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Item 1A. Risk Factors

2025-03-13 compared with 2024-03-14 · 575 added, 484 removed, 89 unchanged (92% of the section changed)

Risk Factors.

deciding to purchase, hold or sell our common stock, you should carefully consider the risks described below in addition to the other

information contained in this Report and in our other filings with the Securities and Exchange Commission, including subsequent reports

on Forms 10-Q and 8-K.

The risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties

not presently known to us or that we currently deem immaterial may also affect our business.

If any of these known or unknown risks or

uncertainties actually occurs with material adverse effects on Alto Ingredients, our business, financial condition, results of operations

and/or liquidity could be seriously harmed.

In that event, the market price for our common stock will likely decline, and you may lose

all or part of your investment.

Related to our Business

results of operations and our ability to operate at a profit are largely dependent on our ability to manage the costs of corn, natural

gas and other production inputs, with the prices of our alcohols and essential ingredients, all of which are subject to volatility and

results of operations are highly impacted by commodity prices, including the cost of corn, natural gas and other production inputs that

we must purchase, and the prices of alcohols and essential ingredients that we sell.

Prices and supplies are subject to and determined

by numerous market and other forces over which we have no control, such as inclement or favorable weather, domestic and global demand,

supply excesses or shortages, export conditions, inflationary conditions, global geopolitical tensions and various governmental policies

in the United States and throughout the world.

volatility of corn, natural gas and other production inputs, and alcohols and essential ingredients, may cause our results of operations

to fluctuate significantly.

We may fail to generate expected levels of net sales and profits even under fixed-price and other contracts

for the sale of specialty alcohols used in consumer products.

Our customers may not pay us timely or at all, even under longer-term,

fixed-price contracts for our specialty alcohols, and may seek to renegotiate prices under those contracts during periods of falling

prices or high price volatility.

the past several years, for example, the spread between corn and fuel-grade ethanol prices has fluctuated significantly.

are likely to continue to occur.

A sustained negative or narrow spread, whether as a result of sustained high or increased corn prices

or sustained low or decreased alcohol or essential ingredient prices, would adversely affect our results of operations and financial

Revenues from sales of alcohols, particularly fuel-grade ethanol, and essential ingredients have in the past and could in

the future decline below the marginal cost of production, which have in the past and may again in the future force us to suspend production,

particularly fuel-grade ethanol production, at some or all of our facilities.

For example, we hot-idled our Magic Valley facility in

early 2023 due to unfavorable market conditions and again hot-idled our Magic Valley facility in early 2024 in part due to unfavorable

market conditions.

addition, some of our fuel-grade ethanol marketing and distribution activities will likely be unprofitable in a market of generally declining

prices due to the nature of our business.

For example, to satisfy customer demand, we maintain certain quantities of fuel-grade ethanol

inventory for subsequent resale.

Moreover, we procure much of our fuel-grade ethanol inventory outside of contracted third-party marketing

and distribution arrangements and therefore must buy fuel-grade ethanol at a price established at the time of purchase and sell fuel-grade

ethanol at an index price established later at the time of sale that is generally reflective of movements in the market price of fuel-grade

As a result, our margins for fuel-grade ethanol sold in these transactions generally decline and may turn negative as the market

price of fuel-grade ethanol declines.

can provide no assurances that corn, natural gas or other production inputs can be purchased at or near current or any specific prices,

or that our alcohols or essential ingredients will sell at or near current or any particular prices.

Consequently, our results of operations

and financial condition may be adversely affected by increases in the prices of corn, natural gas and other production inputs or decreases

in the prices of our alcohols and essential ingredients.

prices of our products are volatile and subject to large fluctuations, which may cause our results of operations to fluctuate significantly.

prices of our products are volatile and subject to large fluctuations.

For example, the market price of fuel-grade ethanol is dependent

upon many factors, including the supply of ethanol and the price of gasoline, which is in turn dependent upon the price of petroleum

which itself is highly volatile, difficult to forecast and influenced by a wide variety of global economic and geopolitical conditions,

including decisions concerning petroleum output by the Organization of Petroleum Exporting Countries (OPEC) and their allies, an intergovernmental

organization that seeks to manage the price and supply of oil on the global energy market.

Other important factors that impact the price

of petroleum include war and threats of war, attacks on or threats to shipping vessels as has recently occurred in the Red Sea, the consequent

rerouting of supply lines to less direct or more expensive paths, and other supply chain disruptions.

fuel-grade ethanol sales are tied to prevailing spot market prices rather than long-term, fixed-price contracts.

Fuel-grade ethanol prices,

as reported by the Chicago Mercantile Exchange, ranged from $1.58 to $2.67 per gallon in 2023, from $2.00 to $2.88 per gallon in 2022

and from $1.48 to $3.75 per gallon in 2021.

In addition, even under longer-term, fixed-price contracts for our specialty alcohols, our

customers may seek to renegotiate prices under those contracts during periods of falling prices or high price volatility.

in the prices of our products may cause our results of operations to fluctuate significantly.

may engage in hedging transactions and other risk mitigation strategies that could harm our results of operations and financial condition.

partially offset the effects of production input and product price volatility, in particular, corn and natural gas costs and fuel-grade

ethanol prices, we may enter into contracts to purchase a portion of our corn or natural gas requirements on a forward basis or fix the

sale price of portions of our alcohol production.

In addition, we may engage in other hedging transactions involving exchange-traded

futures contracts for corn, natural gas and unleaded gasoline from time to time.

The financial statement impact of these activities is

dependent upon, among other things, the prices involved and our ability to sell sufficient products to use all of the corn and natural

gas for which forward commitments have been made.

We have recognized losses in the past, and may suffer losses in the future, from our

hedging arrangements.

For example, for the year ended December 31, 2023, we recognized net losses of $8.0 million related to the change

in the fair values of hedging contracts.

arrangements also expose us to the risk of financial loss in situations where our counterparty to the hedging contract defaults on its

contract or, in the case of exchange-traded contracts, where there is a change in the expected differential between the underlying price

in the hedging agreement and the actual prices paid or received by us.

In addition, our open contract positions may require cash deposits

to cover margin calls, negatively impacting our liquidity.

As a result, our hedging activities and fluctuations in the price of corn,

natural gas, fuel-grade ethanol and unleaded gasoline may adversely affect our results of operations, financial condition and liquidity.

in our production or distribution, including from climate change and other weather effects, may adversely affect our business, results

of operations and financial condition.

business depends on the continuing availability of rail, road, port, storage and distribution infrastructure.

In particular, due to limited

storage capacity at some of our production facilities and other considerations related to production efficiencies, certain facilities

depend on timely delivery of corn.

Alcohol production also requires a significant and uninterrupted supply of other raw materials and

energy, primarily water, electricity and natural gas.

Local water, electricity and gas utilities may fail to reliably supply the water,

electricity and natural gas that our production facilities need or may fail to supply those resources on acceptable terms.

poor weather has caused disruptions in rail transportation, which slowed the delivery of fuel-grade ethanol by rail, a key method by

which fuel-grade ethanol from our Pekin Campus is transported to market.

example, in the third quarter of 2023 we experienced unusually high unscheduled production downtime for repairs and maintenance which

reduced sales volumes and profits.

In 2022, a lightning strike at the utility servicing our Pekin Campus disrupted our operations, cutting

power to our facilities and materially affecting our production, resulting in unexpected repair and maintenance costs, lost production

Before deciding to purchase, hold or sell

our common stock, you should carefully consider the risks described below in addition to the other information contained in this Report

and in our other filings with the Securities and Exchange Commission, including subsequent reports on Forms 10-Q and 8-K.

The risks and

uncertainties described below are not the only ones we face.

Additional risks and uncertainties not presently known to us or that we

currently deem immaterial may also affect our business.

If any of these known or unknown risks or uncertainties actually occurs with

material adverse effects on Alto Ingredients, our business, financial condition, results of operations and/or liquidity could be seriously

In that event, the market price for our common stock will likely decline, and you may lose all or part of your investment.

Risks Related to our Business

Our results of operations and our ability to operate

at a profit are largely dependent on our ability to manage the costs of corn, natural gas and other production inputs, with the prices

of our alcohols and essential ingredients, all of which are subject to volatility and uncertainty.

Our results of operations are highly impacted

by commodity prices, including the cost of corn, natural gas and other production inputs that we must purchase, and the prices of alcohols

and essential ingredients that we sell.

