TIGO ENERGY, INC.

We outsource all manufacturing to contract manufacturers and currently do not own or lease any manufacturing facilities.

We believe that our existing properties are sufficient and suitable for the conduct of our business for the foreseeable future. To the extent our needs change as our business grows, we expect that additional space and facilities will be available.

• Our recent and planned expansion into existing and new geographic markets or new product lines or services could subject us to additional business, financial, and competitive risks.
• Our success in marketing and selling our products depend, in part, upon our ability to continue to work closely with leading solar manufacturers.
• We have in the past, and may in the future, face product liability lawsuits which, regardless of outcome, can be expensive to defend, divert the attention of management, and lead to reputational harm.
• If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.
• Risks Related to Legal, Compliance and Regulations
• The reduction, elimination, expiration, material modification, or increased qualification requirements of government subsidies and economic incentives applicable to solar PV systems and energy storage systems could reduce demand for solar PV systems and harm our business.
• Projects using our products may not satisfy evolving domestic content and FEOC requirements associated with certain clean energy incentives, which could reduce demand for our products and adversely affect our business, financial condition and results of operations.
• Existing electric utility industry regulations, and changes to regulations, may present technical, regulatory, and economic barriers to the purchase and use of solar PV systems that may significantly reduce demand for our products or harm our ability to compete. In addition, determinations of various regulatory bodies regarding lack
• of compliance with certifications or other regulatory requirements could harm our ability to sell our products in certain countries.
• The installation and operation of our energy storage systems are subject to environmental laws and regulations in various jurisdictions, and there is uncertainty with respect to the interpretation of certain environmental laws and regulations to our energy storage systems, especially as these regulations evolve over time.
• We are subject to risks related to environmental, social and governance (“ESG”).
• Our significant international operations subject us to additional risks that could adversely affect our business, results of operations and financial condition.
• Our business could be adversely affected by trade tariffs or other trade barriers.
• Current or future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.
• Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions.
• Natural disasters, public health events, significant disruptions of information technology systems, data security breaches, or other catastrophic events could adversely affect our operations.
• Market Opportunity Risks
• The market for our products is highly competitive and we expect to face increased competition as new and existing competitors introduce power optimizers, inverters, solar PV system monitoring and other smart energy products, which could negatively affect our results of operations and market share.
• A drop in the retail price of electricity derived from the utility grid or from alternative energy sources may harm our business, financial condition, results of operations, and prospects.
• Increased interest rates and the tightening of supply of capital in the global financial markets has in the past, and could in the future, make it difficult for end-users to finance the cost of a solar PV system and could reduce the demand for smart energy products and thus demand for our products.
• If renewable energy technologies are not suitable for widespread adoption or sufficient demand for our hardware and software-enabled services does not develop or takes longer to develop than we anticipate, our sales and revenue may decline.
• Events that negatively impact the growth of renewable energy will have a negative impact on our business and financial condition.
• The failure of battery energy storage cost to continue to decline would have a negative impact on our business and financial condition.
• Operating Risks
• Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.
• We are exposed to general economic conditions and the fluctuations of interest and inflation rates may have an adverse effect on our business.
• As a result of war, hostilities and other conditions in Israel, the Company’s business operations could be negatively impacted.
• Political uncertainty in the U.S. and jurisdictions in which we operate may have an adverse impact on business.
• We are dependent on ocean transportation to deliver our products in a timely and cost-efficient manner. If we are unable to use ocean transportation to deliver our products, our business and financial condition could be materially and adversely impacted.
• If our estimates of useful life for our solar energy hardware and software solutions are inaccurate or if our OEM suppliers do not meet service and performance warranties and guarantees, our business and financial results could be adversely affected.
• Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and adversely affect our financial results.
• Our hardware and software-enabled products involve a lengthy sales cycle, and if we fail to close sales on a regular and timely basis it could adversely affect our business, financial condition and results of operations.
• The threat of global economic, capital markets and credit disruptions, including sovereign debt issues, pose risks to our business.
• Fluctuations in currency exchange rates may negatively impact our financial condition and results of operations.
• Third-Party Partner Risks
• We depend on sole-source and limited-source suppliers for key components, raw materials, and products. If we are unable to source these components, raw materials, and products on a timely basis or at acceptable prices, we will not be able to deliver our products to our customers and production time and production costs could increase, which may adversely affect our business.
• Our supply chain is reliant upon manufacturers in Thailand and China. Changes in the economic, political or social conditions, government policies or regulatory developments in those countries could have a material adverse effect on our business and operations.
• Our hardware and software-enabled services rely on interconnections to distribution and transmission facilities that are owned and operated by third parties, and as a result, are exposed to interconnection and transmission facility development and curtailment risks.
• We have in some instances, and may in the future, enter into long-term supply agreements that could result in insufficient inventory and negatively affect our results of operations.
• We must maintain customer confidence in our long-term business prospects in order to grow our business.
• Cybersecurity and Information Technology Risks
• We are subject to stringent privacy laws, information security policies and contractual obligations governing the use, processing and transfer of personal information and any unauthorized access to, or disclosure or theft of personal information we gather, store or use could harm our reputation and subject us to claims or litigation.
• A failure of our information technology and data security infrastructure could adversely affect our business and operations.
• Competition Risks
• We currently face and will continue to face significant competition.
• We face supply chain competition, including competition from businesses in other industries, which could result in insufficient inventory and negatively affect our results of operations.
• Our gross margins are impacted by our ability to continue to reduce our cost structure and the continuous pressure we face to reduce the prices of our products, which has adversely affected, and may continue to adversely affect, our gross margins.
• We may fail to capture customers in the new product and geographic markets that we are pursuing.
• Risks Related to Intellectual Property and Technology
• Our patent applications may not result in issued patents, and our issued patents may not provide adequate protection, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.
• Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.
• We may need to defend ourselves against claims that we infringe, have misappropriated, or otherwise violate the intellectual property rights of others, which may be time-consuming and would cause us to incur substantial costs.
• Our failure to obtain the right to use necessary third-party intellectual property rights on reasonable terms, or our failure to maintain, and comply with the terms and conditions applicable to these rights, could harm our business and prospects.
• Patent terms may be inadequate to protect our competitive position on our products for an adequate amount of time.
• We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business.
• Emerging issues related to the development and use of artificial intelligence could give rise to legal or regulatory action, damage our reputation, or otherwise materially harm of our business.
• Risks Related to Our Financial Condition and Liquidity
• We will likely require additional capital, which additional financing may result in restrictions on our operations or substantial dilution to our stockholders, to sustain and grow our business, and this capital might not be available on acceptable terms, if at all.
• If we do not forecast demand for our products accurately, we may experience product shortages, delays in product shipment, excess product inventory, difficulties in planning expenses or disputes with suppliers, any of which will adversely affect our business and financial condition.
• Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
• We have incurred, and will continue to incur, increased costs as a result of being a public company, and the Company’s management will be required to devote substantial time to compliance and investor relations initiatives.
• Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult.
• Risks Related to the Ownership of Our Securities
• The price of our common stock has been, and may continue to be, volatile, and the value of our common stock may decline.
• We may be subject to securities litigation, which is expensive and could divert management’s attention.
• Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.
• We have in the past, and we may in the future, fail to maintain proper and effective internal controls over financial reporting, which could impair our ability to produce accurate and timely financial statements, cause investors to lose confidence in our financial reporting and the trading price of the common stock may decline.
• If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.