T1 Energy Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
TE$2.36+3.5%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001992243-25-000010
ITEM 1A. RISK FACTORSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001992243-26-000007
ITEM 1A. RISK FACTORSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 225 previous paragraphs and 260 current paragraphs.
113 unchanged; 66 reworded; 76 added; 36 removed; 10 previous and 5 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (76)
Current report
•Our ability to remediate any material weaknesses in our internal control over financial reporting;
Current report
The G2_Austin project is capital intensive, and our ability to continue construction and procure and install equipment as planned depends on our ability to obtain and maintain adequate sources of funding on acceptable terms and at times required. If we experience a financing shortfall or delays in obtaining financing, we may be required to reduce the scope of, delay, pause or terminate elements of the project, including equipment purchases, or incur additional indebtedness or incur equity financing. For additional risks related to financing needs, see “Our business plan is capital-intensive, and we may not be able to raise capital on attractive terms, if at all, which could materially adversely affect our ability to operate our business and execute our growth plans. If we do raise additional capital, through debt or equity financing, this could impose additional restrictions on our operations and/or have a dilutive effect on current stockholders.”
Current report
We are subject to risks associated with leased property, as our two manufacturing facilities are leased.
Current report
We lease the real property (land) on which our manufacturing facilities operate, including G1_Dallas and G2_Austin, and, as a lessee, we do not have complete control over these properties, and our rights are subject to the terms and conditions of our leases. Our landlords retain certain rights that if exercised, could disrupt or delay our operations, including, among other things, rights to access the premises on reasonable notice for inspections and repairs, which could temporarily interrupt operations.
Current report
Should certain of our facilities prove to be unprofitable, we could remain obligated for lease payments and other obligations under the leases for the remainder of the lease term, and a landlord may pursue recovery of amounts due even after a landlord reenters or terminates our right to possession (and, under our leases, reentry does not relieve us of our obligations for the unexpired term, and the landlord may bring actions from time-to-time to collect amounts due without waiting until the end of the term). Further, we or our landlords may not be able to comply with our respective obligations under the leases in the future, and failure to comply with such obligations could result in termination of key leases, which could materially disrupt our manufacturing operations and ability to generate revenue.
Current report
Currency translation and transaction risk may negatively affect our results of operations.
Current report
Although our reporting currency is the U.S. dollar, we conduct certain business and incur costs in the local currency of most countries in which we operate. As a result, we are subject to currency translation and transaction risk. For example, certain business arrangements outside the United States have involved and may involve significant investments denominated in local currencies. Changes in exchange rates between foreign currencies and the U.S. dollar could affect our results of operations and result in exchange gains or losses. We cannot accurately predict the impact of future exchange rate fluctuations on our results of operations.
Current report
We could also expand our business internationally or source materials, equipment or services from other jurisdictions, including emerging markets, many of which have an uncertain regulatory environment relating to currency policy. Conducting business in such emerging markets could cause our exposure to changes in exchange rates to increase, due to the relatively high volatility associated with emerging market currencies and potentially longer payment terms for our proceeds.
Current report
Despite deploying measures to deter, prevent, detect, respond to and mitigate cybersecurity threats, cybersecurity incidents could still occur. These incidents, which may be exacerbated by current geopolitical conflicts, could result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information, theft of funds and disruption of business operations. The evolving nature and increasing frequency of cyber threats, including the use of artificial intelligence to craft sophisticated attacks, poses additional challenges in anticipating and preventing such incidents. If we fail to deter, detect or report cybersecurity incidents in a timely manner, we may suffer from financial and other harm, including to our information, operations, performance, and reputation.
Current report
We also collect, manage and store various proprietary, sensitive, and confidential information, information relating to our business and personal information, including such information from our employees, suppliers and customers. We may face significant challenges with respect to information security and maintaining the security and integrity of the IT systems used in our business and the information stored on or processed by these systems. Additionally, certain of such information may be subject to privacy and security laws, regulations, and contractual obligations. Despite our efforts to protect such information, we may be vulnerable to material security breaches, theft, misplaced or lost data, programming errors or human errors. These vulnerabilities could lead to the compromise of information, unauthorized access, use, disclosure, modification, or destruction of information, defective products, production downtimes and operational disruptions.
Current report
We are incorporating artificial intelligence into certain of our business workflows and processes, including certain manufacturing and operational activities, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations.
Current report
We have begun using artificial intelligence and machine learning technologies (“AI”) to enhance certain workflows and processes used in our business, including certain manufacturing and operational activities, and our research into and continued deployment of such capabilities remain ongoing. AI is still in its early stages, and the introduction and incorporation of AI technologies may result in unintended consequences or other new or expanded risks and liabilities. If the content, analyses or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate or biased, such as due to limitations in AI algorithms, insufficient or biased base data or flawed training methodologies, our business, financial condition, results of operations and reputation may be adversely affected. In addition, if AI tools used in connection with our manufacturing and operations do not perform as intended, such tools could adversely affect our business and results of operations. Additionally, AI technology is continuously evolving, and we may incur costs to adopt and deploy AI technologies that could become obsolete earlier than expected, and there can be no assurance that we will realize the desired or anticipated benefits or efficiencies from implementation of AI into our business. Also, our competitors or other third parties may incorporate AI into their products and services more quickly or more successfully than we do, which could impair our ability to compete effectively and adversely affect our results of operations.
Current report
The use of artificial intelligence to support business processes carries inherent risks related to data privacy and security, such as unintended or inadvertent transmission of proprietary or sensitive information, including personal information. AI presents emerging ethical issues, and we may be unsuccessful in identifying these issues before they arise or resolving these issues. If our use of artificial intelligence becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. There is uncertainty in the legal and regulatory landscape for AI, which is not fully developed, and any laws, regulations or industry standards adopted in response to the emergence of AI may be burdensome, could entail significant costs, and may restrict or impede our ability to successfully develop, adopt and deploy AI technologies efficiently and effectively.
Current report
We previously identified material weaknesses in internal controls over financial reporting and determined that they resulted in our internal control over financial reporting and disclosure controls and procedures not being effective. In the future, we may identify additional deficiencies or otherwise fail to maintain an effective system of internal controls, including disclosure controls and procedures, which could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations.
Current report
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected and corrected on a timely basis. We are required to annually provide management’s attestation on internal control over financial reporting. We are also required to disclose significant changes made to our internal control procedures on a quarterly basis and any material weaknesses identified by our management in our internal control over financial reporting during the course of related assessments.
Current report
Management previously identified a material weakness in the Company’s internal control over financial reporting related to its controls over applying technical accounting guidance to nonrecurring events and transactions, specific to the evaluation of information that was known or knowable at the time of the transaction or event. Management determined that such material weakness resulted in the Company’s internal control over financial reporting and disclosure controls and procedures not being effective.
Current report
In addition, as of December 31, 2025, management identified a material weakness in the Company’s internal control over financial reporting related to ineffective oversight, governance, and control ownership over certain internal controls over financial reporting processes and related information systems. See Item 9A. Controls and Procedures for additional information. Management determined that such material weakness resulted in the Company’s internal control over financial reporting was not effective as of December 31, 2025.
Current report
Effective internal controls are necessary for us to provide reliable financial statements and prevent or detect fraud. Any new deficiencies identified in the future or any deficiencies in our disclosure controls and procedures, if not timely remediated, could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. We can provide no assurance that the measures we have taken to date and any actions that we may take in the future will be sufficient to remediate any control deficiencies, or that such remediation measures will be effective at preventing or avoiding potential future significant deficiencies or material weaknesses in our internal controls.
Current report
If the steps we take to remediate a material weakness are ineffective, the material weakness could result in material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filings of our required periodic reports. This might lead to investors losing confidence in the accuracy and completeness of our financial reports, the market price of our Common Stock could be adversely affected, and we could become subject to litigation or investigations by NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources.
Current report
Furthermore, if we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate our existing material weakness or avoid potential future material weaknesses.
Current report
Our intellectual property rights may not provide meaningful commercial protection for our operations, manufacturing processes and products, which could have a material adverse effect on our business, financial condition and results of operations.
Current report
We rely on our proprietary intellectual property, including our trademarks, as well as intellectual property licensed from third parties to enable, protect, and differentiate our operations, manufacturing processes, and products from our competitors. The success of our business depends, in part, on our ability to maintain, protect and enforce our intellectual property rights and to conduct our operations without infringing on the proprietary rights of others.