Prices and supplies are subject to and determined by numerous market and other forces over which

we have no control, such as inclement or favorable weather, domestic and global demand, supply excesses or shortages, export conditions,

inflationary conditions, global geopolitical tensions and various governmental policies in the United States and throughout the world.

Price volatility of corn, natural gas and other

production inputs, and alcohols and essential ingredients, may cause our results of operations to fluctuate significantly.

to generate expected levels of net sales and profits even under fixed-price and other contracts for the sale of specialty alcohols used

in consumer products.

Our customers may not pay us timely or at all, even under longer-term, fixed-price contracts for our specialty

alcohols, and may seek to renegotiate prices under those contracts during periods of falling prices or high price volatility.

Historically, the spread between corn and

fuel-grade ethanol prices has fluctuated significantly.

Fluctuations are likely to continue to occur.

A sustained negative or narrow

spread, whether as a result of sustained high or increased corn prices or sustained low or decreased alcohol or essential ingredient

prices, would adversely affect our results of operations and financial condition.

Revenues from sales of alcohols, particularly

fuel-grade ethanol, and essential ingredients have in the past and could in the future decline below the marginal cost of

production, which have in the past and may again in the future force us to suspend production, particularly fuel-grade ethanol

production, at some or all of our facilities.

For example, we hot-idled our Magic Valley facility in early 2023 due to unfavorable

market conditions and again hot-idled our Magic Valley facility in early 2024 in part due to unfavorable market conditions and to

expedite the installation of additional equipment needed to achieve the intended production rate, quality and consistency from the

corn oil and high protein system at the facility.

We restarted the Magic Valley facility in July 2024, but due to challenging market

economics, we cold-idled the plant at the end of 2024.

In addition, some of our fuel-grade ethanol marketing

and distribution activities will likely be unprofitable in a market of generally declining prices due to the nature of our business.

For example, to satisfy customer demand, we maintain certain quantities of fuel-grade ethanol inventory for subsequent resale.

we procure much of our fuel-grade ethanol inventory outside of contracted third-party marketing and distribution arrangements and therefore

must buy fuel-grade ethanol at a price established at the time of purchase and sell fuel-grade ethanol at an index price established

later at the time of sale that is generally reflective of movements in the market price of fuel-grade ethanol.

As a result, our margins

for fuel-grade ethanol sold in these transactions generally decline and may turn negative as the market price of fuel-grade ethanol declines.

We can provide no assurances that corn, natural

gas or other production inputs can be purchased at or near current or any specific prices, or that our alcohols or essential ingredients

will sell at or near current or any particular prices.

Consequently, our results of operations and financial condition may be adversely

affected by increases in the prices of corn, natural gas and other production inputs or decreases in the prices of our alcohols and essential

The prices of our products are volatile and subject

to large fluctuations, which may cause our results of operations to fluctuate significantly.

The prices of our products are volatile and subject

to large fluctuations.

For example, the market price of fuel-grade ethanol is dependent upon many factors, including the supply of ethanol

and the price of gasoline, which is in turn dependent upon the price of petroleum which itself is highly volatile, difficult to forecast

and influenced by a wide variety of global economic and geopolitical conditions, including decisions concerning petroleum output by the

Organization of Petroleum Exporting Countries (OPEC) and their allies, an intergovernmental organization that seeks to manage the price

and supply of oil on the global energy market.

Other important factors that impact the price of petroleum include war and threats of

war, attacks on or threats to shipping vessels as has recently occurred in the Red Sea, the consequent rerouting of supply lines to less

direct or more expensive paths, and other supply chain disruptions.

Our fuel-grade ethanol sales are tied to prevailing

spot market prices rather than long-term, fixed-price contracts.

Fuel-grade ethanol prices, as reported by the Chicago Mercantile Exchange,

ranged from $1.38 to $2.12 per gallon in 2024, from $1.58 to $2.67 per gallon in 2023 and from $2.00 to $2.88 per gallon in 2022.

addition, even under longer-term, fixed-price contracts for our specialty alcohols, our customers may seek to renegotiate prices under

those contracts during periods of falling prices or high price volatility.

Fluctuations in the prices of our products may cause our results

of operations to fluctuate significantly.

We may engage in hedging transactions and other risk

mitigation strategies that could harm our results of operations and financial condition.

To partially offset the effects of production

input and product price volatility, in particular, corn and natural gas costs and fuel-grade ethanol prices, we may enter into contracts

to purchase a portion of our corn or natural gas requirements on a forward basis or fix the sale price of portions of our alcohol production.

In addition, we may engage in other hedging transactions involving exchange-traded futures contracts for corn, natural gas and unleaded

gasoline from time to time.

The financial statement impact of these activities is dependent upon, among other things, the prices involved

and our ability to sell sufficient products to use all of the corn and natural gas for which forward commitments have been made.

recognized losses in the past, and may suffer losses in the future, from our hedging arrangements.

For example, for the year ended December

31, 2023, we recognized net losses of $8.0 million related to the change in the fair values of hedging contracts.

Hedging arrangements also expose us to the risk

of financial loss in situations where our counterparty to the hedging contract defaults on its contract or, in the case of exchange-traded

contracts, where there is a change in the expected differential between the underlying price in the hedging agreement and the actual

prices paid or received by us.

In addition, our open contract positions may require cash deposits to cover margin calls, negatively impacting

our liquidity.

As a result, our hedging activities and fluctuations in the price of corn, natural gas, fuel-grade ethanol and unleaded

gasoline may adversely affect our results of operations, financial condition and liquidity.

Disruptions in our production or distribution, including

from climate change and other weather effects, may adversely affect our business, results of operations and financial condition.

Our business depends on the continuing availability

of rail, road, port, storage and distribution infrastructure.

In particular, due to limited storage capacity at some of our production

facilities and other considerations related to production efficiencies, certain facilities depend on timely delivery of corn.

production also requires a significant and uninterrupted supply of other raw materials and energy, primarily water, electricity and natural

Local water, electricity and gas utilities may fail to reliably supply the water, electricity and natural gas that our production

facilities need or may fail to supply those resources on acceptable terms.

In the past, poor weather has caused disruptions in rail transportation,

which slowed the delivery of fuel-grade ethanol and/or corn by rail to and from our facilities.

For example, in the first quarter of 2024, extreme

cold weather conditions in January at our Pekin Campus restricted barge deliveries and increased standby fees.

To manage inventory levels,

we transported more product by rail, a higher cost mode of transportation.

Cold weather conditions also required us to shift to lower

margin feed products and reduced our production rates across our Pekin Campus, hindering our ability to produce specialty alcohol at

full capacity.

In the third quarter of 2023 we experienced unusually high unscheduled production downtime for repairs and maintenance

which reduced sales volumes and profits.

In 2022, a lightning strike at the utility servicing our Pekin Campus disrupted our operations,

cutting power to our facilities and materially affecting our production, resulting in unexpected repair and maintenance costs, lost production

and degradation in the quality of work-in-progress inventories.

In addition, in 2020, we experienced closure of the Illinois River for

lock repairs which required greater use of less cost-effective modes of product transport such as via rail and truck, which resulted

in higher costs and negatively affected our results of operations.

in production or distribution, whether caused by labor difficulties, unscheduled downtimes and other operational hazards inherent in

the alcohol production industry, including equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation

accidents, climate change and natural disasters such as earthquakes, floods and storms, or other weather effects, or human error or malfeasance

or other reasons, could prevent timely deliveries of corn or other raw materials and energy, and could delay transport of our products

to market, and may require us to halt production at one or more production facilities, any of which could have a material adverse effect

on our business, results of operations and financial condition.

of these operational hazards may also cause personal injury or loss of life, severe damage to or destruction of property and equipment

or environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties.

Our insurance

may not fully cover the potential hazards described above or we may be unable to renew our insurance on commercially reasonable terms

alcohol or essential ingredient production or higher inventory levels may cause a decline in prices for those products, and may have

other negative effects, materially and adversely impacting our results of operations, cash flows and financial condition.

prices of our alcohols and essential ingredients are highly impacted by competing third-party supplies of those products.

if fuel-grade ethanol production margins improve, we anticipate that owners of production facilities operating at below capacity, or

owners of idled production facilities, will increase production levels, thereby resulting in more abundant fuel-grade ethanol supplies

and inventories.

Increases in the supply of alcohols and essential ingredients may not be commensurate with increases in demand for alcohols

and essential ingredients, thus leading to lower prices.

