties located outside of the United States, if a warrant holder brings a claim against\nus under the applicable Warrant agreement, the Securities Act or Exchange Act, or otherwise, such warrant holder may have difficulty pursuing\nits legal rights against us in any United States courts having jurisdiction over any such claims.\n\n \n\n29\n\n \n\n \n\n**Investors may face difficulties in protecting\ntheir interests, and their ability to protect their rights through the U.S. federal courts may be limited, because we are formed under\nIrish law.**\n\n** **\n\nWe are a company formed under\nthe laws of Ireland, all of our properties are located outside of the United States, a majority of our directors and officers reside outside\nof the United States, the majority of our assets are currently located outside the United States, and a majority of our assets are likely\nto remain located outside the United States in the future. As a result, it may be difficult, or in some cases not possible, for investors\nin the United States to enforce their legal rights against the Company, to effect service of process upon our directors or officers or\nto enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors under United States\nlaws.\n\n \n\nOur corporate affairs will\nbe governed by the Company’s M&A, the Irish Companies Act and the common law of Ireland. The rights of shareholders to take\naction against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors under Irish law are\ngoverned by the Irish Companies Act and the common law of Ireland. The rights of our shareholders and the fiduciary responsibilities of\nour directors under Irish law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions\nin the United States. In particular, Ireland has a less developed body of securities laws compared to the United States, and some states,\nsuch as Delaware, have more fully developed and judicially interpreted bodies of corporate law.\n\n \n\n**Irish, German and European insolvency laws\nare substantially different from U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency\nlaws.**\n\n** **\n\nAs an Irish public limited\ncompany and as a company with its “centre of main interest” in Germany, we are subject to Irish and German insolvency laws\nin the event any insolvency proceedings are initiated against us including, among other things, Regulation (EU) 2015/848 of the European\nParliament and of the Council of May 20, 2015 on insolvency proceedings. Should courts in another European country determine that the\ninsolvency laws of that country apply to us in accordance with and subject to such EU regulations, the courts in that country could have\njurisdiction over the insolvency proceedings initiated against us. Insolvency laws in Germany, Ireland, or the relevant other European\ncountry, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult\nfor our shareholders to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.\n\n \n\n**The Company may be or become a passive foreign\ninvestment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders.**\n\n** **\n\nIf the Company is a PFIC\nfor any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section titled\n“Item 10.E. Taxation - Material U.S. Federal Income Tax Considerations) of Ordinary Shares or Listed Warrants, the U.S. Holder\nmay be subject to adverse U.S. federal income tax consequences and additional reporting requirements. The Company believes that it\nwas not a PFIC in its 2025 taxable year and does not expect to be treated as a PFIC for the current taxable year or in future\ntaxable years. However, this conclusion is a factual determination that must be made annually at the close of each taxable year and\ndepends, among other things, upon the composition of the Company’s gross income and assets. Accordingly, there can be no assurance that the Company will not be treated as a PFIC for any taxable\nyear. For a more detailed discussion of certain material U.S. federal income tax consideration that may be relevant to a U.S. Holder\nin respect of the Company’s PFIC classification, please see the section titled “Item 10.E. Taxation - Material U.S.\nFederal Income Tax Considerations.” U.S. Holders are urged to consult their tax advisors regarding the possible application of\nthe PFIC rules to acquiring, owning and disposing of Ordinary Shares and Listed Warrants.\n\n \n\n**In certain limited circumstances, dividends\npaid by the Company may be subject to Irish dividend withholding tax (“DWT”).**\n\n** **\n\nWe do not intend to pay dividends\non our Ordinary Shares in the foreseeable future. If we were to declare and pay dividends, in certain limited circumstances, DWT (currently\nat a rate of 25%) may arise in respect of dividends paid on the Ordinary Shares. Whether we will be required to deduct DWT from dividends\npaid to a shareholder will depend largely on whether the shareholder qualifies for an exemption from DWT under Irish law and has provided\na valid DWT Form to his or her broker (in the case of shares held beneficially), or to our transfer agent (in the case of shares held\ndirectly). A number of exemptions from DWT exist such that shareholders resident in the U.S. and other exempt countries may be entitled\nto exemptions from DWT. Where an exemption from DWT does not apply in respect of a distribution made to a holder of Ordinary Shares, the\nCompany is responsible for withholding DWT prior to making such distribution and remitting the relevant payment to the Revenue Commissioners\nof Ireland.\n\n \n\n30\n\n \n\n \n\nShareholders resident in the\nU.S. who are beneficially entitled to any dividends paid on their Ordinary Shares and who hold their Ordinary Shares through DTC will\nnot be subject to dividend withholding tax, provided the addresses of the beneficial owners of such Ordinary Shares in the records of\nthe brokers holding such Ordinary Shares are recorded as being in the U.S. (and such brokers have further transmitted the relevant information\nto a qualifying intermediary appointed by the Company). However, other holders of Ordinary Shares may be subject to dividend withholding\ntax, which could adversely affect the price of their Ordinary Shares.\n\n \n\nSee “Item 10.E. Taxation\n- Anticipated Material Irish Tax Consequences to Non-Irish Holders of ADSE Holdco Securities.”\n\n \n\n**Ordinary Shares or Listed Warrants received\nby means of a gift or inheritance could be subject to Irish capital acquisitions tax.**\n\n** **\n\nIrish capital acquisitions\ntax (“CAT”) could apply to a gift or inheritance of Ordinary Shares or Listed Warrants irrespective of the place of residence,\nordinary residence or domicile of the parties. This is because Ordinary Shares and Listed Warrants will be regarded as property situated\nin Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses\nare exempt from CAT. Children have a tax-free threshold of €400,000 in respect of taxable gifts or inheritances received from their\nparents.\n\n \n\nIt is recommended that each\nshareholder consult his or her own tax advisor as to the tax consequences of holding Ordinary Shares and Listed Warrants in, and receiving\ndistributions from, the Company.\n\n \n\n**A transfer of Ordinary Shares or Listed\nWarrants, other than one effected by means of the transfer of book-entry interests in the Depositary Trust Company, may be subject to\nIrish stamp duty.**\n\n** **\n\nTransfers of Ordinary Shares\nand Listed Warrants effected by means of the transfer of book entry interests in the Depositary Trust Company (“DTC”) will\nnot be subject to Irish stamp duty. It is anticipated that the majority of Ordinary Shares and Listed Warrants will be traded through\nDTC by brokers who hold such shares on behalf of customers.\n\n \n\nHowever, if you hold your\nOrdinary Shares and/or Listed Warrants directly rather than beneficially through DTC, or if you hold the shares beneficially (i.e. through\nDTC) but transfer to a buyer who holds the acquired Ordinary Shares and/or Listed Warrants directly, the transfer of your Ordinary Shares\nand/or Listed Warrants could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market\nvalue of the Ordinary Shares or Listed Warrants acquired). Payment of Irish stamp duty is generally a legal obligation of the transferee.\nThe potential for stamp duty could adversely affect the price of your Ordinary Shares.\n\n \n\nA shareholder who directly\nholds shares may transfer those shares into his or her own broker account to be held through DTC without giving rise to Irish stamp duty\nprovided that the shareholder has confirmed to our transfer agent that there is no change in the beneficial ownership of the shares as\na result of the transfer and the transfer into DTC is not effected in contemplation of a sale of such shares by the beneficial owner to\na third party.\n\n \n\n31"}