Current report
We and our licensors may need to enforce intellectual property rights against third parties and defend against claims by third parties regarding intellectual property, which may be time-consuming, cause us to incur substantial costs, or result in a loss of rights, and which could have a material adverse effect on our business, financial condition and results of operations.
Current report
Risks Relating to 45X Tax Credits, PFE Status and Other Tax Matters
Current report
Sections 7701(a)(51), 7701(a)(52), 45X(d)(4), 45Y(b)(1)(E) and 48E(b)(6) of the IRC (the “PFE Restrictions”), enacted into law on July 4, 2025 as part of the OBBBA, bar certain foreign, or foreign-influenced, taxpayers from claiming clean energy tax credits, including the advanced manufacturing production credit under Section 45X of the IRC. The PFE Restrictions also prevent unrelated solar project developers from claiming credits under Sections 45Y and 48E of the IRC if the project relies too heavily on components manufactured by such foreign entities. No regulations under the PFE Restrictions have been proposed or finalized, and limited other formal guidance has been published. We believe that the FEOC Restructuring allows us to comply with the PFE Restrictions and, therefore, allows us to claim 45X Tax Credits and supports our customers’ ability to claim the Section 45Y and Section 48E tax credits.
Current report
New information regarding, or changes in, the IRS’ interpretation of the PFE Restrictions, including through the publication of regulations, IRS guidance or court decisions, could adversely impact our ability to comply with the PFE Restrictions and, therefore, could prevent us from claiming 45X Tax Credits and limit our customers’ ability to claim the Section 45Y and Section 48E tax credits despite all our efforts to be compliant with the PFE Restrictions, including the FEOC Restructuring, and could materially adversely affect our tax expense, financial condition, results of operations, and cash flows.
Current report
Our transition to a T1-branded warranty framework following the FEOC Restructuring could harm our business if we fail to establish competitive warranty arrangements.
Current report
As a result of the FEOC Restructuring, including the termination of the Trademark License Agreement, Trina no longer provides product warranties for PV solar modules sold by the Company unless branded with the Trina trademark. While this reduces commission payments to Trina under the Sales Agency Agreement and IP License Agreement for PV solar modules sold under a non-Trina trademark, it creates an opportunity and requires the Company to establish a new warranty framework for T1-branded PV solar modules under which the Company will provide warranty directly and manage customer support services, supported by third-party warranty insurance, which the Company expects to have in place during the second quarter of 2026. Any interruption, degradation, or unavailability of these services could impair our ability to timely address customer complaints and warranty claims, harming customer relationships and adversely affecting future sales.
Current report
If we are unable to offer product warranties on terms and with coverage that are satisfactory to existing and prospective customers, including warranties that are commercially competitive in the markets we operate, if the transition to the new warranty framework results in any disruption to our warranty support capabilities, or if we are unable to obtain or maintain third-party warranty insurance on commercially reasonable terms, we may be less competitive, may experience longer sales cycles, and may be unable to attract new customers, which could adversely affect our business, results of operations, and prospects.
Current report
We are subject to federal, state or foreign laws and regulations as well as our contractual obligations relating to privacy and data protection, and changes in laws relating to privacy and data protection could disrupt our business.
Current report
We are also subject to various laws regarding privacy and data protection. We collect and maintain data, including personal information related to our customers and employees, and we face risks inherent in processing and protecting the security of such data. Our handling of personal information is subject to a variety of laws and regulations relating to privacy and information security, and we may become subject to additional obligations, including contractual obligations, relating to the maintenance and processing of this information. We also rely on a number of third parties in relation to the operation of our business, a number of which process data, including personal information, on our behalf. There can be no assurances that the privacy and security-related measures and safeguards we have put in place in relation to our or our third-party processors’ collection, storage, use or transmission of data will be effective to protect us or the relevant data. Our or our third-party service providers’ actual or perceived failure to comply with any federal, state or foreign laws and regulations, contractual obligations or applicable industry standards that govern or apply to the collection, use, retention, sharing and security of data, or any failure or perceived failure by us or any of our third-party service providers to protect such data that they may maintain on our behalf, could result in enforcement investigations and actions that require us to change our business practices in a manner that may negatively impact our business, financial condition and results of operations, as well as expose us to litigation, fines, penalties and adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation.
Current report
Various local, state, federal and international laws, directives and regulations apply to our collection, use, retention, protection, disclosure, transfer and processing of personal information. Such laws and regulations are increasing in number and complexity and are being adopted and amended with greater frequency, which could result in greater compliance risk and cost. For example, the European Union’s General Data Protection Regulation (the “EU GDPR”) and the United Kingdom General Data Protection Regulation and Data Protection Act 2018, which operates alongside the United Kingdom’s Data Use and Access Act 2025, a separate law introducing reforms to the UK’s data protection and cybersecurity framework (collectively, the “UK GDPR,” and together with the EU GDPR, the “GDPR”), impose stringent requirements for the protection of personal information and provides for significant penalties for non-compliance. We are subject to the GDPR, which imposes comprehensive data privacy compliance obligations in relation to our collection and use of data relating to an identifiable living individual, including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of personal information out of the European Economic Area (“EEA”) and the United Kingdom. Because we are under the supervision of relevant data protection authorities in both the EEA and the United Kingdom, we may be fined under both the EU GDPR and the UK GDPR for the same breach. Failure to comply with the GDPR may result in significant penalties of up to the greater of €20 million or 4% of an enterprise’s global annual revenue (or £17.5 million or 4% of global annual revenue in the United Kingdom). In addition, a breach of the GDPR could result in regulatory investigations, reputational damage, orders to cease or change our processing of data, enforcement notices, and/or assessment notices, including compulsory audits. The GDPR also confers rights on individuals and consumer associations to lodge complaints with supervisory authorities and seek judicial remedies. As a result, we may be exposed to civil claims, including representative actions, potentially resulting in significant liabilities, associated costs, diversion of internal resources, and reputational harm.
Current report
In the United States, federal and various state governments have adopted, or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CCPA”), establishes certain transparency rules and creates certain data privacy rights for consumers, including limitations on the use of certain sensitive personal information, and expands consumers’ ability to control the purposes for which their data is shared with third parties. Personal information we handle may be subject to the CCPA, which may increase our compliance costs and potential liability. In addition to fines and penalties that may be imposed for failure to comply with state law, some states also provide for private rights of action to consumers for misuse of or unauthorized access to personal information. Similar laws have been passed or are being considered in a majority of states, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of these laws could have potentially conflicting requirements and be subject to potentially conflicting interpretations that would make compliance challenging and expose us to additional liability.
Current report
Laws, regulations, and other actual and potential obligations relating to privacy and information security are evolving rapidly, and the related regulatory landscape is likely to remain uncertain for the foreseeable future. For example, in November 2025, the European Commission proposed a Digital Omnibus package, which would make targeted amendments to several existing European Union digital laws, including the AI Act, the GDPR, the NIS 2 Directive, and the European Union’s Data Act, with the stated aim of simplifying and streamlining aspects of the European Union digital regulatory landscape. Although the proposal is intended to reduce administrative burden, any amendments to these frameworks may require us to reassess certain compliance positions and adjust technical or legal practices accordingly, which could affect our operations in the European Union and the EEA. More generally, we may be subject to new laws and regulations, or new interpretations of laws and regulations, in various jurisdictions in the future.
Current report
For example, on June 5, 2025 and July 31, 2025, we received notices from CBP relating to potential customs duties on goods imported in 2024 by one of the entities we acquired in the Trina Business Combination. We have engaged with CBP on these Notices and explained why we believe they were without legal or factual merit. In March 2026, we received bills from CBP for alleged antidumping duties on goods imported in 2024 by the same entity acquired in the Trina Business Combination. It is unclear what, if any, connection these bills have with the Notices previously received. At this point, the bills received total approximately $25.4 million. The Company is engaging with CBP, through outside counsel, to correct what it believes is the erroneous application of duties, but it is not possible at this time to predict the duration, outcome, or impact of these matters, which the Company maintains would ultimately be subject to indemnification pursuant to the Trina Business Combination. For more information, see Item 3. Legal Proceedings.
Current report
The modification, reduction, elimination, or expiration of government subsidies, economic incentives, tax incentives, renewable energy targets, and other support for solar electricity applications, or the impact of other public policies, such as tariffs or other trade remedies imposed on solar cells and modules or related raw materials or equipment, or increased interest rates, could negatively impact demand and/or price levels for our solar modules and cells and limit our growth or lead to a reduction in our net sales or increase our costs, thereby adversely impacting our operating results.