Any of these outcomes could have a material adverse effect on our results of

operations, cash flows and financial condition.

may suffer impairments in the value of our long-lived assets which may materially and adversely affect our results of operations.

evaluate our long-lived assets annually for impairment or when circumstances indicate that the full carrying value of an asset may be

unrecoverable.

These evaluations rely on financial and other assumptions concerning the assets, any of which may not materialize in the

For example, we recognized asset impairments of $6.5 million and $3.1 million for the years ended December 31, 2023 and 2021,

respectively.

We may recognize additional impairments of the values of our long-lived assets in the future based on then-prevailing financial

and other circumstances.

Impairments of our long-lived assets may materially and adversely affect our results of operations.

Disruptions in production or distribution, whether

caused by labor difficulties, unscheduled downtimes and other operational hazards inherent in the alcohol production industry, including

equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation accidents, climate change and

natural disasters such as earthquakes, floods and storms, or other weather effects, or human error or malfeasance or other reasons, could

prevent timely deliveries of corn or other raw materials and energy, and could delay transport of our products to market, and may require

us to halt production at one or more production facilities, any of which could have a material adverse effect on our business, results

of operations and financial condition.

Some of these operational hazards may also cause

personal injury or loss of life, severe damage to or destruction of property and equipment or environmental damage, and may result in

suspension of operations and the imposition of civil or criminal penalties.

Our insurance may not fully cover the potential hazards described

above or we may be unable to renew our insurance on commercially reasonable terms or at all.

Increased alcohol or essential ingredient production

or higher inventory levels may cause a decline in prices for those products, and may have other negative effects, materially and adversely

impacting our results of operations, cash flows and financial condition.

The prices of our alcohols and essential ingredients

are highly impacted by competing third-party supplies of those products.

In addition, if fuel-grade ethanol production margins improve,

we anticipate that owners of production facilities operating at below capacity, or owners of idled production facilities, will increase

production levels, thereby resulting in more abundant fuel-grade ethanol supplies and inventories.

Increases in the supply of alcohols

and essential ingredients may not be commensurate with increases in demand for alcohols and essential ingredients, thus leading to lower

Any of these outcomes could have a material adverse effect on our results of operations, cash flows and financial condition.

We may suffer impairments in the value of our long-lived

assets which may materially and adversely affect our results of operations.

We evaluate our long-lived assets annually for

impairment or when circumstances indicate that the full carrying value of an asset may be unrecoverable.

These evaluations rely on financial

and other assumptions concerning the assets, any of which may not materialize in the future.

For example, we recognized asset impairments

of $24.8 million and $6.5 million for the years ended December 31, 2024 and 2023, respectively.

We may recognize additional impairments

of the values of our long-lived assets in the future based on then-prevailing financial and other circumstances.

Impairments of our long-lived

assets may materially and adversely affect our results of operations.

Our alcohol production relies on traditional corn-based

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Moreover, our

plants are constructed and operate exclusively as corn-based alcohol production facilities.

plants are constructed and operate primarily as corn-based alcohol production facilities.

Competitors and other third parties have undertaken

research to develop competing products to corn-based alcohols, and ethanol in particular, as well as new process technologies.

These research

efforts seek alternatives to corn-based ethanol and traditional process technologies aimed at improving real or perceived problems with

the fuel, such as the carbon and energy intensity of its production, its lower energy content compared to gasoline and its hydrophobic

research efforts seek alternatives to corn-based ethanol and traditional process technologies aimed at improving real or perceived problems

with the fuel, such as the carbon and energy intensity of its production, its lower energy content compared to gasoline and its hydrophobic

nature resulting in water separation in transit or at other times.

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or new process technologies are developed and attract widespread or even modest adoption, we may be forced to modify our production facilities,

including our process technologies, if possible, to transition in full or in part to these other products or process technologies to remain

Modifying our production facilities may require expertise that our personnel may not possess and would likely require significant

capital expenditures the funding for which we may not have.

An inability to remain competitive due to the introduction and adoption of

competing products or new process technologies, or significant costs associated with the adoption of new products and process technologies,

would materially and adversely affect our business, financial condition and results of operations.

and sustained higher prices may adversely impact our results of operations and financial condition.

have experienced adverse inflationary impacts on key production inputs, wages and other costs of labor, equipment, services, and other

business expenses.

In addition, we have experienced adverse inflationary impacts on our budgets and expenses for many of our in-process

and planned capital projects.

Inflation and its negative impacts could escalate in future periods.

Even if inflation stabilizes or abates,

the prices of key production inputs, wages and other costs of labor, equipment, services, and other business expenses, and for our capital

projects, may remain at elevated levels.

including our process technologies, if possible, to transition in full or in part to these other products or process technologies to

remain competitive.

Modifying our production facilities may require expertise that our personnel may not possess and would likely require

significant capital expenditures the funding for which we may not have.

An inability to remain competitive due to the introduction and

adoption of competing products or new process technologies, or significant costs associated with the adoption of new products and process

technologies, would materially and adversely affect our business, financial condition and results of operations.

Inflation and sustained higher prices may adversely

impact our results of operations and financial condition.

We have experienced adverse inflationary impacts

on key production inputs, wages and other costs of labor, equipment, services, and other business expenses.

In addition, we have experienced

adverse inflationary impacts on our budgets and expenses for many of our in-process and planned capital projects.

Inflation and its negative

impacts could escalate in future periods.

Even if inflation stabilizes or abates, the prices of key production inputs, wages and other

costs of labor, equipment, services, and other business expenses, and for our capital projects, will likely remain at elevated levels.

We may not be able to include these additional costs in the prices of the products we sell.

As a result, inflation and sustained higher prices may have a material adverse effect on our results of operations and financial condition.

change, and governmental regulations aimed at addressing climate-related issues, may affect conditions to which our business is highly

sensitive, many of which could materially and adversely harm our business, results of operations and financial condition.

business is highly sensitive to commodity prices, in particular, the prices of corn and natural gas.

Inclement weather from climate change,

including extreme temperatures or drought, may adversely affect growing conditions, which may reduce available corn supplies, our primary

production input, and other grain substitutes, driving up prices and thereby increasing our production input costs.

In addition, governmental

regulators may disfavor carbon-based energy sources, such as natural gas, leading to regulations that disincentivize their use or otherwise

make their production more difficult and costly, driving up their prices.

Higher natural gas prices would likewise increase our production

factors that may result from climate change, or that may result from governmental regulations aimed at addressing climate-related issues,

may also adversely affect our business, including the following:

As a result, inflation and sustained higher

prices may have a material adverse effect on our results of operations and financial condition.

Climate change, and governmental regulations aimed

at addressing climate-related issues, may affect conditions to which our business is highly sensitive, many of which could materially

and adversely harm our business, results of operations and financial condition.

Our business is highly sensitive to commodity

prices, in particular, the prices of corn and natural gas.

Inclement weather from climate change, including extreme temperatures or drought,

may adversely affect growing conditions, which may reduce available corn supplies, our primary production input, and other grain substitutes,

driving up prices and thereby increasing our production input costs.

In addition, governmental regulators may disfavor carbon-based energy

sources, such as natural gas, leading to regulations that disincentivize their use or otherwise make their production more difficult

and costly, driving up their prices.

Higher natural gas prices would likewise increase our production input costs.

Other factors that may result from climate change,

or that may result from governmental regulations aimed at addressing climate-related issues, may also adversely affect our business,

including the following:

is one of our key production inputs;

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water temperatures due to increased global or regional temperatures may negatively affect

production efficiencies due to water temperature production requirements given the poor cooling

capacities of our older facilities;

production efficiencies due to water temperature production requirements given the limited

cooling capacities of our older facilities;

and other inclement weather may negatively affect our river access, other transportation

2 unchanged sentences

may critically impact certain high energy-intensive production technologies, such as our

wet milling and multiple distillation processes for high-quality alcohol;

wet milling and multiple distillation processes for the highest quality specialty alcohols;

and market transition away from combustion fuels and fuel-grade ethanol blending may threaten

the viability of our renewable fuels business;

● costs and regulatory burdens associated with governmental regulations

that limit or tax greenhouse gas emissions, such as CO 2 , from alcohol production and distribution, or from truck transport

and packaging associated with Eagle Alcohol’s business and use of drums and totes, will negatively impact us.

legislation in the United States to address climate change issues, including at the federal, state and local levels, likely will continue.

