BOLLINGER INNOVATIONS, INC.

Risk factors are discussed in Part I, Item 1A. “Risk Factors” in our 2024 Annual Report, and could materially affect our business, financial condition, or future results of operation. There have been no material changes or additions to our risk factors discussed in our 2024 Annual Report which could materially affect our business, financial condition, or future results of operations, other than the following:

Bollinger has been placed in receivership, which means the Company could lose its entire investment.

On May 7, 2025, in connection with the complaint filed by Robert Bollinger alleging breach of contract by Bollinger Motors under an Amended and Restated Secured Promissory Note for $10.0 million dated October 24, 2024, the U,S, District Court for the Eastern District of Michigan (the “Court”) entered an order (the “Receivership Order”) placing Bollinger into receivership. The court appointed a receiver for the purpose of managing, protecting, preserving, operating, and selling some or all of Bollinger’s assets for the benefit and protection of Robert Bollinger, Bollinger Motors, and Bollinger Motors’ other creditors and stakeholders. Pursuant to the Receivership Order, the receiver’s responsibilities include oversight of all aspects of the management, assets, and operation of Bollinger Motors’ business, as well as the decision on whether to sell Bollinger Motors as a going concern, or to sell any or all of its assets by liquidation. Under the terms of the Receivership Order, all persons and entities with direct or indirect control over any Bollinger Motors assets are restrained and enjoined from directly or indirectly transferring, setting off, receiving, changing, selling, pledging, assigning, liquidating, or otherwise disposing of or withdrawing such assets. As a result, the shareholder and board of Bollinger have ceded control of Bollinger’s operations and assets to the receiver.

We acquired a majority ownership of Bollinger Motors in September 2022 for $148.6 million in stock and cash and invested an additional $23.7 million during the period July 2024 through March 2025. We currently own 72.7% of Bollinger Motors. Pursuant to the receivership, we are currently unable to access or control the assets of Bollinger Motors, including the ability to sell Bollinger Motors vehicles. We are also prohibited from obtaining information from Bollinger’s books and records and from making investments or undertaking activities that we would have otherwise pursued to settle certain disputes (including disputes with creditors) without leave of the Court. Since the receiver may seek Court approval to sell all of the assets of Bollinger Motors without our consent, we may lose the entire value of our ownership in Bollinger Motors as a result of such transaction.