Current report
Our net sales and profits are subject to variability based on the availability and size of government subsidies and economic incentives. Federal, state, and local governmental bodies in many countries have provided subsidies in the form of feed-in-tariff structures, rebates, tax incentives, and other incentives to end users, distributors, system integrators, and manufacturers of PV solar products. Many of these incentive programs expire, phase down over time, require renewal by the applicable authority, or may be amended. To the extent government incentive programs are reduced earlier than previously expected, are changed retroactively, or are not renewed, such changes could negatively impact demand and/or price levels for our solar modules and cells, lead to a reduction in our net sales, and adversely impact our operating results.
Current report
Current regulatory policies, or any future changes or threatened changes to such policies, including those changes as a result of the current U.S. administration and control of the U.S. Congress, may subject us to significant risks, including the following:
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Removed paragraphs (36)
Previous report
•Our ability to successfully integrate the businesses and operations of us and Trina;
Previous report
•The approval of certain aspects of the Trina Business Combination by CFIUS (as defined below);
Previous report
The failure to integrate successfully the businesses and operations of us and Trina in the expected time frame may adversely affect our future results.
Previous report
Prior to the completion of the Trina Business Combination, we operated independently from Trina. There can be no assurances that our respective businesses can be integrated successfully. It is possible that the integration process could result in the loss of our key employees or key Trina employees; the loss of customers; the disruption of either company’s or both companies’ ongoing businesses; inconsistencies in standards, controls, procedures and policies; unexpected integration issues; higher than expected integration costs; and an overall post-completion integration process that takes longer than originally anticipated. In addition, due to the integration process, customers may be slow to award new business to us or may not award new business to us at all. Specifically, the following issues, among others, must be addressed in integrating the operations of the Company and Trina in order to realize the anticipated benefits of the acquisition so we perform as expected:
Previous report
•combining the companies’ operations and corporate functions;
Previous report
•combining the Trina businesses with our business and meeting our capital requirements in a manner that permits us to achieve the synergies and other benefits we anticipate from the acquisition;
Previous report
•successfully obtaining all necessary visas, work permits and other employment-related documentation for foreign nationals employed by Trina who will provide services to G1 Dallas;
Previous report
•integrating the companies’ personnel, technologies, systems and processes;
Previous report
•maintaining existing agreements with customers, distributors, providers and vendors, and avoiding delays in entering into new agreements with prospective customers, distributors, providers and vendors;
Previous report
•coordinating geographically dispersed organizations; and
Previous report
•effecting actions that may be required in connection with obtaining regulatory approvals.
Previous report
In addition, at times the attention of certain members of either company’s or both companies’ management teams and resources may be focused on completion of the acquisition and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business. Furthermore, integrating certain members of management team of Trina into our management team could require the reconciliation of differing priorities and philosophies. As a result of the integration of the acquisition, significant demands will be placed on the managerial, financial and other personnel and systems of the Company and Trina. We and Trina cannot assure you that our systems, procedures and controls will be adequate to support the transition and integration of operations following and resulting from the acquisition.
Previous report
We manage and store various proprietary, sensitive, and confidential information and data relating to our business as well as from our suppliers and customers. Breaches of this information and data by us or any third party due to insufficient security measures, accidental loss, inadvertent disclosure, or unapproved dissemination, including incidents as a result of fraud, trickery, or other forms of deception, could expose us or our customers or suppliers to a risk of loss or misuse of this information.
Previous report
Cybersecurity incidents or information or security breaches, or those of third parties with which we do business, could have a material adverse effect on our business, financial condition, and results of operations.
Previous report
We may face significant challenges with respect to information security as well as maintaining the security and integrity of our systems, other systems used in our business, and the data stored on or processed by these systems. Our information and data can include our or third-party confidential information, personal information, and other information and data. Because our business relies on confidential data from third parties, any compromise of that data, or the perception that any such compromise has occurred, could materially affect our business and reputation. Advances in technology, an increased level of sophistication and expertise of hackers, new discoveries in the field of cryptography, or other factors can result in a compromise or breach of the systems and security measures used in our business to protect information and data.
Previous report
Certain post-closing actions related to the Trina Business Combination may be delayed or ultimately prohibited since such acquisition may be subject to regulatory review and approval, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).
Previous report
Certain investments that involve the acquisition of, or investment in, a “U.S. business” by a non-U.S. individual or entity (a “foreign person”) may be subject to review and approval by CFIUS. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest, and the nature of any information or governance rights involved.
Previous report
For example, transactions that result in “control” of a U.S. business by a foreign person are subject to CFIUS jurisdiction. CFIUS also has jurisdiction to review non-“control” transactions that afford a foreign person certain information, governance, and/or access rights in a U.S. business that has a qualifying nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” as those terms are defined in the CFIUS regulations. Foreign investments in U.S. businesses that deal in “critical technology” or that involve certain foreign government interests may be subject to mandatory pre-closing CFIUS filing requirements. Failure to make a CFIUS filing where one is required may subject the transacting parties to significant civil fine. The parties believe that we are not a “foreign person” as defined in 31 C.F.R. § 800.224, that Trina does not operate a TID U.S. business, as that term is defined in 31 C.F.R. § 800.248, and that CFIUS filing is neither required nor warranted. Nevertheless, CFIUS may take a different view, and determine that it has jurisdiction over the acquisition.
Previous report
CFIUS may decide to investigate, delay, or block the acquisition, or impose conditions with respect to it, which may delay or prevent the parties from consummating certain post-closing actions related to the Trina Business Combination, including the consummation of the PIPE transaction and Convertible Note. Because we have only a limited time to complete such actions, our failure to obtain any approvals within the requisite time period may require us to restructure the transaction. In such event, our stockholders will miss the opportunity to benefit from the acquisition and the potential appreciation in value of such investment.
Previous report
In addition, under the terms of the Transaction Agreement, within six months of closing, we are required to use reasonable efforts to dispose, divest, transfer or otherwise sell the assets and operations that constitute our European business. Our management team may devote a significant amount of time and we may incur significant costs in evaluating and completing any such disposition, which could negatively impact our operations.
Previous report
Failure to protect and enforce Trina’s material hardware and software and intellectual property rights could substantially harm our business.
Previous report
From time to time, Trina may need to engage in litigation or other administrative proceedings to protect its intellectual property rights. Such litigation could result in substantial costs and diversion of resources and could negatively affect its business and revenue. If Trina is unable to protect and enforce its intellectual property rights, our business, which partially comprises of the acquired assets operated by Trina’s material hardware and software and intellectual property, may also be adversely affected.
Previous report
If we are unable to protect our intellectual property rights, including our licensing rights to third-party intellectual property, our business and competitive position would be harmed.
Previous report
We seek to establish and protect intellectual property rights through nondisclosure and invention assignment agreements with our employees and consultants, and through nondisclosure agreements with business partners and other third parties. Despite our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain and use our intellectual property. Monitoring unauthorized use of our intellectual property will be difficult and costly, and the steps we have taken, and will take in the future, to prevent misappropriation may not be sufficient. Any of our enforcement efforts, including litigation, could be time-consuming and expensive and could divert management’s attention. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard our intellectual property. Failure to adequately protect such intellectual property could result in competitors offering similar products, potentially resulting in the loss of our competitive advantage, which could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.
Previous report
For us to establish or adequately protect our intellectual property and prevent or stop infringement, we may have to file infringement claims. Such claims can be time-consuming and costly to assert and there can be no assurance that any such claims will be successful. Policing unauthorized use of intellectual property is difficult and costly, and we may not successfully prevent the misappropriation of our proprietary rights. Unauthorized use of intellectual property may damage our reputation, decrease the value of such property, and reduce our market share.
Previous report
We may need to defend against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.
Previous report
•cease selling, incorporating, or using products that incorporate the challenged intellectual property;
Previous report
In the event of a successful claim of infringement against us and our failure or inability to obtain a license for the infringed technology, our business, financial condition, revenues, operating results, and cash flows could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and the diversion of resources and management’s attention.
Previous report
Risks Relating to Financing, Accounting, and Taxes
Previous report
Although we have policies and procedures and a compliance program designed to ensure that we comply with the FCPA and other anti-bribery and anti-corruption laws, we will need to integrate the acquired Trina assets into our compliance program and whistleblowing framework, and there is no assurance that we will be able to integrate such policies or procedures successfully. If we are found to be liable for violations of applicable anti-bribery or anti-corruption laws and regulations (either due to our own acts or our inadvertence or due to the acts or inadvertence with respect to the acquired Trina assets), we could incur severe criminal or civil penalties or other sanctions, which could have a material adverse effect on our reputation, business, results of operations or cash flows. In addition, detecting, investigating and resolving actual or alleged violations of these acts is expensive and could consume significant time and attention of our senior management.