This includes new or expanded cap-and-trade programs that may layer additional costs on any business that emits greenhouse gases.

legislation, including new or expanded cap-and-trade programs, could materially and adversely impact our production cost structure and

the market viability of our products.

of these factors could materially and adversely harm our business, results of operations and financial condition.

Related to our Finances

have incurred significant losses and negative operating cash flow in the past and we may incur losses and negative operating cash flow

in the future, which may hamper our operations and impede us from expanding our business.

have incurred significant losses and negative operating cash flow in the past.

For example, for the three months ended December 31, 2023

and the years ended December 31, 2023 and 2022, we incurred consolidated net losses of approximately $19.0 million, $28.0 million and

$41.6 million, respectively.

We may incur losses and negative operating cash flow in the future.

We expect to rely on cash on hand, cash,

if any, generated from our operations, borrowing availability under our lines of credit and proceeds from our future financing activities,

if any, to fund all of the cash requirements of our business.

Additional losses and negative operating cash flow may hamper our operations

and regulatory burdens associated with governmental regulations that limit or tax greenhouse

gas emissions, such as CO 2 , from alcohol production and distribution, or from

truck transport and packaging associated with Eagle Alcohol’s business and use of drums

and totes, will negatively impact us.

New legislation in the United States to address

climate change issues, especially at the state and local levels, may be passed and implemented, materially and adversely impacting our

Any of these factors could materially and adversely

harm our business, results of operations and financial condition.

Risks Related to our Finances

We have incurred significant losses and negative

operating cash flow in the past and we may incur losses and negative operating cash flow in the future, which may hamper our operations

and impede us from expanding our business.

We are engaged in a wide variety of capital improvement

These projects, and their financing, costs, timing and effects, are based on our plans, expectations and various assumptions

that may not eventuate.

We may therefore be unable to timely achieve, or achieve at all, the results we expect, including as to projected

additional EBITDA and Adjusted EBITDA.

We are engaged

in a wide variety of capital improvement projects to diversify and enhance our revenue streams and to expand margins and profitability

by reducing costs.

These projects have different timelines, returns on investment and risk profiles.

In addition, we must raise significant

additional capital to complete some of our projects, including our carbon capture and storage project.

Our expected financial and other

results from these projects are based on assumptions around many factors, including their costs, timing, operation and market prices

prevailing at project completion and thereafter, as well as tax and other favorable environmental attributes associated with low carbon

ethanol that may accrue to our benefit.

For example, our assumptions around the anticipated results of our CCS project rely heavily on

the tax benefits that may accrue to us under the Inflation Reduction Act of 2022 as well as other favorable environmental attributes

associated with carbon capture and storage and low carbon alcohol production.

These tax and other benefits may change, including as a

result of new or repealed laws, new administrations and the implementation or interpretation of existing laws.

We can provide no assurances

that any particular benefit will be available to us upon completion of our CCS project, or thereafter, or any other capital improvement

Capital improvement

projects require significant outlays of capital and are often subject to material execution risks.

We may have insufficient financial

resources, and we may be unable to raise sufficient capital, to complete our projects timely or at all.

Although we intend to use reputable

third-party contractors with expertise in their fields to implement our projects, adverse conditions and events as well as delays in capital

projects are not uncommon.

Moreover, the projects’ interaction with existing processes may result in the degradation of other plant

For example, operation of our corn oil and high protein system at our Magic Valley facility has resulted in inconsistent product

quality and degraded other operations at the plant, including production rates.

We continue to work to resolve the system’s issues

but can provide no assurance that the system will perform as anticipated or perform sufficiently well to justify continued operation or

expansion to our three other dry mills.

In the past, we have extended our expected completion dates for various projects and, as circumstances

require, may have to do so again.

We can provide

no assurances that our projects will be completed, or if completed, will be completed timely.

We also can provide no assurances that our

project assumptions will reflect prevailing future conditions or that our projects will achieve the results we expect, including as to

projected additional EBITDA and Adjusted EBITDA.

Failure to achieve our expected results may have a material adverse effect on our business,

financial condition and results of operations.

regularly incur significant expenses to repair, maintain and upgrade our production facilities and operating equipment, and any interruption

in our operations would harm our operating performance.

regularly incur significant expenses to repair, maintain and upgrade our production facilities and operating equipment, estimated at

an average of $30.0 million per year.

We have incurred significant losses and negative

operating cash flow in the past.

For example, for the years ended December 31, 2024, 2023 and 2022, we incurred consolidated net losses

of approximately $59.0 million, $28.0 million and $41.6 million, respectively.

For the year ended December 31, 2024, we incurred negative

operating cash flow of $3.5 million.

We may incur losses and negative operating cash flow in the future.

We expect to rely on cash on

hand, cash, if any, generated from our operations, borrowing availability under our lines of credit and proceeds from our future financing

activities, if any, to fund all of the cash requirements of our business.

Additional losses and negative operating cash flow may hamper

our operations and impede us from expanding our business.

We are engaged in multiple capital improvement projects.

These projects, and their financing, costs, timing and effects, are based on our plans, expectations and various assumptions that may

not eventuate.

We may therefore be unable to timely achieve, or achieve at all, the results we expect, including as to projected additional

EBITDA and Adjusted EBITDA.

We are engaged in multiple capital improvement

projects to diversify and enhance our revenue streams and to expand margins and profitability by reducing costs.

These projects have

different timelines, returns on investment and risk profiles.

In addition, we must raise significant additional capital to complete some

of our projects, including our CCS project.

Our expected financial and other results from these projects are based on assumptions around

many factors, including their costs, timing, operation and market prices prevailing at project completion and thereafter, as well as

tax and other favorable environmental attributes associated with low carbon alcohol that may accrue to our benefit.

For example, our

assumptions around the anticipated results of our CCS project rely heavily on the tax benefits that may accrue to us under the Inflation

Reduction Act of 2022 as well as other favorable environmental attributes associated with carbon capture and storage and low carbon alcohol

These tax and other benefits may change, including as a result of new or repealed laws, new administrations and the implementation

or interpretation of existing laws, or the exhaustion of funds or benefits available under a particular program.

For example, in January

2025, the new administration suspended all Inflation Reduction Act spending for 90 days.

In addition, certain provisions of the Inflation

Reduction Act lack proposed or final regulations and guidance.

Regulators could issue new regulations or guidance that significantly

narrows the application of clean energy tax incentives, and could even defer or withdraw regulations, which could materially and adversely

affect the economic outcome of our CCS project.

We can provide no assurances that any particular benefit will be available to us upon

completion of our CCS project, or thereafter, or any other capital improvement project.

Capital improvement projects require significant

outlays of capital and are often subject to material execution risks and delays.

Our CCS project in particular requires Environmental

Protection Agency, or EPA, approval but the EPA’s own projected timeline for approval has lengthened and may lengthen further.

We may have insufficient financial resources, and we may be unable to raise sufficient capital, to complete our projects timely or at

Although we intend to use reputable third-party contractors with expertise in their fields to implement our projects, adverse conditions

and events as well as delays in capital projects are not uncommon.

Moreover, the projects’ interaction with existing processes

may result in the degradation of other plant operations.

For example, operation of our corn oil and high protein system at our Magic

Valley facility previously resulted in inconsistent product quality and degraded other operations at the plant, including production

In the past, we have extended our expected completion dates for various projects and, as circumstances require, may have to do

In addition, our CCS project may be adversely

affected by the SAFE CCS Act or the United States Supreme Court’s decision in the case of Chevron U.S.A., Inc.

Natural Resources

Defense Council, Inc., or both, as discussed below.

The timing and economics of our CCS project may also be adversely affected by new

rules proposed by the U.S.

Department of Transportation’s Pipeline and Hazardous Materials Safety Administration that impose stronger

standards for CO 2 pipelines and establish new standards for transporting CO 2 in a gaseous state via pipeline, adding

additional requirements and costs to the project.

We can provide no assurances that our projects

will be completed, or if completed, will be completed timely or within budget.

We also can provide no assurances that our project assumptions

will reflect prevailing future conditions or that our projects will achieve the results we expect, including as to projected additional

EBITDA and Adjusted EBITDA.

Failure to achieve our expected results may have a material adverse effect on our business, financial condition

and results of operations.

