Advanced Emissions Solutions Inc

This prospectus contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements generally relate to future events or our future financial or operating performance. Words or phrases such as "anticipates," "believes," "expects," "estimates," "predicts," the negative expressions of such words, or similar expressions are used in this prospectus to identify forward-looking statements, and such forward-looking statements include, but are not limited to, statements or expectations regarding:

•the anticipated effects from an increase in pricing of our activated carbon ("AC") products;

•the anticipated effects from an increase in costs of our AC products and related cost increases in supply and logistics;

•expected supply and demand for our AC products and services;

•increasing competition in the AC market;

•the effects of the transaction (the "Arq Acquisition") with Arq Limited ("Arq Ltd"), pursuant to which we acquired all of the direct and indirect equity interests of Arq’s subsidiaries ("Arq");

•the ability to successfully integrate Arq’s business;

•the ability to develop and utilize Arq’s products and technology;

•the ability to make Arq’s products commercially viable;

•the expected future demand of Arq’s products;

•future level of research and development activities;

•future plant capacity expansions and site development projects;

•the effectiveness of our technologies and the benefits they provide;

•probability of any loss occurring with respect to certain guarantees made by Tinuum Group;

•the timing of awards of, and work and related testing under, our contracts and agreements and their value;

•the timing and amounts of, or changes in, future revenues, backlog, funding for our business and projects, margins, expenses, earnings, tax rates, cash flows, royalty payment obligations, working capital, liquidity and other financial and accounting measures;

•the amount and timing of future capital expenditures needed for our business and needed by Arq to fund our business plan;

•awards of patents designed to protect our proprietary technologies both in the U.S. and other countries;

•the adoption and scope of regulations to control certain chemicals in drinking water and other environmental concerns;

•the impact of adverse global macroeconomic conditions, including rising interest rates, recession fears and inflationary pressures, and geopolitical events or conflicts;

•opportunities to effectively provide solutions to U.S. coal-related businesses to comply with regulations, improve efficiency, lower costs and maintain reliability.

•the impact of prices of competing power generation sources such as natural gas and renewable energy on demand for our products; and

The forward-looking statements included in this prospectus involve risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors including, but not limited to, timing of new and pending regulations and any legal challenges to or extensions of compliance dates of them; the U.S. government’s failure to promulgate regulations that benefit our business; changes in laws and regulations, accounting rules, prices, economic conditions and market demand; impact of competition; availability, cost of and demand for alternative energy sources and other technologies; technical, start up and operational difficulties; our inability to commercialize our advanced purification technologies ("APT") on favorable terms; our inability to ramp up our operations to effectively address recent and expected growth in our business; loss of key personnel; availability of materials and equipment for our business; intellectual property infringement claims from third parties; pending litigation; as well as other factors relating to our business strategy, goals and expectations concerning the Arq Acquisition (including future operations, future performance or results); our ability to maintain relationships with customers, suppliers and other with whom we do business, or our results of operations and business generally; risks related to diverting management's attention from our ongoing business operations; the ability to meet Nasdaq's listing standards; costs related to the Arq Acquisition; opportunities for additional sales of our lignite AC products and end-market diversification; our ability to meet customer supply requirements; the rate of coal-fired power generation in the U.S., the timing and cost of capital expenditures and the resultant impact to our liquidity and cash flows as described in our filings with the SEC, with particular emphasis on the risk factor disclosures contained in those filings. You are cautioned not to place undue reliance on the forward-looking statements made in this prospectus and to consult filings we have made and will make with the SEC for additional discussion concerning risks and uncertainties that may apply to our business and the ownership of our securities. The forward-looking statements contained in this prospectus are presented as of the date hereof, and we disclaim any duty to update such statements unless required by law to do so.