Previous report
The reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications could reduce demand for solar PV modules and harm our business.
Previous report
Federal, state, local and foreign government bodies provide incentives to promote solar electricity in the form of rebates, tax credits or exemptions and other financial incentives, including through Sections 45, 45Y, 48 and 48E of the IRC. The market for on-grid applications, where solar power is used to supplement a customer’s electricity purchased from the utility network or sold to a utility under tariff, often depends in large part on the availability and size of government and economic incentives. Because our customers’ sales are typically to the on-grid market, the reduction, elimination or expiration of government subsidies and incentives for on-grid solar electricity may negatively affect the desirability of solar electricity and could harm or halt the growth of the solar electricity industry and our business. For example, future reduction in the tax credits described above could reduce the demand for solar energy solutions in the U.S. which would have an adverse effect on our business, financial condition, and results of operations. In general, subsidies and incentives may expire on a particular date, and end when the allocated funding is reduced or terminated due to, inter alia, legal challenges, the adoption of new statutes or regulations or the passage of time, which often occur without warning. In addition, several jurisdictions have adopted renewable portfolio standards, mandating that a certain portion of electricity delivered by utilities to customers come from a set of eligible renewable energy resources, such as solar, by a certain compliance date. Under some programs, a utility can receive a “credit” for renewable energy produced by a third party by either purchasing the electricity directly from the producer or paying a fee to obtain the right to renewable energy generated but used or sold by the generator. A renewable energy credit allows the utility to add this electricity to its renewable portfolio requirement without actually expending the capital for generating facilities. However, there can be no assurances that such policies will continue. Reduction or elimination of renewable portfolio standards or successful efforts to meet current standards could harm or halt the growth of the solar PV industry and our business.
Reworded paragraphs (66)
Previous wording
•Interruption of the flow of components and materials from international vendors;
Current wording
•Interruption of the flow of components and materials from domestic and international vendors;
Previous wording
The success of our business depends, in part, on our ability to protect and enforce our proprietary technology and intellectual property rights. Trina has relied on material hardware and software for various functions, including its manufacturing executing system, its warehouse management system and its quality management system. Despite Trina’s efforts to protect its proprietary technology and trade secrets, unauthorized parties may attempt to misappropriate, reverse engineer or otherwise obtain and use them. The contractual provisions that Trina enters into with employees, consultants, partners, vendors and customers may not be sufficient to prevent unauthorized use or disclosure of its proprietary technology or trade secrets and may not provide an adequate remedy in the event of unauthorized use or disclosure of its proprietary technology or trade secrets. Furthermore, following the Business Combination, Trina expects that it will need to provide additional support for us to successfully operate such hardware and software. If Trina encounters difficulties or interruptions in providing adequate services, then our operations and functionality may be disrupted, which could harm our business and operating results.
Current wording
•Our ability to protect and enforce our intellectual property rights;
Previous wording
•The outcome of any legal proceedings relating to our products and services, including intellectual property or product liability claims;
Current wording
•The outcome of any legal proceedings relating to our operations, products and services, including intellectual property or product liability claims;
Previous wording
•The availability of tax incentives provided by the IRA;
Current wording
•The availability of tax incentives provided by the IRA and any changes to the statutes or regulatory guidance regarding Section 45X of the IRC, including the One Big Beautiful Bill Act;
Previous wording
Our success depends in part on the ability to construct and equip manufacturing facilities in a timely and cost-effective manner.
Current wording
Our success depends in part on the ability to finance, construct and equip the G2_Austin manufacturing facility in a timely and cost-effective manner.
Previous wording
Our ability to plan, construct and equip manufacturing facilities, including G2 Austin, is subject to significant risks and uncertainties. The construction of manufacturing facilities is subject to the risks and uncertainties inherent in any construction project particularly in the development and construction of new facilities, including risks of delays and cost overruns, which we have experienced in the past. Additionally, manufacturing equipment may take longer and cost more to engineer, build, and install than expected, and may not operate as required to meet our production plans.
Current wording
Our ability to finance, develop, construct and equip the G2_Austin manufacturing facility is subject to significant risks and uncertainties. The completion of the construction of manufacturing facilities is subject to the risks and uncertainties inherent in any construction project, particularly in the development and construction of new facilities, including risks of delays and cost overruns, which we have experienced in the past. Additionally, manufacturing equipment may take longer and cost more to engineer, build, deliver and install than expected, and may not operate as required to meet our production plans.
Previous wording
The development phase of the manufacturing facilities includes obtaining several consents, commercial agreements, permits, and licenses from relevant authorities and stakeholders to secure rights for construction and operation activities, and of which could be delayed or denied, negatively impacting construction timeframes and cost estimates. We also depend on third-party relationships in the development and construction of production equipment, which may subject us to the risk that such third parties do not fulfill their obligations.
Current wording
The development phase of the G2_Austin manufacturing facility includes obtaining several consents, commercial agreements, permits, and licenses from relevant authorities and stakeholders to secure rights for construction and operation activities, any of which could be delayed or denied, negatively impacting construction timeframes and cost estimates. We also depend on third-party relationships in the development and construction of production equipment, which may subject us to the risk that such third parties do not fulfill their obligations. In addition, our project timelines and costs could be adversely affected by long lead times for specialized equipment and tooling, supply chain disruptions, contractor performance issues, labor shortages, inflation and changes in trade policies, tariffs or other restrictions that impact the cost, availability or delivery of equipment or materials needed to develop, construct and equip the G2_Austin manufacturing facility.
Previous wording
If we are unable to build our manufacturing facilities, we will be unable to operate our business as expected. If the demand for our production output is not as expected, our constructed manufacturing facilities may have capacity significantly in excess of the demand for our products, resulting in a higher cost per unit.
Current wording
If we are unable to build the G2_Austin manufacturing facility, we will be unable to operate our business as expected. If the demand for our production output is not as expected, including as a result of any reduction in electricity demand growth from data centers, artificial intelligence infrastructure or other emerging applications, our constructed manufacturing capacity may be significantly in excess of the demand for our products, resulting in a higher cost per unit. Following construction, the transition to full-scale commercial production involves operational risks, including potential delays in achieving production targets, lower than expected yields during initial operations and technical issues. The ramp-up phase requires successful commissioning of equipment and coordination with suppliers to ensure availability of materials. Delays or difficulties during the G2_Austin ramp-up could materially impact revenue generation and debt service capacity, particularly during the early operational phase when the Company’s cash flows and ability to meet financial obligations depend on achieving planned production volumes. Any delays, cost overruns, financing constraints or equipment performance issues could also harm our ability to meet customer commitments and may result in lost sales opportunities, reputational harm and increased costs.
Previous wording
The inability to construct and equip our manufacturing facilities in a timely or cost-effective manner or any significant excess of production capacity over product demand, including the impact of factors both within and outside of our control, could have a material adverse effect on our business, financial condition, operating results, and cash flows.
Current wording
The inability to construct and equip the G2_Austin manufacturing facility, or if there is any delay to the timeline for such construction in a timely or cost-effective manner or any significant excess of production capacity over product demand, including the impact of factors both within and outside of our control, could have a material adverse effect on our business, financial condition, operating results, and cash flows.
Previous wording
G1 Dallas is under a lease. The construction of the plant, or other plants or facilities constructed in the future, and its related systems and infrastructure may be halted, damaged, or rendered uninhabitable or inoperable, by natural or man-made disasters, including earthquakes, fire, flood, hurricanes, power outages, telecommunications failures, break-ins, political conflicts, war, riots, terrorist attacks, and health epidemics or pandemics. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures, or internet failures, which could adversely affect our ability to manufacture PV solar modules and could cause the loss or corruption of data or malfunctions of software or hardware.
Current wording
G1_Dallas and G2_Austin are each under a lease. The construction of G2_Austin, or other plants or facilities constructed in the future, and their related systems and infrastructure may be halted, damaged, or rendered uninhabitable or inoperable, by natural or man-made disasters, including earthquakes, fire, flood, hurricanes, power outages, telecommunications failures, break-ins, political conflicts, war, riots, terrorist attacks, and health epidemics or pandemics. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures, or other failures, which could adversely affect our ability to manufacture PV solar modules, cells or other related solar products and could cause the loss or corruption of data or malfunctions of software or hardware.