We regularly incur significant expenses to repair,

maintain and upgrade our production facilities and operating equipment, and any interruption in our operations would harm our operating

We regularly incur significant expenses to repair,

maintain and upgrade our production facilities and operating equipment, estimated at an average of $30.0 million per year.

$35.0 million of these expenses for 2024.

The machines and equipment we use to produce our alcohols and essential ingredients are complex,

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shutdowns to perform repairs.

For example, in the third quarter of 2023 we experienced unusually high unscheduled production downtime

for repairs and maintenance at our Pekin Campus which reduced sales volumes and increased losses.

These scheduled and unscheduled shutdowns

result in lower sales and increased costs in the periods during which a shutdown occurs and could result in unexpected operational issues

in future periods resulting from changes to equipment and operational and mechanical processes made during shutdown.

indebtedness may expose us to risks that could negatively impact our business, prospects, liquidity, cash flows and results of operations.

have incurred, and anticipate incurring additional, substantial indebtedness for our capital improvement projects.

We expect that these

projects, when completed, will generate financial returns sufficient to service and ultimately repay or refinance our indebtedness.

the costs, timing, and effects of our capital improvement projects may not meet our projections.

For example, we completed our biennial wet mill outage at our Pekin Campus in Spring 2024.

was offline for ten days, which negatively impacted sales and margins for the second quarter.

In the first quarter of 2024, production

at our Colombia facility was hampered by equipment issues that extended the facility’s regularly scheduled outage.

quarter of 2023 we experienced unusually high unscheduled production downtime for repairs and maintenance at our Pekin Campus which reduced

sales volumes and increased losses.

These scheduled and unscheduled shutdowns result in lower sales and increased costs in the periods

during which a shutdown occurs and could result in unexpected operational issues in future periods resulting from changes to equipment

and operational and mechanical processes made during shutdown.

Our indebtedness may expose us to risks that could

negatively impact our business, prospects, liquidity, cash flows and results of operations.

We have incurred, and anticipate incurring additional,

substantial indebtedness for our capital improvement projects.

We expect that these projects, when completed, will generate financial

returns sufficient to service and ultimately repay or refinance our indebtedness.

However, the costs, timing, and effects of our capital

improvement projects may not meet our projections.

In addition, our indebtedness could:

it more difficult to repay or refinance our indebtedness if it becomes due during adverse economic

and industry conditions;

it more difficult to repay or refinance our indebtedness if it becomes due during adverse

economic and industry conditions;

in adverse consequences due to a breach of our financial or other covenants and obligations

in favor of our lenders;

limit our flexibility to pursue

strategic opportunities or react to changes in our business and the industries in which we operate and, consequently, place us at

a competitive disadvantage to our competitors who have less debt;

our flexibility to pursue strategic opportunities or react to changes in our business and

the industries in which we operate and, consequently, place us at a competitive disadvantage

to our competitors who have less debt;

a substantial portion of our cash flows from operations for debt service payments, thereby

2 unchanged sentences

our ability to procure additional financing for working capital or other purposes.

ability to generate operating results and sufficient cash to make all required principal and interest payments when due, and to satisfy

our financial covenants and other obligations, depends on our performance, which is subject to a variety of factors beyond our control,

including the cost of key production inputs, the supply of and demand for alcohols and essential ingredients, and many other factors

related to the industries in which we operate.

We cannot provide any assurance that we will be able to timely service or satisfy our

debt obligations, including our financial covenants.

Our failure to timely service or satisfy our debt obligations, including to meet

our financial covenants, could result in our indebtedness being immediately due and payable, and would have a material adverse effect

on our business, business prospects, liquidity, financial condition, cash flows and results of operations.

ability to utilize net operating loss carryforwards and certain other tax attributes may be limited.

and state income tax laws impose restrictions on our use of net operating loss, or NOL, and tax credit carryforwards in the event that

an “ownership change” occurs for tax purposes, as defined by Section 382 of the Internal Revenue Code, or Code.

an ownership change occurs when stockholders owning 5% or more of a corporation entitled to use NOL or other loss carryforwards have

increased their ownership by more than 50 percentage points during any three-year period.

The annual base limitation under Section 382

of the Code is calculated by multiplying the corporation’s value at the time of the ownership change by the greater of the long-term

tax-exempt rate determined by the Internal Revenue Service in the month of the ownership change or the two preceding months.

to utilize our NOL and other loss carryforwards may be substantially limited.

These limitations could result in increased future tax

obligations, which could have a material adverse effect on our financial condition and results of operations.

Related to Legal and Regulatory Matters

may be adversely affected by environmental, health and safety laws and regulations, as well as related liabilities that may not be adequately

covered by insurance .

are subject to various federal, state and local environmental laws and regulations, including those relating to the discharge of materials

into the air, water and ground;

the generation, storage, handling, use, transportation and disposal of hazardous materials and wastes;

Our ability to generate operating results and

sufficient cash to make all required principal and interest payments when due, and to satisfy our financial covenants and other obligations,

depends on our performance, which is subject to a variety of factors beyond our control, including the cost of key production inputs,

the supply of and demand for alcohols and essential ingredients, and many other factors related to the industries in which we operate.

We cannot provide any assurance that we will be able to timely service or satisfy our debt obligations, including our financial covenants.

Our failure to timely service or satisfy our debt obligations, including to meet our financial covenants, could result in our indebtedness

being immediately due and payable, and would have a material adverse effect on our business, business prospects, liquidity, financial

condition, cash flows and results of operations.

Our ability to utilize net operating loss carryforwards

and certain other tax attributes may be limited.

Federal and state income tax laws impose restrictions

on our use of net operating loss, or NOL, and tax credit carryforwards in the event that an “ownership change” occurs for

tax purposes, as defined by section 382 of the Internal Revenue Code, or Code.

In general, an ownership change occurs when stockholders

owning 5% or more of a corporation entitled to use NOL or other loss carryforwards have increased their ownership by more than 50 percentage

points during any three-year period.

The annual base limitation under section 382 of the Code is calculated by multiplying the corporation’s

value at the time of the ownership change by the greater of the long-term tax-exempt rate determined by the Internal Revenue Service

in the month of the ownership change or the two preceding months.

Our ability to utilize our NOL and other loss carryforwards may be

substantially limited.

These limitations could result in increased future tax obligations, which could have a material adverse effect

on our financial condition and results of operations.

Risks Related to Legal and Regulatory Matters

We may be adversely affected by environmental, health

and safety laws and regulations, as well as related liabilities that may not be adequately covered by insurance .

We are subject to various federal, state and local

environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground;

the generation,

storage, handling, use, transportation and disposal of hazardous materials and wastes;

and the health and safety of our employees.

In addition, some of these laws and regulations require us to operate under permits that

are subject to renewal or modification.

These laws, regulations and permits often require expensive pollution control equipment or operational

changes to limit actual or potential impacts to the environment.

Any violation of these laws and regulations or permit conditions may

result in substantial fines, natural resource damages, criminal sanctions, permit revocations and/or production facility shutdowns.

addition, we have made, and expect to make, significant capital expenditures on an ongoing basis to comply with increasingly stringent

environmental laws, regulations and permits.

may be liable for the investigation and cleanup of environmental contamination at each of our production facilities and at off-site locations

where we arrange for the disposal of hazardous substances or wastes.

If these substances or wastes have been or are disposed of or released

at sites that undergo investigation and/or remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental

Response, Compensation and Liability Act of 1980, or other environmental laws for all or part of the costs of investigation and/or remediation,

and for damages to natural resources.

We may also be subject to related claims by private parties alleging property damage and personal

injury due to exposure to hazardous or other materials at or from those properties.

Some of these matters may require us to expend significant

amounts for investigation, cleanup or other costs not covered by insurance.

addition, new laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments

could require us to make significant additional expenditures.

Continued government and public emphasis on environmental issues will likely

result in increased future investments for environmental controls at our production facilities.

Present and future environmental laws

and regulations, and interpretations of those laws and regulations, applicable to our operations, more vigorous enforcement policies

and discovery of currently unknown conditions may require substantial expenditures that could have a material adverse effect on our results

of operations and financial condition.

hazards and risks associated with producing and transporting our products (including fires, natural disasters, explosions and abnormal

pressures and blowouts) may also result in personal injury claims or damage to property and third parties.

As protection against operating

hazards, we maintain insurance coverage against some, but not all, potential losses.

However, we could sustain losses for uninsurable

or uninsured risks, or in amounts in excess of existing insurance coverages.

Events that result in significant personal injury or damage

to our property or third parties or other losses that are not fully covered by insurance could have a material adverse effect on our

results of operations and financial condition.

may be adversely affected by food and drug laws and regulations, as well as related liabilities that may not be adequately covered by

of our products are subject to regulation by the U.S.

Food and Drug Administration, or FDA, as well as similar state agencies.

regulates, under the Federal Food, Drug, and Cosmetic Act, or FDCA, the processing, formulation, safety, manufacture, packaging, labeling

and distribution of food ingredients, vitamins, cosmetics and pharmaceuticals for active and inactive ingredients.

Many of the FDA’s

and FDCA’s rules and regulations apply directly to us as well as indirectly through their application in our customers’ products.

To be properly marketed and sold in the United States, a relevant product must be generally recognized as safe, approved and not adulterated

or misbranded under the FDCA and relevant regulations issued under the FDCA.

we fail to comply with laws and FDA regulations or those of similar state agencies, we may be prevented from selling certain of our products

and may also be subject to government agency enforcement liability.

In addition, we may be subject to product liability and other claims

by our customers or by individuals alleging personal injury from our products as food and drug additives.

maintain insurance coverage against some, but not all, potential losses.

Some of these matters, if they arise, may require us to expend

significant amounts for investigation and defense or other costs not covered by insurance.

We could sustain losses for uninsurable or

uninsured risks, or in amounts in excess of existing insurance coverages.

Events that result in significant personal injury or other

addition, some of these laws and regulations require us to operate under permits that are subject to renewal or modification.

regulations and permits often require expensive pollution control equipment or operational changes to limit actual or potential impacts

to the environment.

Any violation of these laws and regulations or permit conditions may result in substantial fines, natural resource

damages, criminal sanctions, permit revocations and/or production facility shutdowns.

In addition, we have made, and expect to make,

significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations and permits.

We may be liable for the investigation and cleanup

of environmental contamination at each of our production facilities and at off-site locations where we arrange for the disposal of hazardous

substances or wastes.

If these substances or wastes have been or are disposed of or released at sites that undergo investigation and/or

remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental Response, Compensation and Liability

Act of 1980, or other environmental laws for all or part of the costs of investigation and/or remediation, and for damages to natural

We may also be subject to related claims by private parties alleging property damage and personal injury due to exposure to

hazardous or other materials at or from those properties.

Some of these matters may require us to expend significant amounts for investigation,

cleanup or other costs not covered by insurance.

In addition, new laws, new interpretations of

existing laws, increased governmental enforcement of environmental laws or other developments could require us to make significant additional

expenditures.

Continued government and public emphasis on environmental issues will likely result in increased future investments for

environmental controls at our production facilities.

Present and future environmental laws and regulations, and interpretations of those

laws and regulations, applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions

may require substantial expenditures that could have a material adverse effect on our results of operations and financial condition.

The hazards and risks associated with producing

and transporting our products (including fires, natural disasters, explosions and abnormal pressures and blowouts) may also result in

personal injury claims or damage to property and third parties.

As protection against operating hazards, we maintain insurance coverage

against some, but not all, potential losses.

However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess

of existing insurance coverages.

Events that result in significant personal injury or damage to our property or third parties or other

losses that are not fully covered by insurance could have a material adverse effect on our results of operations and financial condition.

United States fuel-grade ethanol industry is highly dependent upon various federal and state laws and regulations and any changes in

those laws or regulations could have a material adverse effect on our results of operations, cash flows and financial condition.

domestic market for fuel-grade ethanol is significantly impacted by federal mandates for volumes of renewable fuels (such as ethanol)

required to be blended with gasoline.

Future demand for fuel-grade ethanol will largely depend on incentives to blend ethanol into motor

fuels, including the price of ethanol relative to the price of gasoline, the relative octane value of ethanol, constraints on the ability

of vehicles to use higher ethanol blends, and the Environmental Protection Agency’s, or EPA’s, established volumes from time

to time, small refinery waivers, and other applicable environmental requirements.

Our CCS project may be adversely affected

by the SAFE CCS Act and other Regulations.

The SAFE CCS Act was signed into law in Illinois

in July 2024.

We are pursuing at our Pekin Campus, located in Illinois, a CCS project that will require significant financial and personnel

Our CCS project is our most important ongoing capital improvement initiative.

The SAFE CCS Act establishes stringent safety,

financial and insurance requirements on CO 2 pipelines and imposes a moratorium on the construction of new CO 2 pipelines

until the U.S.

Department of Transportation’s Pipeline and Hazardous Materials Safety Administration finalizes its new safety rules

or July 1, 2026, whichever occur sooner.

The SAFE CCS Act will result in increased compliance and other requirements likely adding costs

and potentially adding time to complete our CCS project.

In January 2025, the U.S.

Department of Transportation’s Pipeline and Hazardous

Materials Safety Administration proposed new rules that impose stronger standards for CO 2 pipelines and establish new standards

for transporting CO 2 in a gaseous state via pipeline, adding additional requirements

and costs to the project.

We can provide no assurance that our CCS project will not be adversely affected by the SAFE CCS Act or other

regulations or that it will be financially viable in light of any new requirements and potential delays.

We may be adversely affected by food and drug laws

and regulations, as well as related liabilities that may not be adequately covered by insurance.

Some of our products are subject to regulation

Food and Drug Administration, or FDA, as well as similar state agencies.

The FDA regulates, under the Federal Food, Drug,

and Cosmetic Act, or FDCA, the processing, formulation, safety, manufacture, packaging, labeling and distribution of food ingredients,

vitamins, cosmetics and pharmaceuticals for active and inactive ingredients.

Many of the FDA’s and FDCA’s rules and regulations

apply directly to us as well as indirectly through their application in our customers’ products.

To be properly marketed and sold

in the United States, a relevant product must be generally recognized as safe, approved and not adulterated or misbranded under the FDCA

and relevant regulations issued under the FDCA.

If we fail to comply with laws and FDA regulations

or those of similar state agencies, we may be prevented from selling certain of our products and may also be subject to government agency

enforcement liability.

In addition, we may be subject to product liability and other claims by our customers or by individuals alleging

personal injury from our products as food and drug additives.

We maintain insurance coverage against some, but

not all, potential losses.

Some of these matters, if they arise, may require us to expend significant amounts for investigation and defense

or other costs not covered by insurance.

We could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing

insurance coverages.

Events that result in significant personal injury or other losses that are not fully covered by insurance could

have a material adverse effect on our results of operations and financial condition.

The United States fuel-grade ethanol industry is

highly dependent upon various federal and state laws and regulations and any changes in or reinterpretations of those laws or regulations

could have a material adverse effect on our results of operations, cash flows and financial condition.

The domestic market for fuel-grade ethanol is

significantly impacted by federal mandates for volumes of renewable fuels (such as ethanol) required to be blended with gasoline.

demand for fuel-grade ethanol will largely depend on incentives to blend ethanol into motor fuels, including the price of ethanol relative

to the price of gasoline, the relative octane value of ethanol, constraints on the ability of vehicles to use higher ethanol blends,

and the EPA’s, established volumes from time to time, small refinery waivers, and other applicable environmental requirements.

The EPA has implemented the Renewable Fuel Standard

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that must be blended into motor fuels consumed in the United States.

The EPA finalized mandatory volumes of 15.0 billion gallons for each

of 2023, 2024, and 2025 of conventional renewable fuel, or corn-based fuel-grade ethanol, which could decline in future years.

EPA may issue small refinery waivers, in full or in part, to reduce or eliminate annual renewable fuel volume requirements for small

refineries that process fewer than 75,000 barrels of petroleum daily.

In the past, the EPA has issued small refinery waivers that have

materially and adversely affected overall demand for and the price of fuel-grade ethanol.

Court of Appeals for the Fifth Circuit,

in the fourth quarter of 2023, struck down the EPA’s decision to deny numerous small refinery waivers, finding that the EPA’s

denials were impermissibly retroactive, contrary to law and counter to evidence in the litigation record.

Accordingly, small refinery

waivers from the EPA may be more likely in the future and could again materially and adversely affect overall demand for and the price

of fuel-grade ethanol.

bills in Congress introduced from time to time are also directed at altering existing renewable fuels energy legislation, but none have

passed in recent years.

Some legislative bills are directed at halting or reversing expansion of, or even eliminating in its entirety,

the renewable fuel program.

results of operations, cash flows and financial condition could be adversely impacted if the EPA reduces mandatory volumes or issues

significant small refinery waivers, or if any legislation is enacted that reduces volume requirements.

demand for fuel-grade ethanol is uncertain and may be affected by changes to federal mandates, public perception, consumer acceptance

and overall consumer demand for transportation fuel, any of which could negatively affect demand for fuel-grade ethanol and our results

of operations.

many trade groups, academics and governmental agencies support ethanol as a fuel additive that promotes a cleaner environment, others

criticize fuel-grade ethanol production and use as consuming considerably more energy and emitting more greenhouse gases than other biofuels

and potentially depleting water resources.

Some studies suggest that corn-based ethanol is less efficient than ethanol produced from

other feedstock and that it negatively impacts consumers by causing increased prices for dairy, meat and other food generated from livestock

that consume corn.

Additionally, critics of fuel-grade ethanol contend that corn supplies are redirected from international food markets

to domestic fuel markets.

If negative views of corn-based ethanol production gain broader acceptance, support for existing measures promoting

use and domestic production of corn-based ethanol as a fuel additive could decline, leading to a reduction or repeal of federal ethanol

usage mandates, which would materially and adversely affect the demand for fuel-grade ethanol.

These views could also negatively impact

public perception of the fuel-grade ethanol industry and acceptance of ethanol as an alternative fuel.

are limited markets for fuel-grade ethanol beyond those established by federal mandates.

Discretionary blending and E85 blending (i.e.,

gasoline blended with up to 85% fuel-grade ethanol by volume) are important secondary markets.

Discretionary blending is often determined

by the price of fuel-grade ethanol relative to the price of gasoline.

In periods when discretionary blending is financially unattractive,

the demand for fuel-grade ethanol may decline.

Also, the demand for fuel-grade ethanol is affected by the overall demand for transportation

Demand for transportation fuel is affected by the number of miles traveled by consumers and vehicle fuel economy.

for fuel-grade ethanol and essential ingredients, including through the transition by consumers to alternative fuel vehicles such as

electric vehicles and hybrid vehicles, would reduce the value of our ethanol and related products, erode our overall margins and diminish

our ability to generate revenue or to operate profitably.

In addition, we believe that additional consumer acceptance of E15 and E85

fuels is necessary before fuel-grade ethanol can achieve any significant growth in market share relative to other transportation fuels.

Related to Ownership of our Common Stock

stock price is highly volatile, which could result in substantial losses for investors purchasing shares of our common stock and in litigation

market price of our common stock has fluctuated significantly in the past and may continue to fluctuate significantly in the future.

The market price of our common stock may continue to fluctuate in response to one or more of the following factors, or any of the other

risks or uncertainties discussed in this report, many of which are beyond our control:

The EPA finalized mandatory volumes of 15.0 billion gallons for

each of 2023, 2024, and 2025 of conventional renewable fuels, or corn-based fuel-grade ethanol, which could decline in future years.

The EPA may issue small refinery waivers, in full

or in part, to reduce or eliminate annual renewable fuel volume requirements for small refineries that process fewer than 75,000 barrels

of petroleum daily.

In the past, the EPA has issued small refinery waivers that have materially and adversely affected overall demand

for and the price of fuel-grade ethanol.

Court of Appeals for the Fifth Circuit, in the fourth quarter of 2023, struck down

the EPA’s decision to deny numerous small refinery waivers, finding that the EPA’s denials were impermissibly retroactive,

contrary to law and counter to evidence in the litigation record.

Accordingly, small refinery waivers from the EPA may be more likely

in the future and could again materially and adversely affect overall demand for and the price of fuel-grade ethanol.

Various bills in Congress introduced from time

to time are also directed at altering existing renewable fuels energy legislation, but none have passed in recent years.

Some legislative

bills are directed at halting or reversing expansion of, or even eliminating in its entirety, the renewable fuel program.

Our results of operations, cash flows and financial

condition could be adversely impacted if the EPA reduces mandatory volumes or issues significant small refinery waivers, or if any legislation

is enacted that reduces volume requirements or if existing legislation is reinterpreted to have the same effect.

Future demand for fuel-grade ethanol is uncertain

and may be affected by changes to federal mandates, public perception, consumer acceptance and overall consumer demand for transportation

fuel, any of which could negatively affect demand for fuel-grade ethanol and our results of operations.

Although many trade groups, academics and governmental

agencies support ethanol as a fuel additive that promotes a cleaner environment, others criticize fuel-grade ethanol production and use

as consuming considerably more energy and emitting more greenhouse gases than other biofuels and potentially depleting water resources.

Some studies suggest that corn-based ethanol is less efficient than ethanol produced from other feedstock and that it negatively impacts

consumers by causing increased prices for dairy, meat and other food generated from livestock that consume corn.

Additionally, critics

of fuel-grade ethanol contend that corn supplies are redirected from international food markets to domestic fuel markets.

views of corn-based ethanol production gain broader acceptance, support for existing measures promoting use and domestic production of

corn-based ethanol as a fuel additive could decline, leading to a reduction or repeal of federal ethanol usage mandates, which would

materially and adversely affect the demand for fuel-grade ethanol.

These views could also negatively impact public perception of the

fuel-grade ethanol industry and acceptance of ethanol as an alternative fuel.

There are limited markets for fuel-grade ethanol

beyond those established by federal mandates.

Discretionary blending and E85 blending (i.e., gasoline blended with up to 85% fuel-grade

ethanol by volume) are important secondary markets.

Discretionary blending is often determined by the price of fuel-grade ethanol relative

to the price of gasoline.

In periods when discretionary blending is financially unattractive, the demand for fuel-grade ethanol may decline.

Also, the demand for fuel-grade ethanol is affected by the overall demand for transportation fuel.

Demand for transportation fuel is

affected by the number of miles traveled by consumers and vehicle fuel economy.

Lower demand for fuel-grade ethanol and essential ingredients,

including through the transition by consumers to alternative fuel vehicles such as electric vehicles and hybrid vehicles, would reduce

the value of our ethanol and related products, erode our overall margins and diminish our ability to generate revenue or to operate profitably.

In addition, we believe that additional consumer acceptance of E15 and E85 fuels is necessary before fuel-grade ethanol can achieve any

significant growth in market share relative to other transportation fuels.

The United States Supreme Court’s decision

in the case of Chevron U.S.A., Inc.

Natural Resources Defense Council, Inc.

may result in less industry-favorable rulemaking and agency

interpretations of laws and regulations, which could materially and adversely affect our results of operations, cash flows and financial

condition as well as the business and financial prospects of certain capital improvement projects, such as CCS.

The United States Supreme Court, in the landmark

case of Chevron U.S.A., Inc.

Natural Resources Defense Council, Inc., recently overturned its prior doctrine of judicial deference

to administrative interpretations of laws and regulations.

This outcome could materially and adversely affect rulemaking and agencies’

interpretations favorable to the renewable fuels industry, such as the EPA’s administration of the Renewable Fuel Standard.

outcome could also materially and adversely affect the Treasury Department’s ability to promulgate favorable regulations under

the Inflation Reduction Act of 2022, including tax credits such as the section 45Q carbon capture and storage tax credits and section

45Z low carbon fuel tax credits, as well as other industry-favorable tax credits.

Less industry-favorable rulemaking and agency interpretations

of laws and regulations could materially and adversely affect our results of operations, cash flows and financial condition as well as

the financial prospects of certain capital improvement projects, such as CCS.

Risks Related to Ownership of our Common Stock

Our stock price is highly volatile,

which could result in substantial losses for investors purchasing shares of our common stock and in litigation against us.

The market price of our common stock has fluctuated

significantly in the past and may continue to fluctuate significantly in the future.

The market price of our common stock may continue

to fluctuate in response to one or more of the following factors, or any of the other risks or uncertainties discussed in this report,

many of which are beyond our control:

● fluctuations

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in the market prices of our products;

fluctuations in the costs of

key production input commodities such as corn and natural gas;

the timing, cost and effects

of our capital improvement projects, including with respect to our CCS project and our corn oil and high

protein system at our Magic Valley facility;

anticipated trends in our financial

condition and results of operations;

our ability to obtain any necessary

the volume and timing of the

receipt of orders for our products from major customers, including annual contracted sales volumes for our specialty alcohols;

competitive pricing pressures;

changes in market valuations

of companies similar to us;

stock market price and volume

fluctuations generally;

regulatory developments or

increased enforcement;

additions or departures of

key personnel;

environmental, product or other

liabilities we may incur;

our financing activities and

future sales of our common stock or other securities;

our ability to maintain contracts

that are critical to our operations.

price at which you purchase shares of our common stock may not be indicative of the price that will prevail in the trading market.

may be unable to sell your shares of common stock at or above your purchase price, which may result in substantial losses to you and

which may include the complete loss of your investment.

In the past, securities class action litigation has often been brought against

a company following periods of high stock price volatility.

● fluctuations

in the costs of key production input commodities such as corn and natural gas;

timing, cost and effects of, and our ability to fund, our capital improvement projects, including

our CCS project;

● anticipated

trends in our financial condition and results of operations;

ability to obtain any necessary financing;

volume and timing of the receipt of orders for our products from major customers, including

annual contracted sales volumes for our specialty alcohols;

● competitive

pricing pressures;

in market valuations of companies similar to us;

market price and volume fluctuations generally;

developments or increased enforcement;

or departures of key personnel;

● environmental,

product or other liabilities we may incur;

financing activities and future sales of our common stock or other securities;

ability to maintain contracts that are critical to our operations.

The price at which you purchase shares of our

common stock may not be indicative of the price that will prevail in the trading market.

You may be unable to sell your shares of common

stock at or above your purchase price, which may result in substantial losses to you and which may include the complete loss of your

In the past, securities class action litigation has often been brought against a company following periods of high stock

price volatility.

We may be the target of similar litigation in the future.

Securities litigation

could result in substantial costs and divert management’s attention and our resources away from our business.

of the risks described above could have a material adverse effect on our results of operations, the price of our common stock, or both.

we do not plan to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their

shares unless and until they sell them.

intend to retain a significant portion of any future earnings to finance the development, operation and expansion of our business.

do not anticipate paying any cash dividends on our common stock in the near future.

The declaration, payment, and amount of any future

dividends will be made at the discretion of our board of directors, and will depend upon, among other things, our results of operations,

cash flows, and financial condition, operating and capital requirements, compliance with any applicable debt covenants, and other factors

our board of directors considers relevant.

There is no assurance that future dividends will be paid, and, if dividends are paid, there

is no assurance of the amount of any such dividend.

Unless our board of directors determines to pay dividends, our stockholders will

be required to look solely to appreciation in the value of our common stock to realize any gain on their investment.

There can be no

assurance that any such appreciation will occur.

Securities litigation could result in substantial costs and

divert management’s attention and our resources away from our business.

Any of the risks described above could have a

material adverse effect on our results of operations, the price of our common stock, or both.

Because we do not plan to pay any

cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless and until

they sell them.

We intend to retain a significant portion of any

future earnings to finance the development, operation and expansion of our business.

We do not anticipate paying any cash dividends on

our common stock in the near future.

The declaration, payment, and amount of any future dividends will be made at the discretion of our

board of directors, and will depend upon, among other things, our results of operations, cash flows, and financial condition, operating

and capital requirements, compliance with any applicable debt covenants, and other factors our board of directors considers relevant.

There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance of the amount of any such

Unless our board of directors determines to pay dividends, our stockholders will be required to look solely to appreciation

in the value of our common stock to realize any gain on their investment.

There can be no assurance that any such appreciation will occur.

Our bylaws contain exclusive forum provisions that

could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees

bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery shall be the

sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach

of a fiduciary duty owed by any director, officer or other employee of us to us or our stockholders, (c) any action asserting a claim

arising pursuant to any provision of the Delaware General Corporation Law, or (d) any action asserting a claim governed by the internal

affairs doctrine.

Our bylaws provide that, unless we consent in

writing to the selection of an alternative forum, the Delaware Court of Chancery shall be the sole and exclusive forum for (a) any derivative

action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer

or other employee of us to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware

General Corporation Law, or (d) any action asserting a claim governed by the internal affairs doctrine.

Our bylaws also provide that, unless we consent

17 unchanged sentences

The applicable courts may also reach

different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would

otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders.

to the provision making the Delaware Court of Chancery the sole and exclusive forum for certain types of actions, stockholders who do

bring a claim in the Delaware Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they

do not reside in or near Delaware.

Finally, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable in

respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such

matters in other jurisdictions, which could have a material adverse effect on us.

through security vulnerabilities could lead to disruption of our business, reduced revenue, increased costs, liability claims, or harm

to our reputation or competitive position.

vulnerabilities may arise from our hardware, software, employees, contractors or policies we have deployed, which may result in external

parties gaining access to our networks, data centers, cloud data centers, corporate computers, manufacturing systems, and/or access to

accounts we have at our suppliers, vendors or customers.

External parties may gain access to our data or our customers’ data, or

attack the networks causing denial of service or attempt to hold our data or systems in ransom.

The vulnerability could be caused

by inadequate account security practices such as the failure to timely remove employee access when terminated.

To mitigate these security

issues, we have implemented measures throughout our organization, including firewalls, backups, encryption, employee information technology

policies and user account policies.

However, there can be no assurance that these measures will be sufficient to avoid cyberattacks.

If any of these types of security breaches were to occur and we were unable to protect sensitive data, our relationships with our business

partners and customers could be materially damaged, our reputation could be materially harmed, and we could be exposed to a risk of litigation

and possible significant liability.

if we fail to adequately maintain our information technology infrastructure, we may have outages and data loss.

Excessive outages may

affect our ability to timely and efficiently deliver products to customers or develop new products.

Such disruptions and data loss may

adversely impact our ability to fulfill orders and interrupt other processes.

Delayed sales or lost customers resulting from these disruptions

could adversely affect our financial results, stock price and reputation.

and our business partners’ or contractors’ failure to fully comply with applicable data privacy or similar laws could lead

to significant fines and require onerous corrective action.

In addition, data security breaches experienced by us or our business partners

or contractors could result in the loss of trade secrets or other intellectual property, public disclosure of sensitive commercial data,

and the exposure of personally identifiable information (including sensitive personal information) of our employees, customers, suppliers,

contractors and others.

different judgments or results than would other courts, including courts where a stockholder considering an action may be located or

would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders.

respect to the provision making the Delaware Court of Chancery the sole and exclusive forum for certain types of actions, stockholders

who do bring a claim in the Delaware Court of Chancery could face additional litigation costs in pursuing any such claim, particularly

if they do not reside in or near Delaware.

Finally, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable

in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving

such matters in other jurisdictions, which could have a material adverse effect on us.

General Risk Factors

Cyberattacks through security vulnerabilities could

lead to disruption of our business, reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position.

Security vulnerabilities may arise from our hardware,

software, employees, contractors or policies we have deployed, which may result in external parties gaining access to our networks, data

centers, cloud data centers, corporate computers, manufacturing systems, and/or access to accounts we have at our suppliers, vendors

or customers.

External parties may gain access to our data or our customers’ data, or attack the networks causing denial of service

or attempt to hold our data or systems in ransom.

The vulnerability could be caused by inadequate account security practices such

as the failure to timely remove employee access when terminated.

To mitigate these security issues, we have implemented measures throughout

our organization, including firewalls, backups, encryption, employee information technology policies and user account policies.

there can be no assurance that these measures will be sufficient to avoid cyberattacks.

If any of these types of security breaches were

to occur and we were unable to protect sensitive data, our relationships with our business partners and customers could be materially

damaged, our reputation could be materially harmed, and we could be exposed to a risk of litigation and possible significant liability.

Further, if we fail to adequately maintain our

information technology infrastructure, we may have outages and data loss.

Excessive outages may affect our ability to timely and efficiently

deliver products to customers or develop new products.

Such disruptions and data loss may adversely impact our ability to fulfill orders

and interrupt other processes.

Delayed sales or lost customers resulting from these disruptions could adversely affect our financial

results, stock price and reputation.

Our and our business partners’ or contractors’

failure to fully comply with applicable data privacy or similar laws could lead to significant fines and require onerous corrective action.

In addition, data security breaches experienced by us or our business partners or contractors could result in the loss of trade secrets

or other intellectual property, public disclosure of sensitive commercial data, and the exposure of personally identifiable information

(including sensitive personal information) of our employees, customers, suppliers, contractors and others.

use or disclosure of, or access to, any personal information maintained by us or on our behalf, whether through breach of our systems,

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors