Accelevation Holdings Corp.

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other

than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking

statements give our current expectations and projections relating to our financial condition, results of operations,

plans, objectives, future performance and business. You can identify forward-looking statements by the fact that

they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,”

“estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other

words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or

financial performance or other events. For example, all statements we make relating to our estimated and projected

costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations,

growth or initiatives or strategies are forward-looking statements. All forward-looking statements are subject to risks

and uncertainties that may cause actual results to differ materially from those that we expected, including:

•a reduction in demand or slowdown in the growth of drivers of data center demand;

•changes in data center industry dynamics, including increased siting constraints or community opposition;

•negative publicity about us or our industry;

•our dependence on a limited number of large-scale data center customers;

•our dependence on a concentrated base of hyperscale and colocation customers;

•our backlog being subject to unexpected adjustments and cancellations;

•our ability to compete effectively on speed-to-capacity, on-time delivery, customization, integration and

price against intense and increasing competition;

•our failure to anticipate and adapt to rapid changes in data center technologies and architectures;

•our failure to secure new contracts;

•our ability to identify, integrate and realize the expected benefits of acquisitions;

•limitations on our indemnification rights in acquisition agreements;

•the success of our cost management strategies, vertically integrated operating model and modular

infrastructure platform;

•extended sales cycles and irregular customer ordering patterns;

•our exposure to cost overruns and schedule penalties under fixed-price or committed-schedule

arrangements;

•our dependence on the continued service of our founders and key leaders and our ability to recruit and

retain skilled engineers, technicians and electricians;

•our ability to scale operations rapidly, including investment in workforce development, operating

infrastructure and cross-functional coordination;

•any equipment failure, capacity constraints, labor availability and safety incidents, including physical

hazards inherent to our industry;

•shortages, quality issues, price increases, transportation disruptions or government trade actions affecting

raw materials and components in our supply chain;

•our reliance on contractors and subcontractors to supplement our own capabilities and to conduct aspects of

our business;

•an economic downturn, tighter financing conditions or pricing challenges;

•geopolitical developments, trade policy shifts and macroeconomic volatility, including commodity price

volatility;

•seasonal variations in operations and demand that affect construction activity;

•business disruption, natural disasters, public health events or other catastrophic events;

•our failure to adequately protect our intellectual property and other proprietary rights;

•claims alleging infringement, misappropriation or violation of third-party intellectual property rights;

•our failure to obtain or maintain sufficient insurance at acceptable cost;

•changes in laws, regulations and standards applicable to our business;

•disruption in our customers’ markets from future AI-related legislation and regulation and the impact it may

have on demand for our products and services;

•product defects, installation errors or performance shortfalls resulting in warranty claims, reputational harm

and liability;

•potential legal proceedings and disputes arising from our operations;

•misconduct or noncompliance by employees or subcontractors;

•our ability to comply with environmental, health and safety laws in our manufacturing facilities and at

customer sites;

•our indebtedness and financing needs and the limitations our existing Credit Agreement imposes, and any

future credit agreements may impose, on us;

•our inability to remediate our material weaknesses, or our failure to develop and maintain effective internal

control over financial reporting;

•cybersecurity incidents or data privacy breaches;

•risks and uncertainties related to the development and use of AI, which may present business, compliance

and reputational risks; and

•other factors disclosed under “Risk Factors” and elsewhere in this prospectus.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on

many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult

to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual

results. Important factors that could cause actual results to differ materially from our expectations, or cautionary

statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements

attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary

statements as well as other cautionary statements that are made from time to time in our other SEC filings and public

communications. You should evaluate all forward-looking statements made in this prospectus in the context of these

risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to

you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or,

even if substantially realized, that they will result in the consequences or affect us or our operations in the way we

expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We

undertake no obligation to update or revise any forward-looking statement as a result of new information, future

events or otherwise, except as otherwise required by law.