Previous wording
The plant and equipment we will use to manufacture the PV solar modules would be costly to repair, replace, or qualify for use, all of which could require substantial lead time.
Current wording
The plants and equipment we use to manufacture the PV solar modules or cells are costly to repair, replace, or qualify for use, all of which could require substantial lead time.
Previous wording
The inability to produce PV solar modules or the backlog that could develop if a manufacturing plant or facility is inoperable for any length of time may result in the loss of customers or harm our reputation.
Current wording
The inability to produce PV solar modules, cells or potentially other solar related products in the future or the backlog that could develop if a manufacturing plant or facility is inoperable for any length of time may result in the loss of customers or harm our reputation.
Previous wording
We have incurred significant net losses since inception. Our net losses were approximately $450.6 million and $73.1 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $725.2 million. We may continue to incur significant losses in the future for a number of reasons, including post-Business Combination integration costs, unforeseen expenses, delays and other unknown events.
Current wording
We have incurred significant net losses since inception. Our net losses were approximately $367.8 million and $450.6 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $1,093.1 million. We may continue to incur significant losses in the future for a number of reasons, including unforeseen expenses, delays in production and other unknown events.
Previous wording
We anticipate that our operating expenses will increase substantially in the foreseeable future as we undertake to integrate the acquired Trina assets, incur expenses associated with maintaining compliance as a public company and increase production, marketing and sales efforts to increase our customer base. These increased expenditures may make it more difficult to achieve and maintain profitability, despite revenue-generating activity following the Trina Business Combination. In addition, our efforts to develop our solar business may be more expensive than we expect, and we may not be able to generate sufficient revenue to offset increased operating expenses. If we are required to reduce our expenses, our solar business strategy could be materially affected. We will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability.
Current wording
We anticipate that our operating expenses will continue to increase in the foreseeable future as we develop and construct G2_Austin, engage in capital-raising transactions, incur expenses associated with maintaining compliance as a public company and increase production, marketing and sales efforts to help increase our customer base. These increased expenditures may make it more difficult to achieve and maintain profitability. In addition, our efforts to develop our solar business may be more expensive than we expect, and we may not be able to generate sufficient revenue to offset increased operating expenses. If we are required to reduce our expenses, our solar business strategy could be materially affected.
Previous wording
As of December 31, 2024, a substantial portion of our manufacturing facilities and installations were in Texas and we expect much of our near-term future growth to occur in Texas, further concentrating our operational infrastructure. Accordingly, our business and results of operations are particularly susceptible to adverse economic, regulatory, political, weather and other conditions in this market and in other markets that may become similarly concentrated. We may not have adequate insurance, including business interruption insurance, to compensate for losses that may occur from any such significant events. A significant natural disaster in Texas could have a material adverse impact on our business, results of operations and financial condition. To the extent that any of these disruptions results in delays or cancellations of installations or the deployment of solar service offerings, our business, results of operations and financial condition would be adversely affected.
Current wording
As of December 31, 2025, a substantial portion of our manufacturing facilities and installations were in Texas and we expect much of our near-term future growth to occur in Texas, further concentrating our operational infrastructure. Accordingly, our business and results of operations are particularly susceptible to adverse economic, regulatory, political, weather and other conditions in this market. We may not have adequate insurance, including business interruption insurance, to compensate for losses that may occur from any such significant events. A significant natural disaster in Texas could have a material adverse impact on our business, results of operations and financial condition. To the extent that any of these disruptions results in delays or cancellations of installations or the deployment of solar service offerings, our business, results of operations and financial condition would be adversely affected.
Previous wording
The distributed solar energy market is at a relatively early stage of development in comparison to fossil fuel-based electricity generation. If additional demand for distributed solar energy systems fails to develop sufficiently or takes longer to develop than we anticipate, we may be unable to originate additional solar service agreements and related solar energy systems and energy storage systems to grow our business. In addition, demand for solar energy systems and energy storage systems in our targeted markets may not develop to the extent we anticipate. As a result, we may be unsuccessful in broadening our customer base through origination of solar service agreements and related solar energy systems and energy storage systems within our current markets or in new markets we may enter.
Current wording
The distributed solar energy market is at a relatively early stage of development in comparison to fossil fuel-based electricity generation. If additional demand for distributed solar energy systems fails to develop sufficiently or takes longer to develop than we anticipate, we may be unable to originate additional solar service agreements and related solar energy systems to grow our business. In addition, demand for solar energy systems in our targeted markets may not develop to the extent we anticipate. As a result, we may be unsuccessful in broadening our customer base through origination of solar service agreements and related solar energy systems within our current markets or in new markets we may enter.
Previous wording
Many factors may affect the demand for solar energy systems, including, but not limited to, the following:
Current wording
Many factors may affect the demand for solar energy systems, including, but not limited to:
Previous wording
Several of our key raw materials and components are either single-sourced or sourced from a limited number of suppliers, and their failure to perform could cause manufacturing delays and impair our ability to deliver PV solar modules to customers in the required quality and quantities and at a price that is profitable to us.
Current wording
Several of our key raw materials and components are either single-sourced or sourced from a limited number of suppliers, and their failure to perform could cause manufacturing delays and impair our ability to deliver PV solar modules or solar cells to customers in the required quality and quantities and at prices that are profitable to us.
Previous wording
We have a limited number of suppliers for our products and manufacturing facilities. Our failure to obtain raw materials and components that meet our quality, quantity, and cost requirements in a timely manner could interrupt or impair our ability to manufacture our solar modules or increase our manufacturing costs. As a result, the failure of our current suppliers or any of our future suppliers to perform or any disruption to their respective supply chain operations could interfere with our supply chain and adversely impact our operations. We may be unable to identify new suppliers or qualify their products for use on our production lines in a timely manner and on commercially reasonable terms. A constraint on our production may result in our inability to meet our capacity plans and/or our obligations under our customer contracts, which would have an adverse impact on our business. Additionally, reductions in our production volume may put pressure on suppliers, resulting in increased material and component costs. If we are not able to obtain the raw materials required for us to manufacture solar modules, our business, financial condition, operating results and cash flows could be materially and adversely affected.
Current wording
We have a limited number of suppliers for our products and manufacturing facilities. Our failure to obtain raw materials, components and products that meet our quality, quantity, and cost requirements, including obtaining these from MA Compliant entities to allow us to continue our eligibility for 45X Tax Credits, in a timely manner and at attractive prices could interrupt or impair our ability to manufacture our PV solar modules, solar cells, or increase our manufacturing costs. As a result, the failure of our current suppliers or any of our future suppliers to perform or any disruption to their respective supply chain operations could interfere with our supply chain and adversely impact our operations. We may be unable to identify new suppliers or qualify their products for use on our production lines in a timely manner, including the qualification and certification of these suppliers and their products as MA Compliant, and on commercially reasonable terms. A constraint on our production may result in our inability to meet our capacity plans and/or our obligations under our customer contracts, which would have an adverse impact on our business. Additionally, reductions in our production volume may put pressure on suppliers, resulting in increased material and component costs. If we are not able to obtain the raw materials required for us to manufacture PV solar modules and cells, including obtaining them at prices that are profitable to us, our business, financial condition, operating results and cash flows could be materially and adversely affected.
Previous wording
The interruption of the flow of components and materials from international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports.
Current wording
The interruption of the flow of components and materials from domestic and international vendors could disrupt our supply chain, including as a result of the imposition of additional duties, tariffs and other charges on imports and exports.
Previous wording
We purchase our components through arrangements with various suppliers located across the globe. We depend on our suppliers to source materials and manufacture critical components for our products. Our reliance on these suppliers makes us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules and costs which could disrupt our ability to procure these components in a timely and cost-efficient manner. The suppliers rely on other suppliers to provide them with raw materials and sub-components that are critical to manufacturing the components of our tracker products. Any shortages of components and materials would affect our ability to timely deliver our products to our customers consistent with our contractual obligations, which may result in liquidated damages or contractual disputes with our customers, harm our reputation and lead to a decrease in demand for our products.
