−Removed: addition to other information set forth in this report, readers should carefully consider the factors discussed in the Company’s
−Removed: prospectus, dated March 31, 2022, filed with the SEC in accordance with Rule 424(b) of the Securities Act on April 4, 2022 (the “Prospectus”)
−Removed: in connection with the Company’s initial public offering.
−Removed: Any of the risk factors disclosed in our reports could materially affect
−Removed: our business, financial condition or future results.
−Removed: The risks described here are not the only risks we face.
−Removed: Additional risks and uncertainties
−Removed: not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial
−Removed: condition and/or operating results, particularly in light of the precarious and unpredictable nature of the COVID-19 pandemic, containment
−Removed: measures, the potential for future waves of outbreaks and the related impacts to economic and operating conditions.
−Removed: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: DEFAULTS UPON SENIOR SECURITIES
+Added: Any of the risk factors
+Added: disclosed in our reports could materially affect our business, financial condition or future results.
+Added: The risks described here
+Added: are not the only risks we face.
+Added: Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial
+Added: also may materially and adversely affect our business, financial condition and/or operating results, particularly in light of the
+Added: precarious and unpredictable nature of the COVID-19 pandemic, containment measures, the potential for future waves of outbreaks
+Added: and the related impacts to economic and operating conditions.
+Added: Cautionary Note Regarding Forward-Looking Statements
+Added: These reports contain “forward-looking
+Added: statements.” Forward-looking statements reflect the current view about future events.
+Added: All statements, other than statements
+Added: of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects,
+Added: plans, objectives of management or other financial items are forward-looking statements.
+Added: The words “anticipate,” “believe,”
+Added: “estimate,” “expect,” “intend,” “may,” “plan,” “predict,”
+Added: “project,” “will,” “would” and similar expressions, or the negative of these terms or similar
+Added: expressions, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
+Added: Because forward-looking statements relate
+Added: to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.
+Added: actual results may differ materially from those contemplated by the forward-looking statements.
+Added: They are neither statements of
+Added: historical fact nor guarantees of assurance of future performance.
+Added: We caution you therefore against relying on any of these forward-looking
+Added: Important factors that could cause actual results to differ materially from those in the forward-looking statements
+Added: include, without limitation:
+Added: Summary of Risk Factors
+Added: ● We operate in an extremely competitive
+Added: industry and are subject to pricing pressures.
+Added: ● We have a history of losses.
+Added: increase, we may not be able to generate sufficient revenue to achieve and sustain profitability.
+Added: ● Our audited financial statements included
+Added: a statement that there is a substantial doubt about our ability to continue as a going concern and a continuation of negative financial
+Added: trends could result in our inability to continue as a going concern.
+Added: ● Our results of operations may be negatively
+Added: impacted by public health epidemics or outbreaks, including the novel coronavirus (“COVID-19”).
+Added: ● If we fail to expand our sales and distribution
+Added: channels, our business could suffer.
+Added: ● Our ability to expand into international
+Added: markets is uncertain.
+Added: ● Nearly all of our raw materials enter the
+Added: United States through a limited number of ports and we rely on third parties to store and ship some of our inventory;
+Added: at these ports or other product deliver difficulties could interfere with our distribution plans and reduce our revenue.
+Added: ● The uncertainty in global economic conditions
+Added: could negatively affect the Company’s operating results.
+Added: ● Government reviews, inquiries, investigations,
+Added: and actions could harm our business or reputation.
+Added: ● Our operating results could be adversely
+Added: affected by changes in the cost and availability of raw materials.
+Added: ● Increases in costs, disruption of supply
+Added: or shortage of any of our battery components, such as electronic and mechanical parts, or raw materials used in the production
+Added: of such parts could harm our business.
+Added: ● We could face potential product liability
+Added: claims relating to products we assemble, manufacture or distribute which could result in significant costs and liabilities, which
+Added: would reduce our profitability.
+Added: ● Our operations expose us to litigation,
+Added: tax, environmental and other legal compliance risks.
+Added: ● Our failure to introduce new products and
+Added: product enhancements and broad market acceptance of new technologies introduced by our competitors could adversely affect our business.
+Added: ● Quality problems with our products could
+Added: harm our reputation and erode our competitive position.
+Added: ● We depend on our senior management team
+Added: and other key employees, and significant attrition within our management team or unsuccessful succession planning could adversely
+Added: affect our business.
+Added: ● Sales of substantial amounts of our securities
+Added: in the public markets, or the perception that such sales might occur, could reduce the price of our securities and may dilute your
+Added: voting power and your ownership interest in us.
+Added: ● Our management team has limited experience
+Added: managing a public company.
+Added: ● We are an “emerging growth company”
+Added: and elect to comply with certain reduced reporting requirements applicable to emerging growth companies, which could make our securities
+Added: less attractive to investors.
+Added: Should one or more of these risks or
+Added: uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those
+Added: anticipated, believed, estimated, expected, intended or planned.
+Added: Factors or events that could cause our
+Added: actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.
+Added: We cannot guarantee
+Added: future results, levels of activity, performance or achievements.
+Added: Except as required by applicable law, including the securities
+Added: laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual
+Added: UNREGISTERED SALES OF
+Added: EQUITY SECURITIES AND USE OF PROCEEDS
+Added: DEFAULTS UPON SENIOR
MINE SAFETY DISCLOSURES
+Added: Not applicable.
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.