Current wording
We purchase our components through arrangements with various suppliers across the globe. We depend on our suppliers to source materials and manufacture critical components for our products. Our reliance on these suppliers makes us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules and costs which could disrupt our ability to procure these components in a timely and cost-efficient manner. Several of the components and/or underlying materials we require may be sourced from a limited number of suppliers, and in certain instances may be single-sourced, such that this supplier concentration risk and the failure of any such supplier to perform could disrupt our supply chain and adversely impact our operations. The suppliers rely on other suppliers to provide them with raw materials and sub-components that are critical to manufacturing the components of our tracker products. Our supply chain could also be limited if our suppliers are unable to acquire an adequate supply of raw materials or sub-components in a timely manner or at commercially reasonable prices, in which case they could pass along substantially increased prices to us or be unable to perform under their contracts. Any shortages of components and materials would affect our ability to timely deliver our products to our customers consistent with our contractual obligations, which may result in liquidated damages or contractual disputes with our customers, harm our reputation and lead to a decrease in demand for our products.
Previous wording
In addition, the IRA provides incremental tax credits for U.S. solar projects satisfying certain domestic content requirements. While the impact of these requirements on us will remain unclear pending the release of implementing regulations, if we are unable to provide our products in a manner that satisfies applicable domestic content requirements and our competitors are able to do so, we might experience a decline in sales for U.S. projects. In addition, compliance with these requirements may increase our production costs. In light of the foregoing, our U.S. sales, profitability and results of operations in the United States may be adversely affected by the applicable domestic content requirements which must be satisfied in order for solar projects to be eligible for these incremental credits.
Current wording
In addition, the IRA provides incremental tax credits for U.S. solar projects satisfying certain domestic content requirements. If we are unable to provide our products in a manner that satisfies applicable domestic content requirements and our competitors are able to do so, we might experience a decline in sales for U.S. projects. In addition, compliance with these requirements may increase our production costs. In light of the foregoing, our U.S. sales, profitability and results of operations in the United States may be adversely affected by the applicable domestic content requirements which must be satisfied in order for solar projects to be eligible for these incremental credits.
Previous wording
•the imposition of additional duties, tariffs and other charges or quotas on imports and exports, or other trade law provisions or regulations including those proposed by the new presidential administration, such as anti-dumping and countervailing duties, and our ability to pass along such charges to our customers;
Current wording
•uncertainties relating to the imposition and enforceability of additional duties, tariffs and other charges or quotas on imports and exports, or other trade law provisions or regulations including those proposed by the new presidential administration, such as anti-dumping and countervailing duties, and our ability to pass along such charges to our customers;
Previous wording
•natural disasters, severe weather, political instability, war, such as the Russia-Ukraine conflict or geopolitical conflicts in the Middle East, terrorist attacks, social unrest and economic instability in the regions in which our suppliers are located, or through which our components and materials travel;
Current wording
•natural disasters, severe weather, political instability, war, such as the Russia-Ukraine conflict or geopolitical conflicts or tensions in the Middle East and the Persian Gulf or between China and Taiwan, terrorist attacks, social unrest and economic instability in the regions in which our suppliers are located, or through which our components and materials travel;
Previous wording
Any significant disruption to our ability to procure our products, and our suppliers’ ability to procure materials to manufacture our products and components for our products could increase the cost or reduce or delay the supply of components and materials available to us and adversely affect our business, financial condition, results of operations and profitability. Further, if any of our suppliers were unable or unwilling to manufacture the components that we require for our products in sufficient volumes and at high-quality levels or renew existing terms under supply agreements, we would need to identify, qualify and select acceptable alternative suppliers. An alternative supplier may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price. Any significant interruption in manufacturing by our suppliers would require us to reduce our supply of products to our customers or increase our shipping costs to make up for such delays, which in turn could reduce our revenues and margins, harm our relationships with our customers, damage our reputation with other stakeholders involved with solar projects and cause us to forego potential revenue opportunities.
Current wording
Any significant disruption to our ability to procure our products, and our suppliers’ ability to procure materials to manufacture our products and components for our products could increase the cost or reduce or delay the supply of components and materials available to us and adversely affect our business, financial condition, results of operations and profitability. Further, if any of our suppliers were unable or unwilling to manufacture the components that we require for our products in sufficient volumes and at high-quality levels or renew existing terms under supply agreements, we would need to identify, qualify and select acceptable alternative suppliers. An alternative supplier may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price. Any significant interruption in manufacturing by our suppliers would require us to reduce our supply of products to our customers or increase our shipping costs to make up for such delays, which in turn could reduce our revenues and margins, harm our relationships with our customers, damage our reputation with other stakeholders involved with solar projects and cause us to forego potential revenue opportunities. Further, if we are unable to pass along increased component, raw material or logistics costs to our customers, a substantial increase in prices or any limitation or disruption in supply chain could adversely impact our business, financial condition, operating results and cash flows.
Previous wording
We are exposed to multiple risks relating to the availability and pricing of raw materials and components. We have incurred and expect to continue to incur, significant costs related to procuring components and materials required to manufacture and assemble our PV modules. We expect to use various expensive and difficult-to-source materials in our manufacturing. We may not be able to control fluctuation in the prices for these materials or negotiate agreements with suppliers on terms that are beneficial to us. Inflation, increases in building material costs, changing exchange rates, and other factors have impacted our expenses in the past. In the future, currency fluctuations, trade barriers, tariffs, shortages and other general economic or political conditions may limit our ability to obtain key components for our PV solar modules or significantly increase freight charges, raw material costs and other expenses associated with our business. Additionally, our business model, brand, and reputation depend in part on the ability to find ethically sourced materials, which could further increase prices.
Current wording
We are exposed to multiple risks relating to the availability and pricing of raw materials and components. We have incurred and expect to continue to incur, significant costs related to procuring components and materials required to manufacture and assemble our PV solar modules and cells. We expect to use various expensive and difficult-to-source materials in our manufacturing. We may not be able to control fluctuation in the prices for these materials or negotiate agreements with suppliers on terms that are beneficial to us. Inflation, increases in building material costs, changing exchange rates, and other factors have impacted our expenses in the past. In the future, currency fluctuations, trade barriers, tariffs, shortages and other general economic or political conditions may limit our ability to obtain key components for our PV solar modules and cells or significantly increase freight charges, raw material costs and other expenses associated with our business. Additionally, our business model, brand, and reputation depend in part on the ability to find ethically sourced materials, which could further increase prices.
Previous wording
Manufacturing of PV solar modules is a capital-intensive process that requires a significant investment in buildings, equipment, and components of the manufacturing process. Investment in high-tech equipment could allow us to be more flexible in responding to customer needs and specifications and could allow for more efficient manufacturing operations, however, such equipment can be expensive to purchase, install, and maintain. The cost of purchasing or constructing manufacturing operations is subject to a number of risks and uncertainties both within and beyond our ability to control. These risks include, but are not limited to, inflationary pressures on costs, increased commodity pricing for building materials such as steel, and increased global logistics costs.
Current wording
Manufacturing of PV solar modules and cells is a capital-intensive process that requires a significant investment in buildings, equipment, and components of the manufacturing process. Investment in high-tech equipment could allow us to be more flexible in responding to customer needs and specifications and could allow for more efficient manufacturing operations, however, such equipment can be expensive to purchase, install, and maintain. The cost of purchasing or constructing manufacturing operations is subject to a number of risks and uncertainties both within and beyond our ability to control. These risks include, but are not limited to, inflationary pressures on costs, increased commodity pricing for building materials such as steel, and increased global logistics costs.
Previous wording
•construction of a significant number of new, lower-cost power generation plants, including plants utilizing natural gas, renewable energy or other generation technologies;
Current wording
•construction of a significant number of new, lower-cost power generation plants, including plants utilizing natural gas, nuclear, renewable energy or other generation technologies;
Previous wording
The loss of any of our customers, or the inability of our customers and counterparties to perform under their contracts with us, could significantly reduce our net sales and negatively impact our results of operations.
Current wording
The loss of key customers, or the inability of our customers and counterparties to perform under their contracts with us, has and could significantly reduce our net sales and negatively impact our results of operations.
Previous wording
The loss of any of our large customers, their inability to perform under their contracts, or their default in payment could significantly reduce our net sales and/or adversely impact our operating results. While our contracts with customers typically have certain firm purchase commitments and may include provisions for the payment of amounts to us in certain events of contract termination, these contracts may be subject to amendments made by us or requested by our customers. These amendments may reduce the volume of PV solar modules to be sold under the contract, adjust delivery schedules, or otherwise decrease the expected revenue under these contracts. We may be unable, in whole or in part, to reallocate modules to other customers on similar terms or at all, which could have a material adverse effect on our business, financial condition, operating results, and cash flows. We may also require some form of payment security from our customers, such as cash deposits, parent guarantees, bank guarantees, surety bonds, or commercial letters of credit, however, in the event the providers of such payment security fail to perform their obligations, our operating results could be adversely impacted.
Current wording
For the year ended December 31, 2025, one customer accounted for 78% of our total net sales. The loss of key customers, their inability to perform under their contracts, or their default, has in the past and if repeated in the future, could significantly reduce our net sales and/or adversely impact our operating results. While our contracts with customers typically have certain firm purchase commitments and may include provisions for the payment of amounts to us in certain events of contract termination, these contracts may be subject to amendments made by us or requested by our customers. These amendments may reduce the volume of PV solar modules and cells to be sold under the contract, adjust delivery schedules, or otherwise decrease the expected revenue under these contracts. We may be unable, in whole or in part, to reallocate PV solar modules to other customers on similar terms or at all, which could have a material adverse effect on our business, financial condition, operating results, and cash flows. We may also require some form of payment security from our customers, such as cash deposits, parent guarantees, bank guarantees, surety bonds, or commercial letters of credit, however, in the event the providers of such payment security fail to perform their obligations, our operating results could be adversely impacted.
Previous wording
In addition, our corporate structure and our subsidiaries with entities in several jurisdictions such as the United States, Norway, Luxembourg, Finland, and the Cayman Islands, are subject to tax risk in addition to the challenges described in the risk factor “Doing business internationally creates operational, financial, and tax risks.” The expected tax treatment of us and our subsidiaries relies on current tax laws and regulations, as well as certain tax treaties between several jurisdictions. As such, unexpected changes, interpretation, application, or enforcement practices of the legislative or regulatory requirements of such tax laws, including but not limited to, changes in the treatment of sales and net income (losses) earned in various jurisdictions, transfer pricing between related parties, tax treaty protections and provisions, value added taxes, recognition of tax law principles, and other changes in corporate tax law, could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.
Current wording
In addition, our corporate structure includes subsidiary entities in several jurisdictions such as the United States, Norway, Luxembourg, Singapore, Finland, and the Cayman Islands, which are subject to tax risk in addition to the challenges described in the risk factor “Doing business internationally creates operational, financial, and tax risks.” The expected tax treatment of us and our subsidiaries relies on current tax laws and regulations, as well as certain tax treaties between several jurisdictions. As such, unexpected changes, interpretation, application, or enforcement practices of the legislative or regulatory requirements of such tax laws, including but not limited to, changes in the treatment of sales and net income (losses) earned in various jurisdictions, transfer pricing between related parties, tax treaty protections and provisions, value added taxes, recognition of tax law principles, and other changes in corporate tax law, could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.
Previous wording
Our business relies on information technology and any failure, inadequacy, interruption, or security lapse of that technology, including any cybersecurity incidents, could harm our ability to operate our business effectively.
Current wording
Our business relies on information technology, and any failure, inadequacy, interruption, or security lapse affecting that technology, including any cybersecurity incidents, could have a material adverse effect on our business, financial condition, and results of operations.
Previous wording
Our ability to conduct our business and operations depends on the continued operation of information technology and communications systems, including systems that may be acquired or developed in the future. Systems used in our business, including data centers and other information technology systems, are vulnerable to damage or interruption. Such systems could be subject to break-ins, sabotage, and intentional acts of vandalism, as well as disruptions and security incidents as a result of non-technical issues, including both intentional and inadvertent acts or omissions by employees, service providers, or others. We utilize outsourced service providers and consultants and these companies face similar security and system disruption risks as us. Some of the systems used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to data centers or other systems used in our business could result in lengthy interruptions in its service.
Current wording
Our business operations, reputation and financial performance are highly dependent on the integrity and security of our information technology (“IT”) infrastructure, including systems that may be acquired or developed in the future. IT systems used in our business are vulnerable to damage or interruption and could be subject to disruptions and security incidents. We utilize outsourced service providers, and these providers face similar security and system disruption risks as we do. Some of the systems used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to the IT systems used in our business could result in lengthy interruptions in service.
Previous wording
Organized crime, government-backed threat actors, and hackers may be able to penetrate our network or systems, misappropriate or compromise our confidential information or that of third parties, create system disruptions, corrupt data, or cause shutdowns. Using different tools and methodologies the threat actors may be able to deploy malware that attacks our systems or our suppliers’ systems, or otherwise exploits any security vulnerabilities of our facilities and equipment. Such vulnerabilities in our systems can also occur due to a lack of robustness, quality, integrity, and holistic architecture in the digital systems as a whole. While we employ a number of technical, organizational, and physical protective measures, these measures may in the future fail to prevent or detect all attacks on or weaknesses in our systems.
Current wording
We and our outsourced service providers face a wide range of cybersecurity threats, from uncoordinated individual attempts to gain unauthorized access to sophisticated and targeted attacks. Organized crime, government-backed threat actors, and hackers may be able to penetrate the networks or IT systems we rely on, misappropriate or compromise our confidential information or that of third parties, create system disruptions, corrupt data, or cause shutdowns. Using different tools and methodologies, the threat actors may be able to deploy malware that attacks our IT systems or those of our suppliers, or otherwise exploit any security vulnerabilities of our facilities and equipment, and increased use of artificial intelligence by such actors may heighten these risks. Such vulnerabilities in our IT systems could also occur due to a lack of robustness, quality, integrity, and holistic architecture in the IT systems as a whole. These threats could be directed at our business, our products, our customers, and our third-party software and service providers, including cloud providers. While we employ a number of technical, organizational, and physical protective measures designed to protect our business and IT systems, these measures may in the future fail to prevent or detect all attacks on or weaknesses in our IT systems. While we have experienced, and expect to continue to experience, these types of threats and incidents, none of them to date have been material to our business or customers. To the extent we experience cybersecurity incidents in the future, our relationships with our customers and suppliers may be materially impacted, our brand and reputation may be harmed and we could incur substantial costs in responding to and remediating the incidents and in resolving any investigations or disputes that may result, any of which could have a material adverse effect on our business, financial condition, and results of operations.
Previous wording
In addition, our hardware and software, including third-party components and software, may contain defects in design or manufacture, including “bugs”, security vulnerabilities, and other problems that could unexpectedly interfere with our security or operations. The costs to eliminate or mitigate cyber or other security problems, bugs, viruses, worms, malware, and security vulnerabilities could be significant and, if our efforts to address these problems are not successful, could result in interruptions, delays, cessation of service, and loss of existing or potential customers that may impede our manufacturing, sales, distribution, or other critical functions.
Current wording
In addition, the IT systems we rely on may contain defects in design or manufacture, including bugs, security vulnerabilities, and other problems that could unexpectedly interfere with our security or operations. The costs to eliminate or mitigate cyber or other security problems, bugs, viruses, worms, malware, and security vulnerabilities, could be significant and, if our efforts to address these problems are not successful, could result in interruptions, delays, cessation of service, and loss of existing or potential customers that may impede our manufacturing, sales, distribution, or other critical functions. Additionally, any claim that our facilities, equipment, products, or systems are subject to cybersecurity risk or data breaches, whether legitimate or not, could have a material adverse effect on our business, financial condition, and results of operations.
Previous wording
Significant capital and other resources may be required in efforts to protect against information security breaches, security incidents, and system disruptions, or to alleviate problems caused by actual or suspected information security breaches and other data security incidents and system disruptions. The resources required may increase over time as the methods used by hackers and others who are engaged in online criminal activities or who seek to obtain unauthorized access to or disrupt systems and data, are increasingly sophisticated and constantly evolving. Any failure or perceived failure by us or our service providers to prevent information security breaches, security incidents, system disruptions, or any compromise of security, that results in or is perceived or reported to result in unauthorized access to, loss, theft, alteration, release, or transfer of information or data of our or third parties could harm our reputation. Such actual or perceived events could also expose us to legal claims, regulatory investigations and proceedings, fines, penalties, and other liabilities and could divert the efforts of our technical and management personnel, require us to incur significant costs to investigate or remediate, by putting in place additional tools and devices designed to prevent such incidents in the future.
Current wording
Significant capital and other resources may be required in efforts to protect our IT systems and to protect against cyber and information security incidents and other system disruptions, or to alleviate problems caused by actual or suspected cyber and information security breaches and other system disruptions. The resources required may increase over time as the methods used by hackers and others who are engaged in online criminal activities or who seek to obtain unauthorized access to or disrupt systems and data, are increasingly sophisticated and constantly evolving. Noncompliance with applicable industry standards or legal or contractual obligations regarding privacy and information security could result in costs, fines, litigation or regulatory actions and could lead customers to select competitors’ products and services. Any failure or perceived failure by us or our service providers to prevent information security breaches, security incidents, system disruptions, or any compromise of security, that results in or is perceived or reported to result in unauthorized access to, loss, theft, alteration, release, or transfer of information or data of our or third parties could harm our reputation. Such actual or perceived events could also expose us to legal claims, regulatory investigations and proceedings, fines, penalties, and other liabilities and could divert the efforts of our technical and management personnel, which could have a material adverse effect on our business, financial condition, and results of operations. See also “—Risks Relating to Legal and Regulatory Compliance—Changes in laws relating to privacy and data protection could disrupt our business.”
Previous wording
In recent years, the global economies suffered dramatic downturns as a result of worldwide pandemics and public health crises, a deterioration in credit markets and the related financial crisis, political conflicts and unrest, such as the regional violence in Ukraine and the Middle East, as well as a variety of other factors. This has resulted in, among other impacts, inflationary pressures, increased energy prices, volatility in security prices, diminished liquidity and credit availability, and rating downgrades and declining values of certain investments. The U.S. and certain other governments have taken actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets. The return of adverse economic conditions may negatively impact the demand for our PV solar modules and may negatively impact our ability to raise capital, on acceptable terms or at all.
Current wording
In recent years, the global economies suffered dramatic downturns as a result of worldwide pandemics and public health crises, a deterioration in credit markets and the related financial crisis, political conflicts and unrest, such as geopolitical tensions in Venezuela, Denmark and other European countries with respect to Greenland and the regional violence in Ukraine and the Middle East, including the conflict between the U.S., Israel and Iran and the ongoing instability in Persian Gulf states, as well as a variety of other factors. This has resulted in, among other impacts, inflationary pressures, increased energy prices, volatility in securities prices, diminished liquidity and credit availability, and rating downgrades and declining values of certain investments. The U.S. and certain other governments have taken actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets. The return of adverse economic conditions may negatively impact the demand for our PV solar modules and cells and may negatively impact our ability to raise capital, on acceptable terms or at all.
Previous wording
Our success depends on our ability to attract and retain key personnel, including our executive officers, as well as qualified sales, marketing, manufacturing, plant operations, and support personnel. To build and staff our manufacturing facilities, we will need to hire, train, and retain a considerable number of qualified and experienced operators and managers. The successful integration of these operators and their families in Wilmer, Texas or in future locations will involve several challenges, including securing work permits for international employees. The failure to add and retain sufficient staffing for our plants and operations could have a material adverse effect on our business, financial condition, operating results, and cash flows.
Current wording
Our success depends on our ability to attract and retain key personnel, including our executive officers, as well as qualified sales, marketing, manufacturing, plant operations, and support personnel. To build and staff our manufacturing facilities, we will need to hire, train, and retain a considerable number of qualified and experienced operators and managers. The successful integration of these operators and their families in Wilmer, Texas, Rockdale, Texas or in future locations will involve several challenges, including securing work permits for international employees. The failure to add and retain sufficient staffing for our plants and operations could have a material adverse effect on our business, financial condition, operating results, and cash flows.
Previous wording
Our business could be adversely affected by a failure to obtain visas or work permits or to properly verify the employment eligibility of certain Trina employees who will provide services to G1 Dallas.
Current wording
Our business could be adversely affected by a failure to obtain or maintain visas or work permits or to properly verify the employment eligibility of certain employees and service providers who will provide services to G1_Dallas or G2_Austin.
Previous wording
We anticipate that certain Trina employees who are foreign nationals will provide services to G1 Dallas. Some of such employees’ ability to work in the United States depends on obtaining and maintaining necessary visas and work permits. Trina or we may be unable to obtain visas or work permits to bring necessary employees to the United States for any number of reasons including, among others, more stringent limits or requirements set by the new presidential administration’s U.S. Department of Homeland Security or the U.S. Department of State. Although we require all workers to provide us with government-specified documentation evidencing their employment eligibility, unauthorized workers are subject to deportation and may subject us to fines or penalties, and if any of the Trina employees are found to be unauthorized, we could experience adverse publicity that may negatively impact our reputation and may make it more difficult to hire and keep qualified employees. Termination of a significant number of unauthorized workers may disrupt our operations, cause temporary increases in our labor costs as we source and train new workers and result in adverse publicity. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration compliance laws. These factors could materially adversely affect our business, financial condition or operating results.
Current wording
Certain of our employees and service providers are foreign nationals who provide services to G1_Dallas or G2_Austin. Some of such employees’ ability to work in the United States depends on obtaining and maintaining necessary visas and work permits. We may be unable to obtain visas or work permits to bring necessary employees to the United States for any number of reasons including, among others, more stringent limits or requirements set by the new presidential administration’s U.S. Department of Homeland Security or the U.S. Department of State and the administration’s recently announced suspension of visa processing from 75 countries, effective January 21, 2026. In addition, to the extent that we, or our key contractors, subcontractors or equipment suppliers supporting construction, installation, commissioning or ramp-up activities at G2_Austin rely on foreign national personnel, any inability by us or such parties, or any delay in obtaining required visas or work authorizations could disrupt these activities, delay our project timelines or increase costs. Although we require all workers to provide us with government-specified documentation evidencing their employment eligibility, unauthorized workers are subject to deportation and may subject us to fines or penalties, and if any of the employees or service providers are found to be unauthorized, we could experience adverse publicity that may negatively impact our reputation and may make it more difficult to hire and keep qualified employees. Termination of a significant number of unauthorized workers may disrupt our operations, cause temporary increases in our labor costs as we source and train new workers and result in adverse publicity. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration compliance laws. These factors could materially adversely affect our business, financial condition or operating results.
Showing the first 40 of 66 pairs. Open the source sections for the rest.
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Current report — wording carried from elsewhere
At work sites, our employees, contractors and others are at times in close proximity with large pieces of mechanized equipment, moving vehicles, manufacturing processes and hazardous and regulated materials, in a challenging environment.
Current report — wording carried from elsewhere
Export and import controls could subject us to liability or impair our ability to compete in international markets.
Current report — wording carried from elsewhere
The U.S. and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain products, technologies, and software. We must export and import our products in compliance with any applicable controls. We may not always be successful in obtaining necessary governmental approvals, and failure to obtain required import or export approval for our products or limitations on our ability to export or sell our products may adversely affect our revenue. Noncompliance with these laws could have negative consequences, including government investigations, penalties, and reputational harm.
Current report — wording carried from elsewhere
Changes in our products or changes in export, import, and economic sanctions laws and regulations may delay us introducing new products in international markets, prevent our customers from using our products internationally or in some cases, prevent the export or import of our products to or from certain countries altogether. Any change in export or import regulations or legislation; shift or change in enforcement; or change in the countries, persons, or technologies targeted by these regulations could result in decreased use of our products by, or in our decreased ability to, export or sell our products to existing or potential customers with international operations, adversely affecting our business, financial condition, results of operations, and cash flows.
Current report — wording carried from elsewhere
•changes in applicable laws or regulations;
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
•Our ability to protect our intellectual property;
Previous report — wording carried elsewhere
•coordinating distribution and sales and marketing efforts;
Previous report — wording carried elsewhere
Any claim that our facilities, equipment, products, or systems are subject to cybersecurity risk or data breaches, whether legitimate or not, could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.
Previous report — wording carried elsewhere
To the extent we experience cybersecurity incidents in the future, our relationships with our customers and suppliers may be materially impacted, our brand and reputation may be harmed and we could incur substantial costs in responding to and remediating the incidents and in resolving any investigations or disputes that may result, any of which could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows. In addition, the cost and operational consequences of implementing and adding further data protection measures could be significant.
Previous report — wording carried elsewhere
Changes in laws relating to privacy and data protection could disrupt our business.
Previous report — wording carried elsewhere
We have 24.6 million warrants consisting of 14.7 million public warrants (“Public Warrants”) and 9.9 million private warrants (“Private Warrants”). The warrants entitle the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustments. The warrants will expire on July 9, 2026, or earlier upon redemption or liquidation.
Previous report — wording carried elsewhere
Redemption of the outstanding warrants could force holders to:
Previous report — wording carried elsewhere
•exercise their warrants and pay the exercise price therefore at a time when it may be disadvantageous for them to do so;
Previous report — wording carried elsewhere
•sell their warrants at the then-current market price when they might otherwise wish to hold their warrants; or
Previous report — wording carried elsewhere
•accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants.