Form S-1/A ERock, Inc.

As filed with the Securities and Exchange Commission on June 5, 2026.

Registration No. 333-295965

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 3 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ERock, Inc.

(Exact name of registrant as specified in its charter)

1113 Vine St., Suite 101

Houston, Texas 77002

(713) 429-4091

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Carrington

Chief Executive Officer

1113 Vine St., Suite 101

Houston, Texas 77002

(713) 429-4091

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell such securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

(Subject to Completion, Dated June 5, 2026)

27,906,977 Shares

Class A Common Stock

This is the initial public offering of shares of Class A common stock by ERock, Inc., a Delaware corporation (“ERock”). We are offering 27,906,977 shares of our Class A common stock.

Currently, no public market exists for our Class A common stock. We expect the initial public offering price to be between $20.00 and $23.00 per share. We have applied to list our Class A common stock on the New York Stock Exchange (“NYSE”) under the symbol “EROC.”

Following this offering, we will have two classes of authorized common stock: Class A common stock; and Class B common stock. Each share of Class A common stock and Class B common stock will entitle the holder to one vote. Holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our amended and restated certificate of incorporation (the “certificate of incorporation”) or as required by applicable law. The holders of Class B common stock will not have economic rights with respect to their shares of Class B common stock, including any of the economic rights (including the rights to dividends) provided to holders of Class A common stock.

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this and future filings. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company.”

This offering is being conducted through an umbrella partnership-C-corporation, or “UP-C” structure, which is often used by partnerships and limited liability companies that are undertaking an initial public offering. The UP-C structure provides the pre-IPO owners of Enchanted Rock Holdings, LLC (“ER Holdings” and those holders, the “Pre-IPO Holders”) with the potential income tax advantages associated with owning interests in an entity classified as a partnership for U.S. federal income tax purposes. Additionally, the UP-C structure may provide us with income tax benefits, and the Pre-IPO Holders with certain economic benefits, when the Pre-IPO Holders ultimately exchange their membership interests in ER Holdings for shares of our Class A common stock and/or cash. See “Organizational Structure.” Prior to the consummation of this offering, we will enter into a Tax Receivable Agreement (as defined herein) with ER Holdings for the benefit of the TRA Beneficiaries (as defined herein) that will provide for certain cash payments to be made by us to the TRA Beneficiaries in respect of certain future tax benefits received by us. We will make TRA Payments using cash that otherwise would have been available to us for other uses and for the benefit of all of our shareholders. The amount of such payments may be substantial. See “Risk Factors—Risks Related to Our Corporate Structure, Our Class A Common Stock and this Offering” and “Certain Relationships and Related Party Transactions—Proposed Transactions with ERock, Inc.—Tax Receivable Agreement.”

We are a holding company, and our sole material asset is our ownership interest in ER Holdings. As the sole managing member of ER Holdings, we operate and control all of the business and affairs of ER Holdings and, through ER Holdings and its subsidiaries, conduct our business and will depend on distributions from ER Holdings to pay any taxes and other expenses. See “Organizational Structure.”

We will use a portion of the net proceeds we receive from this offering to (i) purchase Class A membership interests in ER Holdings (“Class A Units”) at a per interest purchase price equal to the per share price paid by the underwriters for our Class A common stock in this offering, (ii) purchase Class B membership interests in ER Holdings (“Class B Units”) (including Class B Units converted from Class M membership interests in ER Holdings (“Class M Units”)) from certain of the pre-IPO owners of ER Holdings (including Energy Impact Fund (FT-D) LP and certain of our current and former directors and executive officers) and (iii) pay the cash consideration to a Blocked Unitholder (as defined herein) in connection with its Blocker Merger (as defined herein). We intend to cause ER Holdings to use the remaining net proceeds for the repayment of indebtedness and for general corporate purposes. See “Use of Proceeds.”

Following the consummation of this offering, 20,217,911 shares of our Class A common stock will be owned by the pre-IPO owners of ER Holdings and 27,906,977 shares of our Class A common stock will be owned by public stockholders purchasing shares in this offering (or 19,588,375 shares and 32,093,023 shares, respectively, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), assuming a price per share of $21.50, the midpoint of the range set forth above. 171,007,333 shares of our Class B common stock and corresponding Class B Units will be owned by the pre-IPO owners of ER Holdings. Additionally, 57,355,160 Class M Units will be owned by certain current and former employees and service providers of ER Holdings and its subsidiaries. As a result, (A) investors in this offering will indirectly own 10.21% of the economic interests in ER Holdings and 12.74% of the total voting power in ERock (or approximately 11.74% and 14.65%, respectively, if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and (B) the pre-IPO owners of ER Holdings will directly or indirectly own 89.79% of the economic interests in ER Holdings and 87.26% of the total voting power in ERock (or approximately 88.26% and 85.35%, respectively, if the underwriters exercise in full their option to purchase additional shares of Class A common stock). See “Organizational Structure.”

Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 36 of this prospectus.

The underwriters may also exercise an option to purchase up to an additional 4,186,046 shares of our Class A common stock from us, at the initial public offering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The shares of Class A common stock will be ready for delivery on or about    , 2026.

Joint Lead Book-Running Managers

Joint Book-Running Managers

Bookrunners

Prospectus Dated    , 2026.

TABLE OF CONTENTS

Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are not making an offer to sell our Class A common stock in any jurisdiction where an offer or sale is not permitted. The information contained in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside of the United States: Neither we nor the underwriters have done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside of the United States.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Basis of Presentation

ERock was formed as a Delaware corporation on January 20, 2026 and will have no assets or operations prior to the Reorganization (as defined below). Since 2018, we have conducted substantially all of our operations through ER Holdings, which was formed in connection with a corporate restructuring, prior to which we conducted our operations through ERock Holdings, Ltd., a Texas limited partnership. Accordingly, this prospectus includes certain historical consolidated financial and other data of ER Holdings.

Immediately following this offering, ERock will be a holding company, and its sole material asset will be Class A membership interests in ER Holdings (“Class A Units”), which ERock will hold either directly or indirectly through one or more wholly owned subsidiaries. ERock (or one of its wholly owned subsidiaries) will be the sole managing member of ER Holdings and, in that capacity, will operate and control all of the business and affairs of ER Holdings and, through ERock and its subsidiaries, conduct our business. The Reorganization

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(as defined below) will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of ERock will recognize the assets and liabilities received in the Reorganization at their historical carrying amounts, as reflected in the historical financial statements of ER Holdings. ERock will consolidate ER Holdings on its consolidated financial statements and record a noncontrolling interest related to the Class B Units and Class M Units in ER Holdings on its consolidated balance sheet and statements of operations. See “Organizational Structure.”

Except as otherwise indicated or required by the context, all references to “ERock,” “Enchanted Rock,” the “Company,” “we,” “our” and “us” or similar terms refer to (i) ER Holdings and its consolidated subsidiaries before the Reorganization and (ii) ERock and its consolidated subsidiaries after the Reorganization. Except as otherwise indicated or the context otherwise requires, references to “common stock” refer to our Class A common stock and Class B common stock, collectively.

Except as otherwise indicated, all information contained in this prospectus (i) assumes an initial public offering price of $21.50 per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus) and (ii) assumes that the underwriters do not exercise their option to purchase additional shares of Class A common stock.

For the definitions of certain terms and abbreviations used in this prospectus, see “Glossary of Industry and ERock Terms” beginning on page iii of this prospectus.

Industry and Market Data

Certain market and industry data and forecasts used in this prospectus have been obtained from the following independent industry publications or reports: (i) International Energy Agency; (ii) North American Electric Reliability Corporation; (iii) Institute for Energy Economics and Financial Analysis; (iv) Wood Mackenzie; and (v) publicly available reports and data. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of publicly available industry publications, our internal research and our knowledge of the markets in which we currently, and will in the future, operate. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. Statements as to our market position are based on market data currently available to us, as well as management’s estimates and assumptions regarding the size of our markets within our industry. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus. Neither we nor the underwriters can guarantee the accuracy or completeness of such information contained in this prospectus.

Trademarks and Trade Names

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply, a relationship with us or an endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, ^™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

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GLOSSARY OF INDUSTRY AND EROCK TERMS

The terms and abbreviations defined in this section are used throughout this prospectus:

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RISK FACTORS

Investing in our Class A common stock involves risks. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial individually or in the aggregate may also impair our business operations. We urge you to carefully consider the information in this prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements” and the following risks before making an investment decision. If any of these risks were to materialize, our business, financial condition, results of operations and future prospects could be materially adversely affected. The trading price of our Class A common stock could consequently decline due to any of these risks, and you may lose all or part of your investment. For a summary of these risks, see “Prospectus Summary—Summary of Our Risk Factors.”

Risks Related to Our Business, Industry and Sales

Our business depends on demand for distributed energy generation in the United States, which is an emerging and rapidly evolving market. The development of this market, and demand for our power system solutions from data center, utility, C&I, healthcare and retail end markets, is uncertain and may not proceed as we expect. If distributed energy generation or our power system solutions do not achieve widespread acceptance or demand is lower than anticipated, our business, prospects, financial condition and results of operations could be materially and adversely affected.

Distributed energy generation is still an emerging market, and it is uncertain whether potential customers will embrace distributed generation in general or our power systems in particular. Enterprises may be unwilling to adopt our power systems over traditional or competing power sources such as distributed solar or grid-supplied electricity due to perceptions that our company is unproven, lack of confidence in our business model, limited awareness of our power system solutions or concerns regarding regulatory or political challenges associated with technologies that use natural gas fuel or produce carbon emissions.

Our business depends on demand for distributed power system solutions from data center, utility, C&I, healthcare and retail end markets in the United States, and demand in these end markets depends on demand for electricity generated by distributed power systems and on the level of customer capital spending to design, construct and operate those systems. Such demand and associated capital spend has primarily been driven by increases in demand for reliable power that has outpaced grid-sourced power supply, including due to the transition towards the electrification of transportation and buildings, reshoring of manufacturing and the rapid adoption of artificial intelligence technologies and data center growth. However, customer investment decisions and the overall viability and demand for our power system solutions may be impacted by many factors outside of our control, including changes in actual or projected power demand; changes in electricity price expectations; technological or operational shifts in energy usage, including artificial intelligence-driven load growth that may not materialize as expected; changes in consumer consumption behaviors; changes in data-center siting trends, energy-efficiency measures and decarbonization initiatives; interconnection constraints, permitting timelines or the availability of utility-scale or grid-connected alternatives, including as a result of accelerated grid interconnection, transmission expansion or other grid infrastructure upgrades, that increase grid-sourced power availability that may reduce the relative attractiveness of distributed power systems and lead customers to redirect or defer capital spending; overall market acceptance of our power system solutions (including anti-natural-gas sentiment or misalignment with renewable and zero-carbon procurement goals); the cost competitiveness, reliability and performance of our power systems relative to traditional or competing power sources; the availability and amount of government subsidies and incentives; the emergence, continuance or success of, or increased government support for, other alternative energy or hydrogen-based technologies; prices and availability of traditional or competing power solutions; changes in laws, regulations or policies (including tariffs, taxes or reshoring incentives); changes in internal budget priorities; geopolitical and macroeconomic instability, including wars, terrorism, political unrest, public health emergencies, inflation, recessionary conditions, boycotts, trade restrictions and other business disruptions; and availability and cost of capital,

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including increases in interest rates or tightening in global capital markets (such as reduced tax-equity availability). Any of these factors may adversely impact demand for our power systems and services or cause customers to reduce, delay or cancel planned projects requiring our power systems or alter or terminate our services. In addition, actual or anticipated reductions in demand in our core markets for reliable power, or increases in grid-sourced power supply, could adversely impact demand for distributed power solutions and therefore demand for our power systems and services, which could result in lower capital expenditures, project modifications, delays or cancellations, general business disruptions, and delays in payment of, or nonpayment of, amounts that are owed to us. Any such reductions in demand or effects could have a material adverse effect on our business, prospects, financial condition and results of operations.

If the market for our power system solutions does not continue to develop as we anticipate, our business will be harmed. As a result, predicting our future revenue and appropriately budgeting for our expenses is difficult, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates, or if we adjust our estimates in future periods, our financial position and results of operations could be materially and adversely affected.

Certain estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate.

This prospectus includes several estimates by us and third parties of the potential addressable market for electricity and for our power systems and services in the United States. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. In particular, estimates and forecasts relating to the size and expected growth of electricity demand in our target markets, the adoption of our power system solutions, our capacity to address this demand and our pricing may prove to be inaccurate. In addition, third-party estimates of the addressable market for commercial, industrial and public services electricity reflect the opportunity available from all participants and potential participants in the market. Any inaccuracies or errors in third-party estimates of market opportunity may cause us to misallocate capital and other business resources, which could divert resources from more valuable alternative projects and harm our business.

The addressable market we estimate may not materialize for many years, if ever, and even if the markets in which we compete meet the size estimates and growth forecasts in this prospectus, our business could fail to grow at similar rates, if at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market size or growth included in this prospectus should not be taken as indicative of our future growth.

We have incurred significant losses in the past and we may not be able to achieve or sustain profitability in the future.

Since our inception, we have incurred significant net losses and have used significant cash in our business. For the quarters ended March 31, 2026 and 2025, we have incurred net losses of $(17.2) million and $(15.9) million, respectively. For the years ended December 31, 2025 and 2024, we incurred net losses of $(59.0) million and $(56.9) million, respectively. We expect to continue to expand our operations, including by investing in assembly, sales and marketing, research and development, staffing systems and infrastructure to support our growth. We anticipate that we will incur net losses on a GAAP basis in the near-term. Our ability to achieve profitability in the future will depend on a number of factors, including growing our sales and services volume; increasing sales and services to existing customers and attracting new customers; assisting customers with obtaining financing partners who are willing to provide financing for sales on a timely basis and with attractive terms; continuing to improve the useful life of our generators and reducing our warranty servicing costs on generators we assemble; reducing the cost of producing our generators; improving the efficiency and predictability of our installation process; improving the effectiveness of our sales and marketing activities; and attracting and retaining key talent in a competitive marketplace. Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.

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We may not recognize all revenues from our Contracted Power System Sales Backlog or receive all payments anticipated from our Annualized Recurring Service Revenue. If we do not receive all of the revenue we currently expect to receive, our business, prospects, financial condition and results of operations could be materially and adversely affected.

As of March 31, 2026 and 2025, we had Contracted Power System Sales Backlog of $1,276.0 million and $145.2 million respectively. Our Contracted Power System Sales Backlog represents the actual contracted value for purchases of power systems and ESI services, whether invoiced or not, to be invoiced and recognized as revenue as a result of performing our obligations over the term of the contract, assuming no exceptions or contingencies are exercised, and includes adjustments for contract modifications entered into after period-end and prior to the issuance of the related financial disclosures. As of March 31, 2026 and 2025, we had Annualized Recurring Service Revenue of $22.9 million and $19.8 million, respectively. Our Annualized Recurring Service Revenue represents the annualized value of recurring revenue under contracted operations and maintenance service and asset management agreements as of the measurement date, including both fixed contractual payments and variable payments based on typical utilization of such services.

Our customers have the right under some circumstances to terminate or modify contracts or defer the timing of our services and their payments to us, including if we do not effectively perform our obligations under our contracts, as described elsewhere in these risk factors. As a result, we may not receive all of the revenues that we include in our Contracted Power System Sales Backlog or that we estimate we will receive under our Annualized Recurring Service Revenue. If we do not receive all of the revenue that we currently expect to receive, our business, prospects, financial condition and results of operations could be materially and adversely affected. In addition, a delay in the receipt of revenues, even if such revenues are eventually received, may cause our results of operations for a particular quarter to fall below our expectations.

Our future growth depends on our ability to successfully execute on our pipeline and expanding our commercial opportunities to serve customers in the data center, utility and C&I end markets, and if we are not successful, our business, prospects, financial condition and results of operations could be materially and adversely affected.

One of our strategies is to execute on our current pipeline of opportunities while also expanding our commercial opportunities to serve customers in the data center, utility and C&I end markets. We may not be able to identify such commercial opportunities or may be unsuccessful in executing on our current pipeline or such opportunities. The rapidly evolving and competitive nature of our target end markets for delivering distributed power solutions makes it difficult to evaluate the future prospects of these opportunities. In addition, we have limited insight into emerging trends that may materially adversely affect the development of such opportunities, and the opportunities to deliver our power systems and services, if they were to materialize, would encounter the risks and difficulties frequently experienced by growing companies in emerging markets and businesses delivering distributed power solutions and services in rapidly changing, highly competitive industries, including, unpredictable and volatile revenues, increased expenses, an uncertain regulatory environment, novel litigation and corresponding outcomes and changes in business conditions. The viability of our business strategy and the resulting demand for our power systems and services will be affected by many factors outside of our control, and we may not be successful.

Our business is subject to risks that may arise in the course of completing installations, including those associated with construction, utility interconnection, fuel supply, cost overruns and delays. Because our financial condition, results of operations and reputation depend on the timely installation of our power systems, failures or delays in completing installations on a regular and timely basis could materially and adversely affect our business.

Once a customer decides to purchase a power system, it typically takes between 12 to 18 months or more from contract execution to installation, and these installation cycles are subject to a number of significant risks, some of which are outside of our control. Factors that may impact timely installation include the number of

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generators installed per site; customer changes to installation site requirements and location; local permitting and utility requirements; utility interconnection queues and required transmission or distribution upgrades; environmental, health and safety requirements; weather-related delays; customer facility construction schedules; customers’ operational considerations; and the timing of customer financing. Our power systems are subject to building codes, safety and environmental regulations and typically require multiple governmental approvals and permits. Delays in obtaining these approvals or permits may stall installation and adversely affect our revenue. Customers may also request delays unrelated to these factors, such as for internal operational or financing reasons. Unexpected installation delays may cause power system deployments to incur unanticipated expenses to expedite delivery of materials or labor to achieve the desired installation schedule, and such impacts can be exacerbated when we install a larger number of smaller projects. Even relatively short delays can result in a significant shortfall between expected and recognized revenue for a given period.

The delivery of our ESI services for the installation of our power systems requires us to coordinate with multiple parties, including utilities or other third parties, in order to complete the installation. The completion of some of our installations depends on the availability of and timely connection to the natural gas grid and the local electric grid. In some cases, interconnection may be conditioned on the construction by the local utility company of new transmission and distribution facilities and may also require construction of new natural gas pipelines to connect a project to the interstate pipeline system. Transmission and distribution upgrades found to be required in interconnection studies may cause planned projects to be deemed uneconomic to be constructed or may result in the size of the project itself being reduced in order to avoid significant upgrade costs. In addition, some municipalities have recently adopted restrictions that prohibit the installation of natural gas services to new construction. Delays in our ability to connect with utilities, delays in the performance of installation-related services, or poor performance of installation-related services by our general contractors or sub-contractors could have a material adverse effect on our results of operations and could cause our revenue to vary materially from period to period.

A customer may cancel an order prior to completion of installation, meaning we may be unable to recover some or all of our costs incurred in connection with design, permitting, installation and site preparations. Cancellation can occur due to factors outside of our control, such as permitting or regulatory issues, delays or unexpected costs in securing interconnection approvals, utility infrastructure, cost changes or other reasons unique to each customer. If we are unsuccessful in completing installations after expending significant resources, or if we experience customer disputes, delays or cancellations, then our reputation, business, financial condition and results of operations could be materially and adversely affected. Additionally, under our revenue recognition policy, we recognize revenues as performance obligations are satisfied over time. Therefore, a delay in the installation of our power systems could cause our results of operations to vary materially from period to period. If we default under a customer contract, including in connection with the installation phase of a project, we may be subject to a range of contractual remedies or other adverse consequences, including customer claims, damages, penalties, termination rights, loss of expected revenue, reputational harm, or the customer’s right to engage a third party to complete installation of the applicable power systems and our obligation to provide such third party with access to certain intellectual property necessary to complete such installation, any of which could materially and adversely affect our business, financial condition, results of operations and prospects.

Any failure to provide high-quality services may adversely affect our relationships with our customers and materially and adversely affect our reputation, business, financial condition, results of operations and prospects.

Our customers rely on our ability to deliver a fully integrated suite of services through our ERock Platform for the design, installation, operation and maintenance of our power systems. Our customers also rely on our asset management services to effectively manage their electricity and natural gas market participation to help maximize the value of their investment in our power systems. Our sales process depends highly on the quality of our hardware and software-enabled services, on the quality of our ESI, O&M and asset management services and on strong recommendations from our existing customers. Any failure to maintain high-quality and highly-responsive services, or a market perception that we do not maintain high-quality and highly-responsive services,

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could materially and adversely affect our reputation, our ability to sell our power systems to existing and prospective customers, and our business, financial condition, results of operations and prospects.

We offer ESI and O&M services alongside our hardware and software that comprises our power systems. While we have designated teams of in-house engineers, contractors and technicians to support our customers in the delivery of these services, they may be unable to respond quickly enough to accommodate short-term increases in demand for our services, particularly as we increase the size of our customer base. We also may be unable to modify the format of our services to compete with changes in services provided by competitors. At our current stage, it is difficult to predict demand for ESI and O&M services and if demand were to increase significantly beyond our expectations, we may be unable to provide satisfactory services to our customers. Additionally, increased demand for these services, without corresponding revenue, could increase costs and materially and adversely affect our business, financial condition and results of operations.

Our business relies on the performance by customers under current long-term contracts or contracts we will enter into in the future, and we could be materially and adversely affected if any customer fails to perform its contractual obligations for any reason, including nonpayment and nonperformance, or if we fail to enter into such contracts at all.

A significant amount of our revenue is generated currently from long-term contracts with a small number of customers. Accordingly, our near-term ability to generate cash is dependent on our customers’ continued willingness and ability to continue purchasing our services and to perform their obligations under their respective contracts. Their obligations typically include (i) certain operational responsibilities such as site preparation or permitting, which are necessary to enable us to deliver our particular ESI, O&M and asset management services, and (ii) compliance with certain contractual representations and warranties in addition to payment for services rendered. For more information regarding the material terms of the contracts with our customers, see “Business—Our Customers and Markets,” and for more information regarding the risks related to termination of the contracts with our customers, see “—Our customer contracts for ongoing services are subject to renewal and termination risks.”

Our credit procedures and policies may be inadequate to eliminate risks of nonpayment and nonperformance. In assessing customer credit risk, we use various procedures including background checks which we perform on our potential customers before we enter into a long-term contract with them. As part of the background check, we assess a potential customer’s credit profile and financial position, which can include their results of operations, liquidity and outstanding debt, and certain macroeconomic factors regarding the region(s) in which they operate. These procedures help us to assess appropriately customer credit risk on a case-by-case basis, but these procedures may not be effective in assessing credit risk in all instances. Additionally, we may face difficulties in enforcing our contractual rights against contractual counterparties, including due to the cost and time involved in resolution of disputes by arbitration and litigation, difficulty in enforcing international arbitration awards particularly in situations where all or most of a counterparty’s assets are located in its home jurisdiction and involuntary submission to local courts notwithstanding contract clauses providing for arbitration.

We derive a substantial portion of our revenue and Contracted Power System Sales Backlog from a limited number of customers. The loss of, or events affecting, one of our major customers could reduce our power system sales and have a material adverse effect on our business, financial condition, results of operations and key operating metrics.

We derive a substantial portion of our revenue and Contracted Power System Sales Backlog from a limited number of customers. For the quarter ended March 31, 2026, our three largest customers accounted for 37%, 13% and 12%, respectively, of our revenue. For the year ended December 31, 2025, our three largest customers accounted for 18%, 16%, and 14%, respectively, of our revenue. For the year ended December 31, 2024, our three largest customers accounted for 19%, 17%, and 17%, respectively, of our revenue. The loss of, a significant reduction in orders from or any delays in installation of new power systems with, a large customer could have a

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material adverse effect on our business, financial condition, results of operations and key operating metrics. Our customer concentration may also subject us to perceived or actual bargaining leverage that our large customers may have, given their importance to us. If our large customers seek to negotiate or renegotiate their agreements on terms less favorable to us and we accept such unfavorable terms, such unfavorable terms may have a material adverse effect on our business, financial condition and results of operations.

The loss of any large customer, whether through our fault, such as failure to effectively deliver and install our power systems via our ESI services or, once our power systems are operational, to effectively deliver our O&M or asset management services, or for reasons outside of our control, such as material adverse changes to any of these customers’ financial condition, could cause a material adverse impact on our business, financial condition and results of operations. Additionally, any non-payment or delay in payment of the receivables under the contractual arrangements with these three customers or that we may enter into in the future or any inability to collect receivables under these or similar agreements, or enforce other contractual obligations, would have a significant material adverse effect on our revenues and financial condition.

Our customer contracts for ongoing services are subject to renewal and termination risks.

A significant percentage of our revenue is derived from customer contracts for ongoing services, and we intend to continue focusing on growing revenue by entering into customer contracts for such services. As these contracts expire, we will have to negotiate extensions or renewals with existing customers. We may not be able to renew, extend or enter into new contracts on favorable commercial terms, or at all. We also may be unable to maintain the economic structure of a particular contract with an existing customer. Our inability to renew or extend existing contracts on favorable terms could have a material adverse effect on our business, financial condition, results of operations, prospects and key operating metrics.

Our contracts with our customers contain various termination rights. For example, each of our customer contracts for ongoing services contain various termination rights, including, without limitation: at the end of a specified time period following certain events of force majeure; extended unexcused service interruptions or deficiencies; the occurrence of an insolvency event; and the occurrence of certain uncured, material breaches. Additionally, some customers may terminate their contracts in their sole discretion or in advance upon expiration of a specified time period and payment of associated early termination fees. We may not be able to replace these contracts on desirable terms, or at all, if they are terminated prior to the end of their terms. Contracts that we enter into in the future may contain similar provisions. If any of our current or future contracts are terminated prior to the end of their terms, such termination could have an adverse effect on our business, financial condition, results of operations and prospects.

We face significant competition and many of our competitors are larger and have more resources.

We operate in markets that are highly competitive. We compete for customers, financing partners and incentive dollars from other electric power providers. Our power systems compete with a broad range of companies and technologies, including traditional energy suppliers, such as public utilities, and other energy providers utilizing traditional co-generation systems, nuclear, coal, hydrogen or geothermal power, companies utilizing intermittent solar or wind power paired with storage, and other commercially available fuel cell companies. We also compete with traditional backup energy equipment such as diesel generators.

Many of our competitors, such as traditional utilities and other companies offering distributed generation products, have longer operating histories, more established brands, customer incumbency advantages, access to and influence with local and state governments, and access to more capital resources than us. Some of our competitors have and may continue to be willing to reduce prices and accept lower margins in order to compete with us. In addition, significant developments in alternative technologies, such as energy storage, wind, solar or hydrogen power generation, or improvements in the efficiency or cost of traditional energy sources, including coal, oil, natural gas used in combustion, or nuclear power, may materially and adversely affect our business and prospects in ways we cannot anticipate.

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We may also face new competitors with better technologies, products or resources. For example, there is increasing use of data analytics, machine learning and artificial intelligence software, which our competitors may be able to use or implement more effectively than we are able to do. Additionally, our value proposition depends on our bridge, backup and dispatchable power applications, the attributes of our power systems, including reliability, transient performance, emissions, noise, deployment capabilities and software capabilities, and our ESI, O&M and asset management services, and if alternative, substitute or competing power applications or services match or exceed our applications or services or become meaningfully lower-cost, demand for our power systems or services could decline. If we fail to adapt to changing market conditions and to compete successfully with these various electric power providers or new competitors, our growth will be limited, which would materially and adversely affect our business, financial condition, results of operations and prospects.

If we do not forecast demand for our power systems accurately, we may experience delays in assembling and installing our power systems, excess inventory, difficulties in planning expenses or disputes with suppliers, any of which may materially and adversely affect our business, financial condition and results of operations.

We assemble our power systems based on both actual customer orders and our estimates of customer demand. This process requires us to make multiple forecasts and assumptions relating to the demand of our customers, prospective customers, general market conditions and other macroeconomic conditions. As a result, it may be difficult to forecast customer demand to plan our operations, which may materially and adversely affect our business, financial condition and results of operations. If we overestimate demand for our power systems, we may have excess inventory that we cannot sell. We may have to make significant provisions for inventory write-downs based on events that are currently not known, or discount finished goods to liquidate inventory, and such provisions or any adjustments to such provisions and discounts could be material. We may also become involved in disputes with our suppliers who may claim that we failed to fulfill forecasted or minimum purchase requirements. Conversely, if we underestimate demand, we may not have sufficient inventory to meet customer demand, and we may lose market share, damage relationships with our customers and forgo potential revenue opportunities. Obtaining additional supply in the face of product or materials shortages may be costly or impossible, which could prevent us from fulfilling orders in a timely and cost-efficient manner, or at all. In addition, if we overestimate our assembly requirements, we may purchase excess components and build excess inventory of power systems. If we purchase excess components that are unique to our power systems and are unable to recoup the costs of such excess inventory through resale or return or build excess power systems, we could be required to pay for these excess parts or products and recognize related inventory write-downs.

Our business involves many hazards and operational risks, some of which may not be fully covered by insurance, customer indemnifications or other liability protections. The occurrence of a significant accident or other event that is not fully covered by insurance, customer indemnifications or other liability protections could curtail our operations and have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject to various hazards, including those inherent in the assembly, installation, operation and maintenance of distributed power systems. Such risks include damage to natural gas pipelines, our power systems, or related equipment or infrastructure, or customer-owned equipment and infrastructure; fires, ruptures, earthquakes and explosions and other hazards that could also result in personal injury and loss of life, property damage, pollution and suspension of operations. In addition, our generator units in our power systems are considered high energy systems because they consume natural gas and may operate up to 480 volts. High-voltage electricity poses potential shock hazards, while natural gas, associated with use of our power systems, is flammable and therefore is a potentially dangerous fuel capable of causing fires and other harm. There can be no assurance that our products will continue to be certified to meet certain design and safety standards, and if our equipment is not properly handled or if there are undiscovered issues with our equipment, there could be system failure and resulting damage, injury, death or liability.

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We endeavor to obtain insurance to cover significant risks and liabilities (including, for example, natural disasters, cybersecurity, defective hardware and software and products liability); however, not every risk or liability can be insured, and insurance coverage is not always reasonably available. The policy limits and terms of coverage reasonably obtainable may not be sufficient to cover actual losses or liabilities. Even if insurance coverage is available, we are not always able to obtain it at a price or on terms acceptable to us or without increasing exclusions. Disputes with insurance carriers over the availability of coverage, and the insolvency of one or more of our insurers may affect the availability or timing of recovery, as well as our ability to obtain insurance coverage at reasonable rates in the future. In some circumstances we may be entitled to certain legal protections or indemnifications from our suppliers through contractual provisions, laws or otherwise. However, these protections are not always available, are difficult to negotiate and obtain, are typically subject to certain terms or limitations, including the availability of funds, and may not be sufficient to cover our losses or liabilities. If insurance coverage, customer indemnifications and/or other legal protections are not available or are not sufficient to cover losses incurred due to a significant accident or other event, our operations could be curtailed and our business, financial condition and results of operations could be materially and adversely affected.

A significant portion of our revenue is derived from operations in Texas and California, making us vulnerable to risks associated with geographic concentration generally and Texas and California specifically, including supply and demand factors, regulatory changes and severe weather impacts that could have a material adverse effect on our business.

Texas and California are presently our largest operating regions, accounting for 83% and 14% of our revenue for the quarter ended March 31, 2026, respectively, and 80% and 8% of our revenue for the year ended December 31, 2025, respectively. As a result of this concentration, we are vulnerable to risks associated with geographic concentration generally and Texas and California specifically. In particular, we and our customers may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of natural gas supply in these areas, availability of equipment, facilities, personnel or services, market limitations, governmental regulation and political activities, processing or transportation capacity constraints, natural disasters, including wild fires, flash floods and earthquakes, adverse weather conditions, water shortages or other drought related conditions or interruption of the processing or transportation of natural gas. Each of these factors could have a material adverse effect on our business, financial position, results of operations and prospects.

Providing services on an integrated and turnkey basis could require us to assume additional risks.

We enter into contracts with our customers that require us to deliver services and solutions on an integrated or turnkey basis, which subjects us to additional risks, such as cost over-runs, costs associated with unexpected delays or difficulties in delivering our ESI services, including project management interface risk and risks associated with subcontracting and consortium arrangements. Many of these integrated or turnkey contracts are fixed price contracts that limit our ability to recover for cost overruns or increases unless they are directly caused by the customer. In some cases, we also may not have a contractual right to seek a change order, and even when a change order is available, we may be unable to reach agreement with the customer on the scope, pricing or other terms of any such change order. Any approved change order may also fail to fully compensate us for the additional costs incurred. As a result, integrated or turnkey arrangements may require us to absorb cost overruns or increases that adversely affect our results of operations.

If we cannot obtain surety bonds and letters of credit, our ability to operate may be restricted.

Federal and state laws require us to secure the performance of certain long-term obligations through surety bonds and letters of credit. In addition, we are occasionally required to provide bid bonds or performance bonds to secure our performance under energy efficiency contracts. In the future, we may have difficulty procuring or maintaining surety bonds or letters of credit, and obtaining them may become more expensive, require us to post cash collateral or otherwise involve unfavorable terms. Because we are sometimes required to have performance bonds or letters of credit in place before projects can commence or continue, our failure to obtain or maintain those bonds and letters of credit would adversely affect our ability to begin and complete projects, and thus could have a material adverse effect on our business, financial condition and results of operations.

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Our power systems have significant upfront costs, and, for some customers, they need to attract investors to help them finance purchases.

Our power systems have significant upfront costs, which may be a barrier for some customers who may not have the financial capability to purchase our power systems directly. To address this, we offer financing and contract support, coordinate and arrange project financing and provide guidance on contract structuring and risk management. These offerings are intended to help our customers to access our power systems without making a direct purchase. If a customer is not able to secure funding to finance the purchase of our power systems, our financial condition and results of operations would be harmed.

Our ability to deploy our backlog is directly tied to our customers’ ability to secure project financing, which is often an unpredictable process. Attracting third-party financing is a complex process that is influenced by factors beyond our control, including the fluctuations of interest and currency exchange rates, the availability of tax credits and government incentives for investors, a customer’s perceived creditworthiness and the prevailing condition of credit markets. We help our customers with obtaining financing for purchasing our power systems based on certain conditions, such as their credit quality and the expected minimum internal rate of return on the customer engagement. If these conditions are not met, we may not be able to find financing for their purchases of our power systems, which would adversely impact on our revenue and results of operations. If we are unable to arrange for our customers to obtain financing for our power systems, our business, prospects, financial condition and results of operations could be harmed.

Our ability to offer our power systems through financed arrangements depends in large part on the ability of financing parties to optimize the tax benefits associated with our power systems. Interest rate fluctuations may also impact the attractiveness of any financing offerings for our customers. Our ability to arrange financing for a certain power system is also related to, and may be limited by, the creditworthiness of the customer.

In our power systems sales process for transactions that require financing, our customers make certain assumptions regarding the cost of financing capital. Actual financing costs may differ materially from these estimates and financing may be more difficult or costly to secure, or may not be available, due to factors beyond our or our customers’ control, such as changes in customer creditworthiness, macroeconomic factors, like inflation, interest rates, a recessionary environment, regulatory uncertainty and capital market volatility. The returns offered by other investment opportunities available to financing partners and other factors may further affect financing availability. If the cost of financing ultimately exceeds our customers’ estimates, or our customers are unable to secure financing, we may not be able to proceed with some or all of the impacted projects, or our revenue from such projects may be less than our estimates.

Monetization of our power systems can be affected by interconnection requirements, independent system operator requirements and utility tariff requirements that are each subject to change. Accordingly, our customers may not receive any benefit from exporting excess electricity or natural gas capacity back to the grid, or from displacing their own load during peak periods, which could adversely affect demand for our power systems.

Our power systems are engineered to serve customers as a reliable, dispatchable power source that can strategically dispatch capacity during peak demand or scarcity events to the local electric utility. Because our customers’ demand for electricity typically fluctuates, including periods when customer load may fall to very low levels or to zero, there are often periods when our power systems can produce more electricity or natural gas capacity than our customers may require. This excess capacity can enable customers to displace load or strategically dispatch or export capacity during peak demand or scarcity events. Many, but not all, local electric utilities provide compensation to our customers for driving load down or for dispatching or exporting such electricity or natural gas capacity under displaced energy or displaced power agreements or other customer-generation programs. These agreements and programs are subject to changes in availability and terms, and at times in the past such changes have significantly reduced or eliminated the benefits of such arrangements. Any

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future changes in the availability of, or benefits offered by, these programs could substantially limit a customer’s ability to export or otherwise economically monetize excess capacity and could materially and adversely affect the demand for our power systems.

Through our asset management offering, we provide comprehensive monetization services, acting as advisor or agent for owners of our power systems to optimize grid revenues through electricity and natural gas market participation, hedging and dispatch strategies. Market participation of customer-generated power from our power systems and natural gas capacity in the jurisdictions in which we operate is subject to applicable laws, regulations and tariffs, but not under all circumstances, and may be restricted or made more costly due to interconnection, relevant tariff or other issues.

Behind-the-meter monetization arrangements can be affected by local utility tariffs and fees, changes to interconnection agreement terms and metering requirements, and some jurisdictions do not allow monetization of behind-the-meter generation capacity. Changes in the availability of, or benefits offered by, utility tariffs, the applicable behind-the-meter monetization requirements or interconnection agreements could adversely affect the benefits derived from dispatching electricity and natural gas from our power systems, including due to increased costs or limitations on a customer’s ability to export or displace load, and therefore the demand for our power systems.

We cannot predict the outcome of the many regulatory proceedings addressing tariffs that would include customers utilizing our power systems. If a tariff for customers utilizing our power systems is not available in a given jurisdiction, it may limit or eliminate our ability to sell and install our power systems in that jurisdiction. Further, permits and other requirements applicable to electric and natural gas interconnections are subject to change. For example, some jurisdictions are limiting new natural gas interconnections.

Risks Related to Our Power Systems and Supply Chain

Our future success depends in part on our ability to maintain and increase assembly capacity for our power systems, and we may not be able to do so in a timely or cost-effective manner. Our limited history of assembling our power systems internally makes it difficult to evaluate our future prospects and the challenges we may encounter.

To the extent we are successful in growing our business, we will need to increase the assembly capacity of our power systems. Historically, we utilized a third party to assemble our power systems. In 2025, we began assembling our power systems internally at our Titan facility, and we are seeking to further increase our assembly capacity in the second half of 2026 with the development of our Hyperion facility. We believe that this shift will increase our general and administrative expenses, increase our capital expenditures and decrease our margins over the near-term. We have a limited history of assembling our power systems in our own facilities and making judgments on the capabilities associated with our enterprise, management and ability to produce our power systems. Predicting future demand for our power systems and appropriately aligning our assembly capacity to satisfy demand is difficult, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our results of operations and financial position could be materially and adversely affected.

Our ability to plan, construct and equip current or future assembly facilities is subject to significant risks and uncertainties, including:

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If we are unable to effectively expand our assembly facilities or operate our existing facilities, or obtain adequate quantities of components, equipment, supplies or other materials for our assembly process, we may be unable to further scale our business, which would negatively affect our business, financial condition, results of operations and prospects. Conversely, if the demand for our power systems or our assembly output decreases or does not rise as expected, we may not be able to spread a significant amount of our fixed costs over the assembly volume, resulting in a greater than expected per unit fixed cost, which would have a negative impact on our financial condition and results of operations.

Any significant disruption to the operations at our assembly facilities could delay the assembly of our power systems, which would harm our business and results of operations.

We assemble our power systems in our Titan facility and expect to begin assembling our power systems at our Hyperion facility in the second half of 2026. Our current and future assembly facilities are located in Houston, Texas. While we seek to operate our facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption at our facilities, a material disruption at any current or future assembly facilities could prevent us from meeting customer demand, reduce our sales and/or negatively impact our financial results. Any of our current or future facilities, or any of our equipment within an otherwise operational facility, could cease operations unexpectedly due to a number of events, equipment failure, material supply, public health emergencies, cyberattacks or catastrophic weather, including extreme weather events or flooding resulting from the effects of climate change, or geologic events. The occurrence of a natural disaster in Houston, Texas such as a hurricane, earthquake, drought, extreme weather events or temperatures, flood, fire, localized extended outages of critical utilities or transportation systems, or any critical resource shortages could cause a significant interruption in our business, damage or destroy our facilities, our assembly equipment, or our inventory, and cause us to incur significant costs, any of which could harm our business, financial condition and results of operations. Our disaster recovery plans, and insurance may not be sufficient to restore our operations and to cover our losses, respectively.

If our power systems contain defects, our business and financial condition could be harmed.

Our power systems are complex and may contain defects in design, engineering, assembly or construction that may cause them not to perform as expected or may require repair. Additionally, our power systems use a substantial amount of software to operate which may require modification and updates over the life of such systems. Software is inherently complex and often contain defects and errors when first introduced. These defects and errors can manifest in any number of ways in our power systems, including through diminished performance, security vulnerabilities, malfunctions, or even permanently disabled products. Additionally, it is difficult for us to evaluate the manufacturing, assembly and construction of our power systems until there are working examples that have been manufactured, assembled, constructed and used by us and/or our customers.

There can be no assurance that we will be able to detect and fix any defects in the hardware or software of our power systems, and such defects may not become apparent until a system is installed and operational. In the ordinary course of our business, we have experienced defects that were discovered once our power systems were

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deployed in the field. Changes in our supply chain or the failure of our suppliers to otherwise provide us with components or materials that meet our specifications could also introduce defects in our power systems. If any of our power systems are defective or fail because of their design, including those incorporating third-party hardware, or if changes in applicable laws or regulations, or in the enforcement thereof, require us to redesign or recall our power systems, we may incur additional costs and expenses. The process of identifying and recalling a power system or a component thereof may be lengthy and require significant resources and divert the attention of our engineering personnel from our power system development efforts, and we may incur significant replacement costs, contract damage claims from our customers, product liability, property damage, personal injury or other claims and liabilities, and brand and reputational harm. Significant costs or payments made in connection with generator warranty and product liability claims and power systems recalls could harm our financial condition and results of operations.

Our power systems may not perform consistently with customers’ expectations or consistent with other distributed power systems that may become available. Any defects or any other failure of our power systems to perform as expected could harm our reputation and result in negative publicity, lost revenue, delivery delays, product liability claims and significant generator warranty and other expenses, and could have a material adverse effect on our business, financial condition, results of operations and prospects. Any defects, errors or other vulnerabilities discovered in our software after release could allow third parties to access, manipulate or exploit our software and expose us to claims for damages, any of which could seriously harm our business. We also could face claims for product liability, tort or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and seriously harm our reputation and our business.

The performance of our power systems could be adversely affected by various operating risks and factors outside of our control, which could result in harm to our reputation, business, financial condition and results of operations.

Our power systems are subject to various operating risks that may cause them to generate less value for our customers than expected. These risks include a failure or wearing out of our equipment or the equipment that our equipment connects into, an inability to find suitable replacement equipment or parts, or disruption in our power systems. Any extended interruption or failure of our power systems, including systems we operate under O&M and asset management agreements, for any reason to generate the expected amount of output could adversely affect our business, financial condition, results of operations and reputation. We also provide performance guarantees to our customers covering the performance of our power systems, and failure to meet such performance requirements could result in liquidated damages or penalties and adversely impact our customers’ willingness to acquire additional power systems or services and our ability to attract new customers.

Field conditions, such as the quality of the fuel supply and environmental factors, can impact the performance of our power systems in unpredictable ways. As we move into new geographies and deploy new features, technologies and service configurations, we encounter new field conditions from time to time (including as a result of climate change). Adverse impacts on performance may require us to incur significant service and re-engineering costs or divert the attention of our engineering personnel from product development efforts. Furthermore, we may be unable to adequately address the impacts of factors outside of our control in a manner satisfactory to our customers. Any of these circumstances could materially and adversely affect customer satisfaction, market acceptance and our reputation, business, financial condition and results of operations.

The failure of our third-party suppliers to deliver the necessary components or materials of our power systems in a timely manner and to the required specifications could prevent us from delivering our power system solutions within required timeframes and could cause installation delays, cancellations, penalty payments and damage to our reputation.

We rely or may in the future rely on third-party suppliers for the components or certain raw materials of our power systems, including alternators, engine blocks, engine controllers, catalysts, steel, copper, aluminum,

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certain precious metals and other materials that may be of limited supply. We are also reliant on third-party suppliers for certain infrastructure equipment, pipelines and other materials and technologies that are necessary to install and operate our power systems. If we fail to develop or maintain our relationships with our suppliers, or if any of these suppliers reduce or eliminate the supply of components or other necessary materials for the assembly and installation of our power systems to us in the future, or if there is otherwise a shortage or lack of availability of such components or materials, we may be unable to produce or install our power systems or our power systems may be available only at a higher cost or after a long delay. Such delays could prevent us from delivering our power systems to our customers within required timeframes and cause order cancellations. Delays in our suppliers’ deliveries have impaired and may in the future impair our ability to deliver power systems to our customers.

The timing of purchases in future periods could differ materially from our estimates due to fluctuations in demand requirements related to varying sales levels as well as changes in economic conditions. Further, the revenues that our third-party suppliers generate from our orders may represent a relatively small percentage of their overall revenues, and while we seek to negotiate supply agreements with all of our suppliers, we may purchase some products or components on a purchase order basis. As a result, fulfilling our orders may not be considered a priority to these suppliers in the event of constrained ability to fulfill all of their customer obligations in a timely manner. Certain of our suppliers also supply parts and materials to other businesses, including businesses engaged in other industries unrelated to natural gas power systems. As a relatively low-volume purchaser of certain of these parts and materials, we may be unable to procure a sufficient supply of the items in the event that our suppliers fail to produce sufficient quantities to satisfy the demands of all of their customers, which could materially harm our financial condition and results of operations.

The number of suppliers we have or may have in the future for some of our components or materials is or may be limited and in some cases sole-sourced. Our reliance on third-party suppliers makes or may make us vulnerable to possible capacity constraints and reduced control over component or materials availability, delivery schedules, quality issues, manufacturing yields and costs. We use certain custom components and materials in our power systems. We design and engineer these components and we have relationships with suppliers that will manufacture these components for us. The design, engineering, manufacturing setup, and quality control activities are time and capital intensive. Some of our suppliers use proprietary processes to manufacture components. We may be unable to obtain comparable components from alternative suppliers without considerable delay, expense or at all, as replacing these suppliers could require us either to make significant investments to bring the capability in house or to invest in a new supplier partner. Some of our suppliers are smaller, private companies, heavily dependent on us as a customer. If our suppliers face difficulties obtaining the credit or capital necessary to expand their operations when needed, they could be unable to supply necessary components or materials needed to support our planned sales and services operations, which would negatively impact our sales volumes and cash flows.

We may experience unanticipated disruptions to operations or other difficulties with our supply chain or internalized supply processes for a variety of factors, including, but not limited to, lack of capacity at our suppliers, availability of credit, logistical challenges, labor or material shortages, trade restrictions, exchange rate fluctuations, volatility in regional markets from where materials are obtained, particularly China and Taiwan, changes in the general macroeconomic outlook, political instability, expropriation or nationalization of property, civil unrest, strikes, insurrections, acts of terrorism, geopolitical conflicts (such as conflicts in the Ukraine or the Middle East), public health emergencies, natural disasters or weather events. The failure by us to obtain components or materials in a timely manner, or to obtain components or materials that meet our quantity and cost requirements, could impair our ability to produce our power systems or increase their costs or service our existing portfolio of power systems under O&M service contracts.

If we cannot obtain substitute components or materials on a timely basis or on acceptable terms, we could be prevented from delivering our power systems to our customers within required timeframes or service or existing fleet of power systems, which could result in sales and installation delays, cancellations, penalty payments, or damage to our reputation, any of which could have a material adverse effect on our business and

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results of operations. In addition, we rely on our suppliers to meet quality standards, and the failure of our suppliers to meet or exceed those quality standards could cause delays in the delivery of our power systems, unanticipated servicing costs and damage to our reputation.

We have, in some instances, entered into long-term supply agreements that could result in excess or, if one or more suppliers do not produce for any reason, insufficient inventory, above market pricing or higher costs, and negatively affect our results of operations.

We have and may in the future enter into long-term supply agreements with certain suppliers. Some of these supply agreements provide for fixed or inflation-adjusted pricing, substantial prepayment obligations and, in a few cases, supplier purchase commitments. These arrangements could mean that we end up paying for inventory that we do not need or that is at a higher price than the market. Further, we face significant specific counterparty risk under long-term supply agreements when dealing with suppliers without a long, stable production and financial history. In the event any such supplier experiences financial difficulties, it may be difficult or impossible, or may require substantial time and expense, for us to recover any or all of our prepayments. We do not know whether we will be able to maintain long-term supply relationships with our critical suppliers or whether we may secure new long-term supply agreements. Additionally, many of our parts and materials are procured from foreign suppliers, which exposes us to risks including unforeseen increases in costs or interruptions in supply arising from changes in applicable international trade regulations such as taxes, tariffs or quotas. Any of the foregoing could materially harm our financial condition and results of operations.

Certain of our important purchased components are produced in foreign countries, exposing us to additional risks that may not exist in the United States.

Certain of our important purchased components are produced overseas, primarily in Asia and South America. Our international sourcing subjects us to a number of potential risks in addition to the risks associated with third-party sourcing generally. Such risks include:

These factors have occurred in the past and are currently having an adverse effect on our ability to efficiently and cost effectively source our purchased components overseas. Additionally, we purchase our components from foreign suppliers in U.S. dollars. If the U.S. dollar were to depreciate significantly against the currencies of our foreign suppliers, the prices at which we purchase our components and therefore our cost of revenues could increase materially, which would adversely affect our results of operations.

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Possible new trade tariffs could have a material adverse effect on our business.

The United States has recently enacted and proposed to enact significant new tariffs, as well as changes to existing tariffs. Additionally, various federal agencies have been directed to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion, commentary, and action regarding potential significant changes to U.S. trade policies, treaties, and tariffs. As of the date of this prospectus, discussions remain ongoing in respect of certain trade restrictions and tariffs on imports from Canada, China, Mexico, and other countries, as well as retaliatory tariffs enacted in response to such actions. In light of these events, there is significant uncertainty about the future relationship between the United States and other countries with respect to such trade policies, treaties, and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

Disruptions caused by labor disputes could harm our business.

As of May 1, 2026, we have approximately 440 employees and intend to significantly increase our employee headcount in the near-term. There can be no assurance that any future issues or disputes with our employees will be resolved favorably or that we will not encounter future strikes, work stoppages or other disputes with our employees. A work stoppage or other limitations on assembly at our facilities for any reason could have a material adverse effect on our business, financial condition and results of operations. In addition, our customers or suppliers may have unionized workforces. Strikes or work stoppages experienced by our customers or suppliers could have a material adverse effect on our business, results of operations and financial condition.

Commodity price changes, material price increases, fluctuations in demand for our power systems and services, significant disruptions to our supply chains or significant shortages of labor and material may materially and adversely affect our financial results or our ability to meet commitments to customers.

We establish prices with our customers in accordance with contractual time frames; however, the timing of material and commodity market price increases may prevent us from passing these additional costs on to our customers through timely pricing actions. While we enter into contractual pricing adjustment provisions with our customers from time to time that attempt to address some of these risks, there can be no assurance that commodity price fluctuations will not adversely affect our financial condition and results of operations.

Risks Related to Laws, Regulations and Other Legal Matters

We are subject to laws and regulations that could impose substantial costs upon us and cause delays in the delivery and installation of our power systems.

The construction, installation and operation of our power systems are generally subject to oversight and regulation in accordance with laws and ordinances relating to building codes, safety, environmental and climate protection, domestic content requirements and related matters, as well as utility and energy market rules, regulations and tariffs, and typically require governmental approvals and permits, including environmental approvals and permits, that vary by jurisdiction. In some cases, these approvals and permits change or require periodic renewal. These laws and regulations can affect the markets for our power systems and the costs and time required for their installation and may give rise to liability for administrative oversight costs, compliance costs, clean-up costs, property damage, bodily injury, fines and penalties. Capital and operating expenses needed to comply with these laws and regulations can be significant, and violations may result in substantial fines and penalties or third-party damages.

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It is difficult and costly to track the requirements of every individual authority having jurisdiction over our installations, to design our power systems to comply with these varying standards and to obtain all applicable approvals and permits. We cannot predict whether or when all approvals or permits required for a given project will be granted or whether the conditions associated with the approvals or permits will be achievable. The denial of a permit essential to a project or the imposition of impractical conditions or excessive transmission or distribution facility upgrade costs as a condition of interconnection, would impair our ability to develop a project. In addition, we cannot predict whether the approval or permitting process will be lengthened due to complexities and appeals. The interconnection study process likewise can be a lengthy process. A delay in the review and approval of permits for a project and any interconnection studies, if required, can impair or delay our and our customers’ abilities to develop that project or may increase the cost so substantially that the project is no longer attractive to us or our customers. Furthermore, unforeseen delays in the review and permitting process could delay the timing of the installation of our power systems and could therefore adversely affect the timing of the recognition of revenue related to the installation, which could harm our results of operations in a particular period. In many cases we contractually commit to performing all necessary installation work on a fixed-price basis, and unanticipated costs associated with approval, permitting or compliance expenses may cause the cost of performing such work to exceed our revenue. In addition, emerging federal and state emissions disclosure requirements may pose a burden to existing or potential customers. The costs of complying with all the various laws, regulations and customer requirements, and any claims concerning non-compliance, could have a material adverse effect on our financial condition, results of operations and reputation.

The installation and operation of our power systems are subject to environmental laws and regulations in various jurisdictions, and there has been in the past and could continue to be in the future uncertainty with respect to how these laws and regulations may change over time and also how they apply to our power systems.

We are committed to compliance with applicable environmental laws and regulations including health and safety standards, and we review the operation of our power systems for health, safety and environmental compliance. Environmental laws and regulations in the United States, such as the Comprehensive Environmental Response and Compensation and Liability Act (“CERCLA”), impose liability on several grounds including for the investigation and clean-up of contaminated soil and ground water, impacts to human health and damages to natural resources. If contamination is discovered at properties currently or formerly owned or operated by us, or properties to which hazardous substances were sent by us, it could result in our liability under environmental laws and regulations. Many of our customers who purchase our power systems have high sustainability standards, and any environmental non-compliance by us could harm our reputation and impact customers’ buying decisions.

In addition to CERCLA, among other federal statutory schemes, the Resource Conservation and Recovery Act (“RCRA”) regulates the generation, transportation, treatment, storage, disposal, and cleanup of hazardous and non-hazardous wastes; the federal Clean Air Act (“CAA”) regulates emissions of various air pollutants through air emissions permitting programs and the imposition of other requirements, such as requirements for emission reduction, capture and control; the federal Water Pollution Control Act (“Clean Water Act”) imposes restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States and waters of the applicable states; and FERC has jurisdiction over the transportation and sale for resale of gas in interstate commerce.

Maintaining environmental compliance can be challenging given the changing patchwork of environmental laws and regulations that prevail at the U.S. federal, state, regional and local level. Most existing environmental laws and regulations preceded the introduction of our innovative power systems and were adopted to apply to technologies existing at the time (i.e., large coal, oil or gas-fired power plants). Guidance from the applicable agencies on how certain environmental laws and regulations may or may not be applied to our technology can be inconsistent. In most jurisdictions where air permits and various land use permits are required for installation of larger power system installations, the length of time to obtain these permits has increased. Moreover, the level of

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certainty around the issuance of such permits has decreased and where issued, the cost of compliance has been and can be prohibitive.

Furthermore, the U.S. federal and state regulatory framework is often changing. For example, while President Biden signed into law the Inflation Reduction Act (“IRA”) in August 2022, which contained tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technology. The Trump Administration has diverged from the Biden Administration’s positions, and the passage of the One Big Beautiful Bill Act rescinded many IRA initiatives. The Trump administration will likely continue to withdraw from or otherwise roll back certain environmental commitments. Notably, on March 12, 2025, EPA Administrator Lee Zeldin announced initiatives to reconsider regulations addressing power plants, oil and gas, air pollution standards, GHG reporting, wastewater, endangerment findings, environmental justice, and other initiatives. While it is not possible at this time to predict how any such actions may impact our business, such actions, if undertaken, may prompt more activity from state, and local legislative bodies and administrative agencies to pass stricter GHG laws, regulations, and other binding commitments.

As discussed, the combination of federal and state environmental laws lead to a costly and time-consuming patchwork of reporting and permitting processes. Our technology outpaces the regulatory process and there are inconsistencies between how we are regulated in different jurisdictions. It is possible that regulators could delay or prevent us from conducting our business in some way pending agreement on, and compliance with, shifting regulatory requirements. Such actions could delay the installation of our power systems, could result in penalties, could require modification or replacement or could trigger claims of performance warranties and defaults under customer contracts that could require us to repurchase equipment, any of which could materially and adversely affect our business, financial condition, results of operations and reputation. In addition, new energy or environmental laws or regulations or new interpretations of existing laws or regulations could present marketing, political or regulatory challenges and could require us to upgrade or retrofit existing equipment, which could result in materially increased capital and operating expenses.

Existing regulations and changes to such regulations may create technical, regulatory and economic barriers, as well as increase compliance complexity and costs associated with legal and compliance matters, which could significantly reduce demand for our power systems or affect the financial performance of current sites.

The markets for our power systems are heavily influenced by laws, regulations and policies, including customers’ voluntary procurement standards, as well as by tariffs, internal policies and practices of electric utility providers. These regulations, tariffs, standards and policies often relate to electricity pricing and technical interconnection of electricity generation to the electric grid, including interconnection requirements, study processes, timelines and associated costs, which could change our ability to sell our power systems and conduct energy marketing activities. These regulations, tariffs, standards and policies are often modified and could continue to change, which could result in a significant reduction in demand for our power systems.

In the United States, FERC has authority to regulate under various federal energy regulatory laws wholesale sales of electric energy, capacity and ancillary services, and the delivery of natural gas in interstate commerce. FERC also regulates certain interconnection rules and procedures applicable to electricity generation, and changes to FERC regulations, orders or interpretations, or to FERC-approved tariffs, could increase our compliance costs, delay project development or adversely affect the economics or feasibility of our power systems.

Although we generally are not regulated as a utility, statutes, regulations, tariffs and market rules often relate to electricity and natural gas pricing, utility service rates, net metering, incentives, taxation and the rules surrounding the interconnection of electricity generation for specific technologies. U.S. federal and state governments and market operators frequently modify these statutes, regulations, tariffs and market rules. Governments, often acting through state utility or public service commissions, as well as market operators, change, adopt or approve different utility requirements and utility service rates for commercial and industrial

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customers on a regular basis. Rules adopted by FERC and state public utility commissions may also create new requirements that affect commercial and industrial customers, including the potential direct assignment of energy and transmission- or distribution-system upgrade costs associated with interconnection to new data center customers or other large-load customers. Changes, or in some cases a lack of change, in any of the laws, regulations, tariffs ordinances or other rules that apply to our installations and new technology could make it more costly for us or our customers to install and operate our power systems and could negatively affect our ability to deliver cost savings to customers.

In addition, the recent change in U.S. federal administration has led and is expected to continue to lead to changes in the leadership of various U.S. federal regulatory agencies and changes or proposed or threatened changes to U.S. federal government policy that have led to, in some cases, legal challenges as well as uncertainty around the funding, functioning and policy priorities of U.S. federal regulatory agencies and the status of current and future regulations. U.S. federal government policy changes have included seeking to temporarily broadly halt federal funding, seeking to aggressively downsize the U.S. federal government’s workforce and instructing federal agencies to reprioritize or to cease operating or enforcing certain laws or regulations. We are unable to predict the extent to which the current U.S. federal administration may impose or seek to impose leadership or policy changes at the U.S. federal regulatory agencies responsible for regulating our business or changes to rules and policies impacting our operations. Any such changes could impose additional costs, require the attention of senior management or result in other changes to or limitations on our business.

Government reviews, inquiries, investigations, and actions could harm our business or reputation.

The regulatory environment with regard to our business is evolving, and officials often exercise broad discretion in deciding how to interpret and apply applicable regulations. From time to time, we receive formal and informal inquiries from various government regulatory authorities, as well as self-regulatory organizations, about our business and compliance with laws, regulations or standards.

Any determination that our operations or activities, or the activities of our employees, are not in compliance with existing laws, regulations or standards could result in the imposition of substantial fines, civil or criminal liability, interruptions of business, loss of supplier, vendor, customer or other third-party relationships, termination of necessary licenses and permits or similar results, all of which could potentially harm our business and reputation. Even if an inquiry does not result in these types of determinations, regulatory authorities could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business and could create negative publicity, which could harm our business and reputation.

As a fossil fuel-based technology, we may be subject to a heightened risk of regulation and to changes in our customers’ energy procurement policies.

The current generation of our natural gas power systems produce fewer carbon emissions than the average U.S. marginal power generation sources that our projects displace. However, the operation of our power systems does produce some CO2, which contributes to global climate change. As such, we may be negatively impacted by CO2-related changes in applicable laws, regulations, ordinances, rules, including carbon pricing, or the requirements of the incentive programs on which we and our customers currently rely, as well as potential scrutiny around voluntary or regulatory carbon emissions reporting by our existing or potential customers. While the Trump Administration has worked to remove many carbon regulations and initiatives, this shift may lead to an increased focus on state and local-level substitutes. Changes in laws, regulations or ordinances, or rules that apply to our installations and new technology could make it more difficult or costly to install and operate our power systems, thereby negatively affecting our ability to deliver cost savings to our customers. Additionally, our customers’ and potential customers’ energy procurement policies may prohibit or limit their willingness to procure our power systems. Our business prospects may be negatively impacted if we are prevented from completing new installations or our installations become more costly as a result of laws, regulations or ordinances, or rules applicable to our power systems, or by our customers’ and potential customers’ energy procurement policies.

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We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

We face an inherent business risk of exposure to product liability claims in the event that our power systems’ failure to perform to specification results, or is alleged to result, in property damage, bodily injury and/or death. At any given time, we have in the past and may in the future be subject to various and multiple product liability claims, any one of which, if decided adversely to us, may have a material adverse effect on our results of operation in the period in which our liability with respect to any such claim is recognized. While we maintain insurance coverage with respect to certain product liability claims, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against product liability claims. In addition, product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant periods of time, regardless of the ultimate outcome. Furthermore, even if we are successful in defending against a claim relating to our power systems, claims of this nature could cause our customers to lose confidence in our power systems and us.

Litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

We have been and continue to be involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. In addition, we have in the past and may in the future seek the amendment of existing regulations or, in some cases, the creation of new regulations, in order to operate our business in some jurisdictions. Such regulatory processes may require public hearings concerning our business, which could expose us to subsequent litigation.

Unfavorable outcomes or developments relating to proceedings to which we are a party or transactions involving our power systems, such as judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business, financial condition and results of operations. To the extent such proceedings also generate negative publicity, our reputation and business could also be materially and adversely affected. In addition, handling compliance issues and the settlement of claims could materially and adversely affect our financial condition and results of operations.

Our activities and operations are subject to numerous health and safety laws and regulations, and if we violate such laws and regulations, we could face penalties and fines.

We are subject to numerous health and safety laws and regulations in each of the jurisdictions in which we operate. These laws and regulations require us to obtain and maintain permits and approvals and implement health and safety programs and procedures to control risks associated with our projects. Compliance with those laws and regulations can require us to incur substantial costs. Moreover, if our compliance programs are not successful, we could be subject to penalties or to revocation of our permits, which may require us to curtail or cease operations of the affected projects. Violations of laws, regulations and permit requirements may also result in criminal sanctions or injunctions. Health and safety laws, regulations and permit requirements may change or become more stringent. Any such changes could require us to incur materially higher costs than we currently have. Our costs of complying with current and future health and safety laws, regulations and permit requirements, and any liabilities, fines or other sanctions resulting from violations of them, could materially and adversely affect our business, financial condition and results of operations.

Risks Related to Our Intellectual Property

Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

Although we have taken many measures to protect our intellectual property, including by means of contractual restrictions, physical and technical access limitations, segregation of knowledge, password

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protections and other security measures, preventing misappropriation of proprietary technology can be difficult and expensive. In addition, we cannot guarantee that all employees, contractors, subcontractors, service providers or sub-service providers with access to our proprietary technology have executed appropriate confidentiality or intellectual property assignment agreements, which could weaken our ability to enforce ownership or maintain secrecy.

Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets, respond to allegations that our technologies infringe third-party intellectual property rights or determine the validity and scope of the proprietary rights of others. Such litigation may result in our intellectual property rights being challenged, limited in scope or declared invalid or unenforceable and could result in substantial costs and diversion of resources and management’s attention, adversely affecting our business, financial position and results of operations. We cannot be certain that the outcome of any litigation will be in our favor, and an adverse determination in any such litigation could impair our intellectual property rights and may harm our business, prospects and reputation. Defending infringement claims or obtaining necessary licenses could be costly, time-consuming or unavailable on commercially reasonable terms, and we may be required to develop alternative non-infringing technology, which may not be successful or may require significant time and expense.

We rely primarily on patent, trade secret, copyright and trademark laws, and non-disclosure, confidentiality and other types of contractual restrictions, to establish, maintain, and enforce our intellectual property and proprietary rights. However, our rights under these laws and agreements afford us only limited protection and may not be adequate in all respects. For example, our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed or misappropriated or our intellectual property rights may not be sufficient to provide us with a competitive advantage, any of which could have a material adverse effect on our business, financial condition or results of operations. Although we treat our proprietary software, such as our Granite platform, and source code as trade secrets, these protections may not be sufficient to prevent unauthorized access, use or disclosure, and trade secret or contractual restrictions may not be effective in preventing or providing remedies for unauthorized access to, or use or disclosure of, our confidential information.

Our competitive position depends in part on our ability to maintain, improve and adapt our technology, including our patented generator technology and proprietary Granite platform, to meet the operational requirements of evolving customer needs. Our patented generator technology is a core technology of our power systems, and we rely on the Granite platform for real-time monitoring, operating data gathering and analytics, predictive diagnostics and dispatch and market participation functions, and failure to maintain, improve and adapt these technologies could negatively impact our ability to sell and install power systems and deliver our services to new and existing customers and ultimately diminish our competitive position. In addition, many of our competitors also utilize various data analysis technologies, and if we fail to maintain, improve and adapt our own technologies, competitors may develop similar or more advanced technologies, which could result in new and existing customers seeking commercial opportunities with competitors. Even if we are successful in innovating our data analysis technologies, such innovations may not result in the intended benefits or have a significant impact on our business, and our technologies may become obsolete, which could adversely affect our competitive position and results of operations. In addition, as our competitors continue to innovate, it is possible that certain of our data analysis technologies, including the Granite platform or those we license from third parties, as well as other aspects of our business, could infringe the intellectual property rights of others, and from time to time, we may be subject to allegations that we infringe such rights.

In addition, the laws of some countries do not protect proprietary rights as fully as do the laws of the United States, which may limit our ability to adequately protect our proprietary rights abroad.

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Our patent applications may not result in issued patents, and our issued patents may be successfully challenged in litigation or post-grant proceedings, either of which may have a material adverse effect on our ability to prevent others from commercially exploiting power system solutions similar to ours.

We cannot be certain that any future patent applications will result in issued patents or that any of our issued patents will afford protection against a competitor. The status of patents involves complex legal and factual questions, and the breadth of claims allowed is subject to disagreement. As a result, we cannot be certain that any patent applications that we file in the future will result in patents being issued or that our patents and any patents that may be issued to us in the future will afford protection against competitors with similar technology. In addition, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued in other regions. Furthermore, even if any patent applications are accepted and the associated patents issued, some foreign countries provide significantly less effective patent enforcement rights than the United States.

In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects and results of operations.

We may need to defend ourselves against claims that we infringed, misappropriated or otherwise violated the intellectual property rights of others, which could divert management’s attention, cause us to incur significant costs and prevent us from selling or using the technology to which such rights relate.

Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks, copyrights or other proprietary rights that they believe are infringed by our power systems or services. These companies holding patents or other intellectual property rights could make claims or bring suits alleging infringement, misappropriation or other violations of such rights, or otherwise assert their rights by seeking royalties or injunctions preventing us from operating. We generally indemnify our customers against claims that the power systems we supply do not infringe, misappropriate or otherwise violate third-party intellectual property rights, and we therefore may be required to defend our customers against such claims. If a claim is successfully brought in the future and we or our power systems are determined to have infringed, misappropriated or otherwise violated a third-party’s intellectual property rights, we may be required to do one or more of the following:

Any of the foregoing could adversely affect our business, financial condition, results of operations and prospects. In addition, any litigation or claims, whether or not valid, could harm our reputation, result in substantial costs and divert resources and management attention.

We also license technology and intellectual property from third parties and incorporate components supplied by third parties into our power systems. We may face claims that our use of such technology, intellectual property or components infringes or otherwise violates the rights of others, which would subject us to the risks

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described above. If we are unable to successfully defend against such claims or to license necessary third-party technology, intellectual property or components on acceptable terms, we may be required to obtain or develop alternative, non-infringing technology, intellectual property or components, which could require significant time, effort and expense or lower quality and may ultimately be unsuccessful. We may seek indemnification from our licensors or suppliers under our contracts with them, but our right to indemnification or our suppliers’ resources may be unavailable or insufficient to cover our costs and losses.

Our failure to obtain the right to use necessary third-party intellectual property rights on reasonable terms, or our failure to maintain, and comply with the terms and conditions applicable to these rights, could harm our business and prospects.

We rely on certain technology and intellectual property from third parties, and our inability to license or maintain rights to that technology and intellectual property on acceptable terms, or at all, could require us to obtain or develop substitutes at significant cost or delay or of lower quality. In addition, such licenses or rights may be non-exclusive, which could result in our competitors gaining access to the same technology and intellectual property. The licensing or acquisition of third-party intellectual property rights is a competitive area, and other established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources or greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We could encounter delays and incur significant costs in power system sales or installations or the delivery of our services while we attempt to develop or obtain alternative technology or intellectual property, or redesign our power systems or services, to avoid infringing third-party patents or proprietary rights. Failure to obtain any such licenses or rights or to obtain or develop alternative technology or intellectual property could prevent us from selling or installing our power systems or delivering our services, and the prohibition of sale or the threat of the prohibition of sale of any of our power systems or services could materially affect our business, financial condition and results of operations, and our ability to gain market acceptance for our power systems and services.

We utilize open-source software in our proprietary software, which may pose particular risks to our power system solutions and services.

We utilize open source software code in our proprietary software, including our Granite platform, and expect to do so in the future. Use of open source software can lead to greater risks than use of third-party commercial software, since open source licensors generally do not provide warranties or controls with respect to origin, functionality or other features of the software. Further, companies that incorporate open source software into their products have, from time to time, faced claims challenging their use of open source software and compliance with open source license terms. As a result, we could be subject to lawsuits by parties claiming ownership of or rights to control the licensing of what we believe to be proprietary software or claiming noncompliance with open source licensing terms. Some open source software licenses require users who distribute open source software as part of their products to publicly disclose all or part of the source code in their software and make any derivative works of the open source code available for limited fees or at no cost. Open source license terms may be ambiguous, and many of the risks associated with the use of open source software cannot be eliminated.

In addition, we do not have complete visibility into all open-source components, license obligations or approval and review processes used within our proprietary platforms, including Granite, and we cannot be certain that comprehensive governance programs, such as full inventorying, license tracking or ongoing compliance monitoring, are in place or fully mature. We also may not have identified all material third-party software, data and intellectual property dependencies incorporated into our offerings, or fully assessed whether related license terms, renewal obligations or indemnities are appropriately tracked and monitored. Any gaps in these processes could increase our exposure to license violations, unexpected obligations or claims related to intellectual property rights.

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If we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer our software, discontinue the sale or use of certain capabilities in our power systems or services in the event re-engineering cannot be accomplished on a timely basis, or take other remedial action. Furthermore, if we are unable to obtain or maintain licenses from third parties or fail to comply with open source licenses, we may be subject to costly third-party claims of intellectual property infringement or ownership of our proprietary source code. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and prospects and could help third parties, including our competitors, develop products and services that are similar to or better than ours. Any of the above could have an adverse effect on our business, financial condition and results of operations and harm our competitive position.

We may be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed proprietary information or know-how of their current or former employers or claims asserting ownership of what we regard as our own intellectual property rights.

Many of our employees, consultants and advisors are currently or were previously employed or engaged at other companies in our field, including our competitors or potential competitors. We may be subject to claims that we or these individuals have used or disclosed intellectual property rights, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

Further, our ability to protect our own trade secrets and other proprietary information depends in part on the effectiveness of our technical and administrative controls, including access controls, safeguards around code repositories, segregation-of-duties practices and other confidentiality and security measures. These controls may not always be consistently implemented, monitored or periodically reviewed across all teams or systems. Any lapses, gaps or inconsistencies in such controls could increase the risk of inadvertent disclosure, unauthorized access or misappropriation of our proprietary information by employees, contractors or other third parties.

In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property rights to execute agreements assigning such intellectual property rights to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property rights that we regard as our own. Additionally, the assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property rights. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.

Risks Related to Our Financial Condition and Results of Operations

Our financial condition, results of operations and other key operating metrics may fluctuate from period to period, which could cause our results for a particular period to fall below expectations, resulting in a decline in the price of our Class A common stock.

Our financial condition, results of operations and other key operating metrics have fluctuated significantly in the past and may continue to fluctuate in the future due to a variety of factors, many of which are beyond our control. For example, the amount of revenue we recognize in a given period is materially dependent on the volume of power system sales, the achievement of milestones in the design, construction and installation of our power systems and the delivery of services to maintain and operate our power systems pursuant to O&M service contracts. In addition to the other risks described herein, the following factors subject us to period-to-period fluctuations in our financial condition, results of operations and key operating metrics: (i) the timing of the

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design, construction and installations of our power systems, which may depend on many factors such as availability of inventory, product quality or performance issues, site conditions, such as weather, local permitting requirements, utility requirements, environmental, health and safety requirements, availability of labor, health emergencies and customer facility construction schedules, (ii) the size of particular power systems to be designed, constructed and installed and the number of sites involved in any particular quarter, (iii) the geographical mix of customer sales, (iv) the rates of return required by financing parties, (v) disruptions in our supply chain, (vi) whether we are able to structure our sales agreements in a manner that would allow for the power system and installation revenue to be recognized upfront, (vii) delays or cancellations of power system installations, (viii) fluctuations in our service costs, particularly due to unexpected costs and rising labor costs, (ix) fluctuations in our research and development expense, including periodic increases associated with the pre-production qualification of additional tools as we expand our assembly capacity, (x) the length of the sales and installation cycle for a particular customer, (xi) the timing and level of additional purchases by new and existing customers, which may be impacted by macroeconomic factors including inflation, interest rates, the recessionary environment and availability of capital, (xii) the timing of the development of the market for our new features and technologies, (xiii) unanticipated expenses or installation delays associated with changes in governmental regulations, permitting requirements, utility requirements and environmental, health and safety requirements, (xiv) disruptions in our sales, assembly, service or other business activities resulting from disagreements with our labor force or our inability to attract and retain qualified personnel and (xv) unanticipated changes in government incentive programs available for us, our customers and financing parties. In addition, our revenue, key operating metrics and other results of operations in future periods may fall short of our projections or the expectations of investors and financial analysts, which could have a material adverse effect on the price of our Class A common stock.

If we fail to manage our growth effectively, our business, results of operations and prospects may suffer.

Our business has experienced periods of rapid growth, and in the future, we may continue to grow our business rapidly. Growth in our business could place significant demands on our management, operations, systems, accounting, internal controls and financial resources, and it may also negatively impact our ability to retain key personnel. If we experience difficulties in any of these or other areas of our business, we may not be able to expand our business successfully or effectively manage our growth. In particular, if we experience a significant growth in power systems sales and services without effectively managing growth in our ERock Platform services and assembly capabilities to deliver on such orders or otherwise enhancing our service and assembly capabilities to satisfy customers’ expectations, we may not be able to meet demand for our power systems in a timely manner, which could lead to customer cancellations or reduced orders. We may also need additional assembly capacity, and we and some of our suppliers may need additional capital-intensive equipment. Any growth in our assembly capabilities must include scaling quality control as the increase in assembly increases the possible risk of defects or lower quality assembly. In addition, any growth in the volume of sales of our power systems may outpace our ability to engage sufficient and experienced personnel to manage and complete the higher number of installations on a timely basis and in accordance with our expectations and standards. Any failure to manage our growth effectively could materially and adversely affect our business, financial condition, results of operations and prospects. Our future operating results depend to a large extent on our ability to manage this growth successfully.

We identified material weaknesses in our internal control over financial reporting, and, if not remediated effectively, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired, which could result in loss of investor confidence in the accuracy and completeness of our financial reports and materially adversely affect our results of operations and stock price.

The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. As a public company, we will be required to provide a report from management to our stockholders on our internal control over financial reporting that includes an assessment of the effectiveness of these controls. As disclosed elsewhere in this prospectus, management concluded that our internal control over financial reporting was not

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effective as of December 31, 2025 as we have identified material weaknesses in our internal control over financial reporting related to: (i) insufficient segregation of duties in the financial statement reporting and general information technology processes; (ii) a lack of sufficient levels of staff with public company and technical accounting experience to maintain proper control activities and perform risk assessment and monitoring activities; and (iii) insufficient general information technology controls, including access, security and change management controls. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses have not yet been remediated as of the date of this prospectus.

Our management is in the process of developing and implementing a remediation plan. We expect remediation costs to consist primarily of third party accounting and IT resources and investments in our accounting and IT systems, for which we have not incurred material costs to date and which we do not anticipate will have a material impact to our financial statements. The material weaknesses will be considered remediated when our management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate. We can provide no assurance that our remediation plan to fully remediate these material weaknesses on our contemplated timeline, including, but not limited to, implementing sufficient segregation of duties in the financial statement reporting and general information technology processes, hiring sufficient levels of staff with public company and technical accounting experience to maintain proper control activities and perform risk assessment and monitoring activities and implementing sufficient general information technology controls, including access, security and change management controls, will be successful.

If we are unable to remediate the material weaknesses on our contemplated timeline or otherwise in a timely manner, or if we are unable to assert that our internal control over financial reporting is effective, or, if required in the future, our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, our annual or interim financial statements could include material misstatements that might not be prevented or detected on a timely basis, and we could suffer harm to our reputation, incur incremental compliance costs, fail to meet our public reporting requirements on a timely basis, including due to delayed filing of required periodic reports, be unable to properly report on our business and our results of operations, or be required to restate our financial statements, all of which could result in loss of investor confidence in the accuracy and completeness of our financial reports, subject us to litigation, sanctions or investigations by the SEC, the NYSE or other regulatory authorities, which would require management resources and payment of legal and other expenses, and our results of operations and the price of our Class A common stock could be materially adversely affected.

Internal control over financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions and fraud. Because of these inherent limitations, internal control over financial reporting might not prevent or detect all misstatements or fraud. In addition, our business has grown rapidly over the last few years and is expected to continue to grow rapidly in the near-term. In the event of further growth, our internal controls over financial reporting may not be adequate to support our operations.

Our indebtedness, and restrictions imposed by the agreements governing our outstanding indebtedness, may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs.

As of March 31, 2026, we had total indebtedness of $63.2 million. Our level of indebtedness may make it difficult for us to secure additional debt financing at an attractive cost, which may in turn impact our ability to expand or maintain our operations, develop our power systems, and remain competitive in the market. The agreements governing our outstanding indebtedness contain, and any future indebtedness of ours or our subsidiaries would likely contain, a number of restrictive covenants that impose operating and financial

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restrictions on us and our subsidiaries, including limitations on our ability to engage in acts that may be in our best long-term interests. These restrictions set limitations on, among other things, our ability to: incur liens; incur or assume additional debt or guarantees or issue preferred stock; pay dividends, or make redemptions and repurchases, with respect to capital stock; prepay, or make redemptions and repurchases of, subordinated debt; make loans and investments; make capital expenditures; engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates; change the business conducted by us or our subsidiaries; and amend the terms of subordinated debt.

These restrictions and any restrictions contained in future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. A breach of any such restrictions would result in a default. If any such default occurs, our lenders may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable, or enforce certain security interests, any of which would result in an event of default. The lenders may also have the right in these circumstances to terminate any commitments they have to provide further borrowings.

If we do not maintain the confidence of our customers in our liquidity, including our ability to timely service our debt obligations and grow our business over the long-term, our business and prospects could be harmed.

If potential customers believe we do not have sufficient capital or liquidity to operate our business over the long-term, including to timely service our debt obligations, or that we will be unable to maintain, support or operate our power systems, customers may be less likely to purchase our power systems, particularly in light of the significant financial commitment required. In addition, financing sources may be unwilling to provide financing on reasonable terms. Similarly, suppliers, financing partners and other third parties may be less likely to invest time and resources in developing business relationships with us if they have concerns about the success of our business. Accordingly, in order to grow our business, we must maintain confidence in our liquidity and long-term business prospects among customers, suppliers, financing partners and other parties. This may be particularly complicated by factors such as: our limited operating history at a large scale; the size of our debt obligations; profitability concerns; unfamiliarity with or uncertainty about our power systems and the overall perception of the distributed energy generation market; prices for electricity or natural gas; competition from alternate sources of energy; generator warranty or unanticipated service issues we may experience; the perceived value of environmental programs or policies to our customers; the size of our expansion plans in comparison to our existing capital base and the scope and history of operations; the availability and amount of tax incentives, credits, subsidies or other incentive programs; and the other factors set forth in this “Risk Factors” section. Several of these factors are largely outside our control, and any negative perceptions about our liquidity or long-term business prospects could harm our business.

We may not be able to generate sufficient cash to meet our debt service obligations or our growth plans.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient cash flow from operations in the future to service our debts and make necessary capital expenditures. If we are unable to generate sufficient cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of those activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

We may need additional capital to finance our growth strategy or to refinance our existing indebtedness, and we may not be able to obtain it on acceptable terms, or at all, which may limit our ability to grow.

We may require additional financing to expand our business. Financing may not be available to us or may be available to us only on terms that are not favorable. The terms of our existing indebtedness limit our ability to

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incur additional debt. In addition, economic conditions, including a downturn in the credit markets, could impact our ability to finance our growth on acceptable terms or at all. If we are unable to raise additional funds or obtain capital on acceptable terms, we may have to delay, modify or abandon some or all of our growth strategies. In the future, if we are unable to refinance our indebtedness on acceptable terms, our financial condition and results of operations could be materially and adversely affected.

Operational costs can be difficult to predict.

Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of key inputs, such as natural gas or other natural resources, environmental hazards and remediation, costs associated with construction, commissioning, testing, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. In addition, the components of our power systems suffer unexpected malfunctions from time to time and require repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of our power systems or their constituent components may significantly affect the intended operational efficiency and performance.

Should an operational risks materialize, it may result in the personal injury to or death of workers, the loss of equipment, damage to assembly facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects. Furthermore, in recent periods, our internal operations have grown in complexity. We may in the future continue to grow our operations, both in terms of complexity and headcount. Any continued growth could increase our operational costs and failure to manage such growth could lead to additional costs in the future.

Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could materially and adversely affect our reported assets, liabilities, income, revenue or expenses.

The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, revenues or expenses during the reporting periods. Incorrect estimates and assumptions by management could adversely affect our reported amounts of assets, liabilities, income, revenues and expenses during the reporting periods. If we make incorrect assumptions or estimates, our reported financial results may be over- or understated, which could materially and adversely affect our business, financial condition and results of operations.

Any capital preservation investments that we may invest in will be subject to market, interest and credit risk that may reduce its value.

In the future, we may invest in a variety of capital preservation investments, which may consist of debt securities, including, but not limited to, money market funds, U.S. Treasuries or U.S. government securities. We currently do not use derivative financial instruments to adjust our investment portfolio risk or income profile. These investments, as well as any cash deposited in bank accounts, are subject to general credit, liquidity, market and interest rate risks. If the global credit market experiences volatility or deteriorates, our investment portfolio may be impacted and some or all of our investments may experience other-than-temporary impairment, which could materially and adversely affect our financial condition and results of operations.

Risks Related to Our Operations

Operational disruptions in our areas of operation from weather, natural disasters, terrorism or other similar causes could impact our business, financial condition and results of operations.

We operate in several regions across the United States, each of which may be adversely affected by seasonal weather conditions and natural or man-made disasters. Natural disasters (such as earthquakes, tornadoes,

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hurricanes, wildfires or floods), periods of extreme weather conditions or temperatures, or acts of terrorism could damage or destroy our or our customers’ infrastructure in our areas of operations or result in a disruption of our or their operations. During periods of heavy rain or extreme weather conditions, such as tornadoes, or after other disruptive events such as earthquakes, wildfires or floods, our or our customers’ infrastructure and assets may be damaged. Such disruptions could have a material adverse effect on our financial condition and results of operations. Public health emergencies could have a similar effect of disrupting ours or our customers’ businesses to the extent they impact the demand for natural gas, our areas of operation, the availability of supplies required by our customers, or the employees or other personnel who operate our or our customers’ businesses.

We may be subject to disruptions or failures in information technology systems and network infrastructures that could have a material adverse effect on our business, financial condition and results of operations.

We rely on the efficient and uninterrupted operation of complex information technology systems and network infrastructures to operate our business. In addition, our cloud-based monitoring service, Granite, which we use to track and monitor the performance of our power systems, is dependent on cloud-based hosting services, along with the availability of internet or cellular data services at end-user premises. Despite testing by us, real or perceived errors, failures or bugs in our power system infrastructure, software or technology, or the technology or software we license from third parties, including open source software, may not be found until our customers use our power systems. Real or perceived errors, failures or bugs in our power systems could result in negative publicity, loss of or delay in market acceptance of our power systems, harm to our reputation, weakening of our competitive position or claims by customers for losses sustained by them. Disruption, unauthorized access or failure of our information technology systems, third-party cloud hosting platforms or end-user data services as a result of software or hardware malfunctions, system implementations or upgrades, computer viruses, cyber-attacks, third-party security breaches, employee/human error, theft or misuse, malfeasance, power disruptions, natural disasters or accidents could disrupt or damage the operations of power systems or render such power systems inoperable or cause breaches of data security, failure of our service, including our O&M and asset management services, loss of intellectual property and critical data and the release and misappropriation of sensitive competitive information and partner, customer and employee personal data. We have been and may in the future be subject to fraud attempts from outside parties through our electronic systems (such as “phishing” e-mail communications to our finance, technical or other personnel), which could put us at risk for harm from fraud, theft or other loss if our internal controls do not operate as intended. Any such future events could further harm our competitive position, result in a loss of customer confidence, cause us to incur significant costs to remedy any damages and ultimately materially adversely affect our business, financial condition and results of operations.

Data security breaches and cyberattacks could compromise our intellectual property or other confidential information and cause significant damage to our business, power systems performance and reputation.

We maintain information that is confidential, proprietary or otherwise sensitive in nature on our information technology systems, and on the systems of our third-party providers. This information includes intellectual property, financial information and other confidential information related to us and our employees, prospects, customers, suppliers and other business partners. Additionally, our information technology provides us with the ability to remotely control some variables of our power systems; they are connected to, controlled and monitored by our centralized remote monitoring service. We rely on our internal software applications for many of the functions we use to operate our business generally. Cyberattacks are increasing in frequency and evolving in nature. We and our third-party providers are at risk of attack through the use of increasingly sophisticated methods, including malware, phishing and the deployment of artificial intelligence to find and exploit vulnerabilities.

Our information technology systems, and those maintained by our third-party providers, have been in the past, and may be in the future, subjected to attempts to gain unauthorized access, disable, destroy, maliciously control or cause other system disruptions. In some cases, it is difficult to anticipate or to detect immediately such incidents and the damage they caused. While these types of incidents have not had a material effect on our business to date, future incidents involving access to our network or improper use of our systems, or those of our

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third parties, could compromise confidential, proprietary or otherwise sensitive information, as well as the operation of our power systems.

There is no assurance that any measures we may take to combat known and unknown cybersecurity risks will be sufficient to prevent security breaches and cyberattacks. The security of our infrastructure, including the network that connects our power systems to our remote monitoring service, may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious code and cyberattacks that could have a material adverse impact on our business and our power systems in the field, and the protective measures we have taken may be insufficient to prevent such events. A breach or failure of our networks or computer or data management systems due to intentional actions such as cyberattacks, including ransomware attacks, phishing or denial-of-service attacks, negligence or other reasons, whether as a result of actions by third-parties or our employees, could seriously disrupt our operations or could affect our ability to control or to assess the performance in the field of our power systems and could result in disruption to our business and legal liability.

In addition, security breaches and cyberattacks could negatively impact our reputation and our competitive position and could result in litigation with third parties, regulatory action and increased remediation costs, any of which could materially and adversely impact our business, our financial condition, and our results of operations. Although we maintain insurance coverage that may cover certain liabilities in connection with some security breaches and cyberattacks, we cannot be certain it will be adequate for liabilities actually incurred or that any insurer will not deny coverage of future claims.

We use artificial intelligence in our business and in our power systems, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and materially and adversely affect our results of operations.

We currently use artificial intelligence tools internally, primarily those provided by third parties. In the future we may incorporate artificial intelligence solutions into our power systems, services and features, including our Granite platform, and we may leverage artificial intelligence, including generative artificial intelligence and machine learning, in our product development, operations and software programming. Our competitors or other third parties may incorporate artificial intelligence into their products or operational processes more quickly or more successfully than us, which could have a material adverse effect on our competitive position, reputation and results of operations.

There are also significant risks involved in developing and deploying artificial intelligence and there can be no assurance that the usage of artificial intelligence will enhance our power systems or services or be beneficial to our business, including our efficiency or profitability. The rapid evolution of artificial intelligence, including the regulation of artificial intelligence by government or other regulatory agencies, will require significant resources to develop, test and maintain our platforms, offerings, services, and features to implement artificial intelligence ethically and minimize any unintended harmful impacts.

The intellectual property rights associated with artificial intelligence have not been fully addressed by U.S. courts, and there remains uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for artificial intelligence technologies and relevant system inputs and outputs. The courts and regulators have not clearly defined the scope for artificial intelligence-generated content, algorithms or trained models. If we fail to secure or maintain protection for the intellectual property rights concerning technologies developed using artificial intelligence, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products, which could adversely affect our business, reputation, financial condition, or results of operations.

Moreover, the current use or future adoption of artificial intelligence in our business and/or our power systems, services and features (including our Granite platform), which may include tools developed by third parties, could expose us to breach of a data or software license, website terms of service claims, claimed

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violations of privacy rights or other tort claims. Further, our employees’ use of third-party or publicly available artificial intelligence tools may inadvertently result in the disclosure of our intellectual property, proprietary information or other sensitive or confidential data into the public domain, which could expose us to legal liability, diminish the value of our intellectual property, weaken our competitive position and harm our reputation.

If we are unable to attract and retain key employees and hire qualified management, technical, engineering, sales and support personnel, our ability to compete and successfully grow our business could be harmed.

We depend on the skills, institutional knowledge, working relationships and continued services and contributions of key employees, including our senior leadership team and other key technical, engineering, sales and support personnel, as a critical part of our human capital resources. The loss of the services of any of our key employees could disrupt our operations, delay the design, assembly and installation of our power systems and the delivery of our ERock Platform services, and negatively impact our business, operating results and prospects. In addition, our ability to achieve our operating and strategic goals depends on our ability to identify, hire, train and retain qualified individuals. In order to support increases in our assembly capacity and meet our delivery obligations, we will need to significantly increase headcount in the near future, and any failure to do so could make it difficult to achieve our operating and strategic goals. Competition for assembly employees in Houston is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment, and we may lose key employees or fail to attract other talented personnel. Our failure to attract and retain our senior leadership team and other key technical, engineering, sales and support personnel could adversely impact our business, prospects, financial condition and operating results. In addition, we do not have “key person” life insurance policies covering any of our key employees, and none of our key employees is bound by an employment agreement for any specific term.

Unsatisfactory safety performance may negatively affect our customer relationships and, to the extent we fail to retain existing customers or attract new customers, materially and adversely impact our revenues.

Our ability to retain existing customers and attract new business is dependent on many factors, including our ability to demonstrate that we can reliably and safely operate our business and stay current on constantly changing rules, regulations, training and laws. Existing and potential customers consider the safety record of their service providers to be of high importance in their decision to engage third-party servicers. If one or more accidents involving the construction, installation, operation or maintenance of our power systems were to occur, the affected customer may seek to terminate or cancel its use of power systems or services and may be less likely to continue to use our services, which could cause us to lose substantial revenues. Further, our ability to attract new customers may be impaired if they elect not to purchase our third-party services because they view our safety record as unacceptable. In addition, it is possible that we will experience numerous or particularly severe accidents in the future, causing our safety record to deteriorate. This may be more likely as we continue to grow or if we experience high employee turnover or labor shortage or add inexperienced personnel.

We may be materially and adversely impacted by the effects of climate change and may incur increased costs and experience other impacts due to new or more stringent climate change regulations, accords, mitigation efforts, GHG regulations or other legislation designed to address climate change.

The potential impacts of climate change on our customers, power systems, service offerings, operations, facilities and suppliers are accelerating and uncertain, as they will be particular to local and customer-specific circumstances. These potential impacts may include, among other items, physical long-term changes in the frequency and severity of weather events as well as customer behavior changes either through preference or regulation.

Concerns regarding climate change may lead to additional federal, state and local legislative and regulatory responses, accords and mitigation efforts. Various stakeholders, including legislators and regulators, shareholders

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and non-governmental organizations, are continuing to look for ways to reduce GHG emissions, and consumers are increasingly demanding products and services resulting in lower GHG emissions. We could face risks to our reputation, investor confidence and market share due to an inability to innovate and develop new solutions that decrease GHG emissions. Increased input costs, such as fuel, utility, transportation and compliance-related costs could increase our operating costs and negatively impact customer operations and demand for our power system solutions. U.S. federal priorities have moved toward less stringent GHG regulations under the Trump administration, but some state priorities may focus on stricter regulations to compensate. As the impact of any additional future climate related legislative or regulatory requirements on our business and power system solutions is dependent on the timing, scope and design of the mandates or standards, we are currently unable to predict its potential impact which could have a material adverse effect on our financial condition, results of operations and cash flows.

Climate change may exacerbate the frequency and intensity of natural disasters, including wildfires and flash floods, and adverse weather conditions, which may cause disruptions to our operations, including disrupting assembly of our power systems, delivery of our ESI and O&M services and our supply chain.

Risks Related to Our Corporate Structure, Our Class A Common Stock and this Offering

Changes in effective tax rates, or adverse outcomes resulting from other tax increases or an examination of our income or other tax returns, could adversely affect our results of operations and financial condition.

Any changes in our effective tax rates or tax liabilities could adversely affect our results of operations and financial condition. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

In addition, an adverse outcome arising from an examination of our income or other tax returns could result in higher tax exposure, penalties, interest or other liabilities that could have an adverse effect on our operating results and financial condition.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of Sarbanes-Oxley, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will be required to comply with laws, regulations and requirements, including certain corporate governance provisions of the Sarbanes-Oxley, and regulations of the SEC and the requirements of the NYSE. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and significantly increase our costs and expenses. We will be required to:

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The changes necessitated by becoming a public company require a significant commitment of resources and management oversight that has increased, and may continue to increase, our costs and might place a strain on our systems and resources. Such costs could have a material adverse effect on our business, financial condition and results of operations.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Furthermore, while we generally must comply with Section 404 of the Sarbanes-Oxley Act for our fiscal year ending December 31, 2026, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting until as late as our annual report for the fiscal year ending December 31, 2031. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, operated or reviewed or that discloses a material weakness identified by our management in our internal control over financial reporting. Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

We cannot be certain at this time that we will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that we or our independent registered public accounting firm will not identify additional material weaknesses in our internal control over financial reporting. If we fail to comply with the requirements of Section 404 or if we or our independent registered public accounting firm identify and report such material weaknesses, the accuracy and timeliness of the filing of our annual and quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the price of our Class A common stock. In addition, material weaknesses in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive

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compensation. Additionally, as an emerging growth company, we are required to present in this prospectus, and the registration statement of which this prospectus forms a part, only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.235 billion of revenues in a fiscal year, have more than $700.0 million in market value of our Class A common stock held by non-affiliates or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. Additionally, we intend to take advantage of the extended transition periods for the adoption of new or revised financial accounting standards under the JOBS Act until we are no longer an emerging growth company. Our election to use the transition periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the extended transition periods permitted under the JOBS Act and who will comply with new or revised financial accounting standards.

If some investors find our Class A common stock to be less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

The initial public offering price of our Class A common stock may not be indicative of the market price of our Class A common stock after this offering. In addition, an active, liquid and orderly trading market for our Class A common stock may not develop or be maintained, and our stock price may be volatile.

Prior to this offering, our Class A common stock was not traded on any market. An active, liquid and orderly trading market for our Class A common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our Class A common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Class A common stock, you could lose a substantial part or all of your investment in our Class A common stock. The initial public offering price will be negotiated between us and representatives of the underwriters, based on numerous factors which we discuss in “Underwriting,” and may not be indicative of the market price of our Class A common stock after this offering. Consequently, you may not be able to sell shares of our Class A common stock at prices equal to or greater than the price paid by you in this offering.

The following is a non-exhaustive list of factors that could affect our stock price:

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The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and materially harm our business, operating results and financial condition.

Conflicts of interest could arise in the future between us, on the one hand, and our Sponsor and entities owned by or affiliated with it (including Energy Impact Fund), on the other hand, concerning among other things, business transactions, potential competitive business activities or business opportunities.

Conflicts of interest could arise in the future between us, on the one hand, and our Sponsor and entities owned by or affiliated with it (including Energy Impact Fund), on the other hand, concerning among other things, business transactions, potential competitive business activities or business opportunities. Our Sponsor and other businesses owned by or affiliated with it operate in the energy and oilfield services industries. In the normal course of business, we have engaged in transactions with some of these companies. See “Certain Relationships and Related Party Transactions.” Furthermore, our Sponsor and other businesses owned by or affiliated with it may now, or in the future, directly or indirectly, compete with us for investment or business opportunities.

Our Sponsor and its affiliates are not restricted from owning assets or engaging in businesses that compete directly or indirectly with us and will not have any duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as us, including those business activities or lines of business deemed to be competing with us, or doing business with any of our clients, customers or vendors.

Our Sponsor or its affiliates may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Pursuant to our certificate of incorporation, we will renounce any interest or expectancy in, or in being offered an opportunity to participate in, any business opportunities that are from time to time presented to any of our non-employee directors and any of their respective agents, stockholders, members, partners, directors, officers, employees, affiliates or subsidiaries (other than the company and our subsidiaries) (each, a “Business Opportunities Exempt Party”), even if the business opportunity is one that we or our subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no Business Opportunities Exempt Party shall have any duty to communicate or offer any such business opportunity to us or be liable to us or any of our subsidiaries or any stockholder, including for breach of any fiduciary or other duty, as a director or officer or controlling stockholder or otherwise. In addition, Our Sponsor and its affiliates may dispose of their interests in other companies or other assets in the future, without any obligation to offer us the opportunity to purchase any of those interests or assets.

In any of these matters, the interests of our Sponsor and entities owned by or affiliated with it may differ or conflict with the interests of our other stockholders. Any actual or perceived conflicts of interest with respect to the foregoing could have an adverse impact on the trading price of our Class A common stock.

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A significant reduction by our Sponsor of its ownership interest in us or our Sponsor’s ownership interest in Energy Impact Fund could materially and adversely affect us.

We believe that our Sponsor’s substantial ownership interest in us and our Sponsor’s substantial ownership interest in Energy Impact Fund provide them with an economic incentive to assist us to be successful. Upon the expiration or earlier waiver of the lock-up restrictions on transfers or sales of our securities following the completion of this offering, our Sponsor will not be subject to any obligation to maintain its ownership interest in us and may elect at any time thereafter to sell all or a substantial portion of or otherwise reduce its ownership interest in us. If our Sponsor sells all or a substantial portion of its ownership interest in us or our Sponsor sells all or a substantial portion of their ownership interest in Energy Impact Fund, they may have less incentive to assist in our success and directors affiliated with them may choose to resign from their positions as members of our board of directors, though there is no formal agreement obligating them to do so. Such actions could adversely affect our ability to successfully implement our business strategies, which could adversely affect our cash flows or results of operations.

Our certificate of incorporation and amended and restated bylaws, as well as Delaware law, will contain provisions that could discourage acquisition bids or merger proposals, which may materially and adversely affect the market price of our common stock and could deprive our investors of the opportunity to receive a premium for their shares.

Our certificate of incorporation will authorize our board of directors to issue preferred stock without stockholder approval in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our certificate of incorporation and amended and restated bylaws (“bylaws”) could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders. These provisions include, for example, the following:

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In addition, we will be a Delaware corporation and governed by the Delaware General Corporation Law (as the same may be amended hereafter, the “DGCL”), including Section 203. In general, Section 203 of the DGCL, an anti-takeover law, prohibits a publicly held Delaware corporation from engaging in a business combination (as defined in Section 203 of the DGCL), such as a merger, with a person or group owning 15% or more of a company’s voting stock, which person or group is considered an interested stockholder under the DGCL, for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner.

Our certificate of incorporation will designate the Court of Chancery of the State of Delaware or the federal district courts of the United States of America, as applicable, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers or other employees.

Our certificate of incorporation will provide that, unless we select or consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of the company to the company or our stockholders; (iii) any action asserting a claim against us arising under the DGCL, our certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine.

Our certificate of incorporation further will provide that, unless we select or consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States, including, in each case, the applicable rules and regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provision in our certificate of incorporation. This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a different judicial forum, including one that it may find favorable or convenient for a specified class of disputes with the Company or the Company’s directors, officers, other stockholders, or employees or result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Delaware, each of which may discourage lawsuits against us or our directors, officers, other stockholders, or employees. Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and board of directors. Our choice-of-forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Investors in this offering will experience immediate and substantial dilution.

Based on an assumed initial public offering price of $21.50 per share (the midpoint of the price range set forth on the cover of this prospectus), purchasers of our Class A common stock in this offering will experience an immediate and substantial dilution of $20.25 per share in the net tangible book value per share of Class A common stock from the initial public offering price, and our pro forma and as adjusted pro forma net tangible book value as of March 31, 2026 would be $(0.48) per share and $1.25 per share, respectively. See “Dilution.”

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We do not presently anticipate paying cash dividends on our Class A common stock and our existing debt agreements place restrictions on our ability to do so. Consequently, your only opportunity to achieve a return on your shares of Class A common stock is if the price of our Class A common stock appreciates.

While we look forward to the opportunity to pay dividends in the future, we do not presently anticipate paying any cash dividends on our Class A common stock in the foreseeable future. In addition, we expect our future debt agreements will place restrictions on our ability to pay cash dividends. Consequently, unless we revise our dividend policy and are released from the provisions in our loan agreements that restrict the payment of dividends, your only opportunity to achieve a return on your investment in us will be if you sell your Class A common stock at a price greater than the price that you paid for it. There is no guarantee that the price of our Class A common stock that will prevail in the market will ever exceed the price that you pay in this offering. See “Dividend Policy.”

Future sales of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

We may issue or sell additional shares of common stock or securities that are convertible or exchangeable therefor. After the completion of this offering, we will have 48,124,888 outstanding shares of Class A common stock (or 52,310,934 shares of Class A common stock if the underwriters’ option to purchase additional shares is exercised in full). Of the outstanding shares, the 27,906,977 shares of Class A common stock sold in this offering (or 32,093,023 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) will be freely tradable without restriction or further registration under the Securities Act, other than any shares held by our affiliates. Any shares of Class A common stock held by our affiliates, including those purchased by our directors or officers pursuant to our directed share program, as described in “Underwriting—Directed Share Program,” will be eligible for resale pursuant to Rule 144 under the Securities Act, subject to the volume, manner of sale, holding period and other limitations of Rule 144, and subject to the conditions of the lock-up agreement as described in “Underwriting.” Following the completion of this offering, and assuming full exercise of the underwriters’ option to purchase additional shares, our Sponsor will beneficially own 99,330,841 shares of our common stock, or approximately 36% of our total outstanding shares of common stock. Our Sponsor and Thomas McAndrew will be party to a registration rights agreement (the “Registration Rights Agreement”) and, subject to the lock-up agreements described herein, will have rights to require us to file registration statements covering the sale of shares of our Class A common stock currently owned or subsequently acquired by our Sponsor or Thomas McAndrew, including upon the exchange of Class B Units, or to include such shares in registration statements that we may file, as applicable. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Our Sponsor—Registration Rights Agreement.”

In connection with this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of 19,721,900 shares of our Class A common stock issued or reserved for issuance under our 2026 Plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144, shares registered under the registration statement on Form S-8 may be made available for resale immediately in the public market without restriction.

We cannot predict the size of future issuances of our Class A common stock or securities convertible into Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock will have on the market price of our common stock. Sales of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A common stock.

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The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could materially and adversely affect the price of our Class A common stock.

We, our directors and executive officers, and the holders of substantially all of our Class A and Class B common stock will enter into lock-up agreements pursuant to which we and they will be subject to certain restrictions with respect to the sale or other disposition of our Class A common stock or securities convertible into or exercisable or exchangeable for Class A common stock for a period of 180 days following the date of this prospectus. Please see “Underwriting” for more information on these agreements. If the restrictions under the lock-up agreements are waived, then the shares of Class A common stock, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our Class A common stock to decline and impair our ability to raise capital.

We may issue preferred stock whose terms could materially and adversely affect the voting power or value of our common stock.

Our certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having the designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, that our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of our common stock.

If securities or industry analysts do not publish research reports or publish unfavorable research about our business, the price and trading volume of our Class A common stock could decline.

The trading market for our Class A common stock will depend in part on the research reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of us the trading price for our Class A common stock and other securities would be negatively affected. In the event we obtain securities or industry analyst coverage, if one or more of the analysts who covers us downgrades our securities, the price of our securities would likely decline. If one or more of these analysts ceases to cover us or fails to publish regular reports on us, interest in the purchase of our securities could decrease, which could cause the price of our Class A common stock and other securities and their trading volume to decline.

The Class M Units in ER Holdings will cause increasing dilution to holders of Class A common stock and holders of Class B Units, pro rata, if our business appreciates in value.

The Class M Units in ER Holdings are structured as “profits interests” for U.S. federal income tax purposes. Accordingly, the Class M Units participate in a portion of the profits and appreciation of ER Holdings above specified threshold amounts for each Class M Unit (which may be adjusted from time to time, including in connection with capital contributions). As a result, as our business grows and the equity value of ER Holdings increases, a greater portion of the increased value of our business may be allocated to the Class M Units, reducing the portion of the increased value attributed to the Class A Units of ER Holdings held by ERock. As of the date of this offering, the Class M Units represent a 19.82% interest in ER Holdings on a fully diluted basis, based on the estimated exchange ratio of Class M Units to Class B Units at the time of this offering. Other than as necessary to reflect certain capital transactions at ER Holdings, including unit splits and additional capital interests, ER Holdings does not expect to issue additional Class M Units in the future.

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We will depend on distributions from ER Holdings to pay any taxes and other expenses, including payments under the Tax Receivable Agreement.

We are a holding company and, upon completion of the Reorganization and this offering, our only business will be to act as the managing member of ER Holdings, and our only material assets will be Class A Units of ER Holdings, representing approximately 21.96% of the common membership interests of ER Holdings. We do not have any independent means of generating revenue. We anticipate that ER Holdings is and will continue to be classified as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to the members of ER Holdings (including ERock). Accordingly, we will be required to pay income taxes on our allocable share of any net taxable income of ER Holdings. We intend to cause ER Holdings to make pro rata distributions to each of its members, including us, in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to such member and to allow us to make payments under the Tax Receivable Agreement. In addition, ER Holdings will reimburse us for corporate and other overhead expenses. If the amount of tax distributions to be made exceeds the amount of funds available for distribution, we will receive a tax distribution payment before the other members of ER Holdings receive any distribution and the balance, if any, of funds available for distribution shall be distributed to the other members of ER Holdings pro rata in accordance with their assumed tax liabilities. To the extent that we need funds, and ER Holdings is restricted from making such distributions under applicable laws or regulations, or is otherwise unable to provide such funds, it could materially and adversely affect our ability to pay taxes and other expenses, including payments under the Tax Receivable Agreement, and affect our liquidity and financial condition. Although we do not currently expect to pay dividends, such restrictions could also affect our ability to pay any dividends (if declared) in the future.

We are required to pay to the TRA Beneficiaries 85% of the tax benefits we receive from tax basis step-ups (and certain other tax assets) attributable to our acquisition membership interests in ER Holdings in connection with the IPO and in the future, and the amount of those payments may be substantial.

In connection with the Reorganization, we will enter into the Tax Receivable Agreement with the TRA Beneficiaries. The Tax Receivable Agreement provides for payment by us to the TRA Beneficiaries of 85% of the amount of the net cash tax savings, if any, that we realize (or, under certain circumstances, are deemed to realize) as a result of (i) increases in tax basis (and use of certain other tax benefits) resulting from our acquisition of membership interests in ER Holdings in connection with the IPO and in future exchanges, (ii) certain favorable tax attributes (such as net operating losses attributable to pre-merger tax periods) we acquired in the Blocker Mergers and (iii) increases in tax basis resulting from the payments we make to the TRA Beneficiaries under the Tax Receivable Agreement (as well as tax benefits related to imputed interest). We will retain the benefit of the remaining 15% of these net cash tax savings. Generally, payments under the Tax Receivable Agreement will be made to the TRA Beneficiaries based on the tax assets, including basis step-ups and certain other tax assets, delivered by those TRA Beneficiaries in connection with the IPO and in the future. Such payments will reduce the cash provided by the tax savings generated from the previously described transactions with the members of ER Holdings and the TRA Beneficiaries that would otherwise have been available to ERock, Inc. for other uses, including reinvestment or dividends to holders of our Class A common stock.

The term of the Tax Receivable Agreement will commence upon the completion of the IPO and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been used or have expired, or the Tax Receivable Agreement is terminated in accordance with its terms. The payments under the Tax Receivable Agreement are not conditioned upon continued ownership of us by the TRA Beneficiaries. In addition, payments we make under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return.

The actual tax benefit, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the price of our common stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and

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timing of the use of tax attributes; the amount, timing and character of our income; the U.S. federal, state, local and non-U.S. tax rates then applicable; the depreciation and amortization periods that apply to the increases in tax basis; the timing and amount of any earlier payments that we may have made under the Tax Receivable Agreement; and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. Because of these factors, estimating the amount and timing of payments that may be made under the Tax Receivable Agreement is by its nature imprecise.

We expect to receive distributions from ER Holdings in order to make any required payments under the Tax Receivable Agreement. However, we may need to incur debt to finance payments under the Tax Receivable Agreement to the extent such distributions or our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise. There may be a material negative effect on our financial condition and liquidity if, as described below, the payments under the Tax Receivable Agreement exceed the actual benefits we receive in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to us by ER Holdings are not sufficient to permit us to make payments under the Tax Receivable Agreement.

The amount payable under the Tax Receivable Agreement generally will be based on an annual calculation of the reduction in our U.S. federal, state, local and non-U.S. taxes resulting from the use of certain pre-IPO tax attributes and tax benefits resulting from sales and exchanges by continuing members of ER Holdings. We expect that the payments that we may be required to make under the Tax Receivable Agreement may be substantial. For the sake of illustration, assuming all outstanding membership interests in ER Holdings held by TRA Beneficiaries are exchanged for shares of Class A common stock immediately after this offering, the estimated tax benefits would be approximately $1,399.8 million and the related undiscounted payment to the TRA Beneficiaries equal to 85% of the benefit would be approximately $1,189.8 million, assuming (i) exchanges occurred on the same day, (ii) a share price of $21.50 per share of Class A common stock, (iii) no material changes in relevant tax law, (iv) a constant combined effective income tax rate of 22% and (v) that we have sufficient taxable income in each year to use on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the Tax Receivable Agreement. Additionally, if we were to elect to terminate the Tax Receivable Agreement immediately after this offering, based on an initial public offering price of $21.50 per share of our Class A common stock, we estimate that we would be required to pay approximately $657.0 million in the aggregate under the Tax Receivable Agreement. This early termination payment is equal to the present value of all payments that would be required to be paid by ERock under the Tax Receivable Agreement, and is determined by taking into account certain assumptions and using a discount rate equal to the lesser of (a) 6.5% and (b) SOFR plus 400 basis points. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the TRA Beneficiaries that will not benefit certain holders of our Class A common stock to the same extent that they will benefit the TRA Beneficiaries.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the TRA Beneficiaries that will not benefit certain holders of our Class A common stock to the same extent that they will benefit the TRA Beneficiaries. Additionally, we are a holding company and have no material assets other than our ownership equity interests in ER Holdings. As a consequence, our ability to declare and pay dividends to the holders of our Class A common stock is subject to ER Holdings providing distributions to us and the restrictions in our other organizational documents. If ER Holdings makes such distributions, the holders of Class B Units and Class M Units generally will be entitled to receive equivalent distributions from ER Holdings on a pro rata basis. However, because we must pay taxes, make payments under the Tax Receivable Agreement, and pay our expenses, any amounts ultimately paid as dividends to holders of our Class A common stock are expected to be less on a per share basis than the amounts distributed by ER Holdings to holders of Class B Units and Class M Units on a per unit basis. This feature and other aspects of our organizational structure may adversely impact the future trading market for our Class A common stock.

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As a result of the Tax Receivable Agreement, interests of the Continuing Equity Unitholders and Continuing Profits Interest Unitholders may conflict with those of other holders of our Class A common stock, including in connection with certain potential future transactions.

As discussed above, our organizational “UP-C” structure, including the Tax Receivable Agreement, confers certain benefits upon certain of the Continuing Equity Unitholders and Continuing Profits Interest Unitholders that will not benefit the holders of our Class A common stock. Certain of the Continuing Equity Unitholders and Continuing Profits Interest Unitholders may receive payments from us under the Tax Receivable Agreement upon any redemption or exchange of their ER Holdings units, including in connection with a voluntary termination of the Tax Receivable Agreement or following a change of control transaction. Furthermore, so long as the Tax Receivable Agreement is outstanding and in effect, any distributions we receive from ER Holdings must first be used by us to meet our obligations under the Tax Receivable Agreement and to pay our taxes and other legal compliance obligations. As a result, the interests of such Continuing Equity Unitholders and Continuing Profits Interest Unitholders may conflict with the interests of holders of our Class A common stock.

For example, in connection with a change of control transaction, certain valuation assumptions in the Tax Receivable Agreement would apply, potentially increasing the amount of or accelerating the timing of, payments that otherwise would be made to the TRA Beneficiaries pursuant to the Tax Receivable Agreement. The prospect of receiving enhanced Tax Receivable Agreement payments could impact the Continuing Equity Unitholders’ and Continuing Profits Interest Unitholders’ support for a change of control transaction and/or their view of the appropriateness of the consideration received for our Class A common stock, even though such transactions might involve risks or may not prove beneficial to holders of our Class A common stock. Similarly, the cost associated with such enhanced payments may influence a prospective buyer’s valuation of our shares. In addition, the structuring of future transactions may take into consideration tax or other considerations of such Continuing Equity Unitholders and Continuing Profits Interest Unitholders even in situations where no similar considerations are relevant to us or beneficial to our public stockholders. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” for a discussion of the Tax Receivable Agreement and the related likely benefits to be realized by us and certain Continuing Equity Unitholders and Continuing Profits Interest Unitholders.

The application of certain valuation assumptions under the Tax Receivable Agreement in the case of certain changes of control or other events may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock.

In the event of certain changes of control, certain material breaches of the Tax Receivable Agreement by us, or an insolvency event, the calculation of certain future payments made under the Tax Receivable Agreement will use certain valuation assumptions, including that (i) in the case of a change of control, any exchangeable membership interests of ER Holdings (other than those held by us) outstanding on the date the change of control becomes effective are deemed to be exchanged for an amount equal to the market value of the corresponding number of shares of common stock on the date the change of control becomes effective and (ii) we will have sufficient taxable income to fully use (A) the tax attributes covered by the Tax Receivable Agreement and (B) any remaining net operating losses subject to the Tax Receivable Agreement on a straight line basis over the shorter of the statutory expiration period for such net operating losses or the 15-year period after the change of control or other relevant event. Such payments may significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement. We expect that the payments that we may make under the Tax Receivable Agreement following a change of control may be substantial and may be in excess of 85% of our actual cash tax benefits. As a result, the assumptions adopted under the Tax Receivable Agreement in the case of a change of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock in a change of control transaction.

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In certain cases, payments under the Tax Receivable Agreement to the TRA Beneficiaries may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

Under the Tax Receivable Agreement, if we exercise our right to terminate the Tax Receivable Agreement early, or we breach any of our material obligations under the Tax Receivable Agreement, our obligations under the Tax Receivable Agreement to make payments would be accelerated and based on certain assumptions, including an assumption that we would have sufficient taxable income to fully use all potential future tax benefits that are subject to the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

As a result, the amount we are required to pay under the Tax Receivable Agreement may significantly exceed 85% of the actual cash tax benefits that we realize in respect of the tax attributes subject to the Tax Receivable Agreement or the amounts may need to be paid prior to the actual realization, if any, of such future tax benefits.

In certain circumstances, cash and other assets retained by ERock may disproportionately benefit the Continuing Equity Unitholders and Continuing Profits Interest Unitholders relative to holders of our Class A common stock.

We expect that ER Holdings is and will continue to be classified as a partnership for U.S. federal income tax purposes. As such, ER Holdings generally is not subject to U.S. federal income tax under existing law. Instead, taxable income will be allocated to its members, including us.

Pursuant to the sixth amended and restated limited liability company agreement of ER Holdings (the “A&R LLCA”), ER Holdings will make tax distributions to its members, including us, which generally will be pro rata based on the ownership of ER Holdings units, calculated using an assumed tax rate, to enable each of the members to pay taxes on that member’s allocable share of ER Holdings’ net taxable income. Generally, these tax distributions will be computed based on our estimate of the net taxable income of ER Holdings allocable per unit (based on the member which is allocated the largest amount of taxable income on a per interest basis) multiplied by an assumed tax rate generally equal to 30% for capital gains and qualified dividend income and 36% for all other types of income, in each case, subject to adjustment by us. Under applicable tax rules, ER Holdings is required to allocate net taxable income disproportionately to its members in certain circumstances.

As a result of potential differences in the amount of net taxable income allocable to us and to other members of ER Holdings, as well as the use of an assumed tax rate in calculating ER Holdings’ tax distribution obligations, we may receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. We may choose to manage these excess distributions through a number of different approaches, including through the payment of dividends to holders of our Class A common stock or by reinvesting the proceeds. Funds used by ER Holdings to satisfy its tax distribution obligations generally will not be available for reinvestment in its business and the tax distributions ER Holdings will be required to make may be substantial.

To the extent that we do not distribute such excess cash as dividends on our Class A common stock and instead, for example, hold such cash balances or lend them to ER Holdings, the Continuing Equity Unitholders and Continuing Profits Interest Unitholders would benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following a redemption or exchange of their Class B Units or Class M Units, notwithstanding that such holders may have participated previously as holders of Class B Units or Class M Units in distributions by ER Holdings that resulted in such excess cash balances at ERock. Specifically, because any such retained proceeds would increase the value of the Class A common stock but would not correspondingly increase the value of the Class B Units, a Continuing Equity Unitholder who exchanges their Class B Units (or a Continuing Profits Interest Unitholder who first exchanges their Class M Units for Class B Units) at a time when we have retained proceeds could receive Class A common stock that is worth more than the exchanged Class B Units.

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The A&R LLCA will include mechanisms designed to reduce or eliminate any such benefit. Specifically, the A&R LLCA will provide that we generally will be required to either distribute any such proceeds to our stockholders or reinvest any such proceeds (other than immaterial proceeds). Additionally, ER Holdings may adjust either the number of Class A Units, Class B Units, and Class M Units then outstanding or the exchange ratio between Class B Units and shares of Class A common stock to maintain parity between the Class B Units and the Class A common stock (i.e., to ensure, to the extent possible, that the value of the Class B Unit exchanged equals the value of the shares of Class A Common Stock received in that exchange). There can be no assurance, however, that these mechanisms will fully prevent in whole or in part the economic benefit described above. Holders of our Class A common stock should be aware that this structural feature of our organization may result in the Continuing Equity Unitholders receiving disproportionate economic benefits relative to pre-exchange holders of our Class A common stock, particularly during periods of significant distributions by ER Holdings.

The IRS might challenge the tax basis step-ups and other tax benefits we receive in connection with the IPO and the related transactions and in connection with future acquisitions of membership interests in ER Holdings.

The Blocker Mergers and future Exchanges may result in increases in the tax basis of the assets of ER Holdings that otherwise would not have been available. These increases in tax basis are expected to increase, or deemed to increase (for U.S. federal income tax purposes) our depreciation and amortization and, together with other tax benefits, reduce the amount of tax that we would otherwise be required to pay, although it is possible that the Internal Revenue Service (the “IRS”) might challenge all or part of these tax basis increases or other tax benefits, and a court might sustain such a challenge. Our ability to achieve benefits from any tax basis increases or other tax benefits will depend upon a number of factors, as discussed above and below, including the timing and amount of our future income. We will not be reimbursed for any payments previously made under the Tax Receivable Agreement if the basis increases or other tax benefits described above are successfully challenged by the IRS or another taxing authority (other than by an offset against future payments under the Tax Receivable Agreement). As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement in excess of our ultimate cash tax savings.

We may incur tax and other liabilities attributable to the Blocked Unitholders as a result of certain reorganization transactions.

In connection with the Blocker Mergers, we will issue shares of Class A common stock as merger consideration to the Blocked Unitholders. As the successor to these merged entities, we generally will succeed to and be responsible for any outstanding or historical tax or other liabilities of the Blocker Companies, including any liabilities incurred as a result of the Blocker Mergers. Any such liabilities for which we are responsible could have an adverse effect on our liquidity and financial condition.

We may be required to pay additional taxes because of the U.S. federal partnership audit rules and potentially also state and local tax rules.

Under the U.S. federal partnership audit rules, subject to certain exceptions, audit adjustments to items of income, gain, loss, deduction, or credit of an entity treated as a partnership for U.S. federal income tax purposes (and any holder’s share thereof) are determined, and taxes, interest, and penalties attributable thereto, are assessed and collected at the entity level. ER Holdings (or any of its applicable subsidiaries or other entities in which ER Holdings directly or indirectly invests that are classified as partnerships for U.S. federal income tax purposes) may be required to pay additional taxes, interest, and penalties as a result of an audit adjustment, and us, as a member of ER Holdings (or such other entities), could be required to indirectly bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. Audit adjustments for state or local tax purposes similarly could result in ER Holdings (or any of its applicable subsidiaries or other entities in which it directly or indirectly invests) being required to pay or indirectly bear the economic burden of state or local taxes and associated interest and penalties.

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Under certain circumstances, ER Holdings or an entity in which ER Holdings directly or indirectly invests may be eligible to make an election to cause members of ER Holdings (or such other entity) to take into account the amount of any underpayment, including any interest and penalties, in accordance with such member’s share in ER Holdings in the year under audit. We will decide whether to cause ER Holdings to make this election (subject to the terms of the A&R LLCA); however, there are circumstances in which the election may not be available and, in the case of an entity in which ER Holdings directly or indirectly invests, such decision may be outside of our control. If ER Holdings or an entity in which ER Holdings directly or indirectly invests does not make this election, the then-current members of ER Holdings (including us) could economically bear the burden of the underpayment.

If ER Holdings is or were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and ER Holdings might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that ER Holdings is not and does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is an entity that otherwise would be treated as a partnership for U.S. federal income tax purposes, the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof.

If ER Holdings is or were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and ER Holdings, including as a result of our inability to file a consolidated U.S. federal income tax return with ER Holdings. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement and would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of ER Holdings’ assets) were subsequently determined to have been unavailable.

The net proceeds of this offering will be used to (i) purchase Class A Units of ER Holdings, (ii) purchase Class B Units (and Class B Units converted from Class M Units) from certain of the pre-IPO owners of ER Holdings (including Energy Impact Fund (FT-D) LP and certain of our current and former directors and executive officers) and (iii) pay the cash consideration to the Blocked Unitholders in connection with the Blocker Mergers, after which we intend to cause ER Holdings to use such proceeds described in clause (i) to repay certain existing indebtedness, and therefore such amounts will not be available to fund our operations.

We intend to use the net proceeds from this offering to (i) purchase Class A Units from ER Holdings, (ii) purchase Class B Units (and Class B Units converted from Class M Units) from certain of the pre-IPO owners of ER Holdings (including Energy Impact Fund (FT-D) LP and certain of our current and former directors and executive officers), and (iii) fund a cash payment to Energy Impact Fund (FT-B) LP in connection with its Blocker Merger, in lieu of an equivalent number of shares of Class A common stock that would otherwise be issued to it as merger consideration, due to fund management provisions requiring repurchases from Energy Impact Fund (FT-D) LP and Energy Impact Fund (FT-B) LP to be made on a pro rata basis. If the underwriters exercise their option to purchase additional shares of Class A common stock prior to the initial closing of this offering, we will increase such cash payment to Energy Impact Fund (FT-B) LP accordingly and purchase additional Class B Units (and Class B Units converted from Class M Units) from certain of the pre-IPO owners of ER Holdings. If the underwriters exercise their option after the initial closing of this offering, we will instead repurchase shares of Class A common stock from Energy Impact Fund (FT-B) LP pursuant to a privately negotiated transaction and purchase additional Class B Units from Energy Impact Fund (FT-D) LP on a pro rata basis and from the other selling Class B Unitholders. We intend to then cause ER Holdings to use the net proceeds of the purchase described in clause (i) to repay approximately $30.0 million of the outstanding indebtedness under the 2025 Term Loan and a $3.0 million prepayment fee, and to use the remaining net proceeds of such purchase for general corporate purposes. Consequently, a substantial portion of the proceeds of this offering will not be available to fund our operations, capital expenditures or acquisition opportunities unless subsequently distributed to us by ER Holdings. See “Use of Proceeds.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals, as well as our expectations with respect to:

These forward-looking statements may be accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “should,” “could,” “would,” “likely,” “future,” “budget,” “pursue,” “target,” “seek,” “objective” or similar expressions that are predictions of or indicate future events or trends that do not relate to historical matters.

The forward-looking statements in this prospectus speak only as of the date of this prospectus, or such other date as specified herein. We disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

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These and other important factors that could affect our operating results and performance are described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this prospectus and elsewhere within this prospectus. Should one or more of the risks or uncertainties described in the documents above or in this prospectus occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this prospectus are expressly qualified in their entirety by the cautionary statements in this section.

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ORGANIZATIONAL STRUCTURE

Organizational Structure Prior to the IPO

The diagram below depicts the current organizational structure of ER Holdings.

Organizational Structure Following the Reorganization

Immediately after the transactions associated with the IPO, we will be a holding company, and our sole material assets will be equity interests held directly or indirectly through wholly owned subsidiaries in ER Holdings. As the managing member of ER Holdings, we will operate and control all of the business and affairs of ER Holdings and, through ER Holdings and its subsidiaries, conduct our business. The Reorganization lacks economic substance and therefore will be accounted for in a manner consistent with a reorganization of entities under common control. As a result, our consolidated financial statements will recognize the assets and liabilities received in the Reorganization at their historical carrying amounts, as reflected in the historical consolidated financial statements of ER Holdings, our predecessor. We will consolidate ER Holdings in our consolidated financial statements and record a noncontrolling interest related to the Units held by the Continuing Equity Unitholders on our consolidated balance sheet and statement of income.

As further described herein, in connection with the completion of this offering we will complete a series of reorganization transactions, including:

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The Continuing Equity Unitholders will hold all of the initially outstanding shares of our Class B common stock. The shares of Class B common stock will have no economic rights but will entitle each holder to one vote for each share held of record on all matters to be voted on by our stockholders generally, with the number of shares of Class B common stock held by each Continuing Equity Unitholder being equivalent to the number of Class B Units held by each such Continuing Equity Unitholder. If at any time the ratio at which Class B Units are exchangeable for shares of our Class A common stock changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Proposed Transactions with ERock, Inc.—Limited Liability Company Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock will vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

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Our post-offering organizational structure, as described above, is commonly referred to as an umbrella partnership-C-corporation (or UP-C) structure. This organizational structure will allow the Continuing Equity Unitholders and the Continuing Profits Interest Unitholders to retain their equity ownership in ER Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Class B Units and Class M Units, respectively. Investors in this offering and the Blocked Unitholders will, by contrast, hold their equity ownership in ERock, an entity classified as a corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. One of the tax benefits to the Continuing Equity Unitholders and the Continuing Profits Interest Unitholders associated with our UP-C structure is that future taxable income of ER Holdings that is allocated to the Continuing Equity Unitholders and the Continuing Profits Interest Unitholders will be taxed on a flow-through basis and therefore will not be subject to entity-level U.S. federal income taxes at ER Holdings. Additionally, because the Continuing Equity Unitholders and the Continuing Profits Interest Unitholders may cause their membership interests in ER Holdings to be redeemed by ER Holdings (or, at our option, directly exchanged by ERock) for, at our election, either cash or newly issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications), the UP-C structure also provides the Continuing Equity Unitholders and the Continuing Profits Interest Unitholders with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. We do not believe that our UP-C organizational structure will give rise to any significant business or strategic benefit or detriment to us. See the section entitled “Risk Factors—Risks Related to Our Corporate Structure, Our Class A Common Stock and this Offering” for additional information on our organizational structure, including the Tax Receivable Agreement.

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The diagram below depicts our organizational structure immediately following the Transactions.

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Upon consummation of the Reorganization and immediately prior to the IPO, our pre-IPO owners will hold units in ER Holdings as follows:

In the aggregate, these pre-IPO owners will hold (A) interests exchangeable for 245,395,117 shares of Class A common stock and (B) 171,007,333 shares of Class B common stock, which we refer to as the “diluted pre-IPO shares outstanding,” consisting of (i) 20,217,911 shares of Class A common stock issuable to the Blocked Unitholders as merger consideration in the Blocker Mergers; (ii) 171,007,333 shares of Class B common stock held by the Continuing Equity Unitholders, (iii) 171,007,333 shares of Class A common stock issuable on a one-for-one basis in exchange for Class B Units held by our Continuing Equity Unitholders, and (iv) 54,169,873 shares of Class A common stock issuable, as of the date of this offering, on a one-for-one basis in exchange for Class B Units that may be obtained by our Continuing Profits Interest Unitholders upon conversion of their Class M Units for Class B Units.

Although the relative ownership among these categories of pre-IPO owners and the number of shares of Class A common stock into which their respective interests may be exchanged will depend on the actual offering price, the total diluted pre-IPO shares outstanding will not change, assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock.

Incorporation of ERock

We were incorporated as a Delaware corporation on January 20, 2026 as Enchanted Rock, Inc. Effective March 17, 2026, we amended our certificate of incorporation to change the name of our Company to ERock, Inc. We have not engaged in any business or other activities except in connection with our formation and the IPO. The amended and restated certificate of incorporation of us authorizes two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.”

Reclassification and Amendment and Restatement of the Limited Liability Company Agreement of ER Holdings

Prior to the completion of this offering, the limited liability company agreement of ER Holdings will be amended and restated to, among other things, modify its capital structure by reclassifying (1) its outstanding Common and Preferred Units held by the Blocker Companies into a new class of membership interests that we refer to as “Class A Units,” (2) its outstanding Common and Preferred Units held by the Continuing Equity Unitholders into a new class of membership interests that we refer to as “Class B Units,” and (3) its outstanding Compensatory Units held by the Continuing Profits Interest Unitholders into a new class of membership interests that we refer to as “Class M Units” (the “Reclassification”). We refer to the Reclassification, the amendment and restatement of the limited liability company agreement, the transactions described below under “Blocker Mergers,” and the entry into the Tax Receivable Agreement described below as the “Reorganization.” As a result of the Reorganization, our pre-IPO owners will hold their ownership interests directly in ER Holdings (in the case of the Continuing Equity Unitholders and the Continuing Profits Interest Unitholders) or indirectly in ER Holdings (in the case of the Blocked Unitholders).

The A&R LLCA will entitle any holder of Class M Units to convert their Class M Units into Class B Units of equivalent value at the time of the conversion. We will not issue any shares of Class B common stock to an exchanging holder of Class M Units. The A&R LLCA will entitle any holder of Class B Units (including any holder of Class B Units that obtains those Class B Units from an exchange of Class M Units) to exchange their

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Class B Units for Class A common stock on a one-for-one basis, or, at our election in our sole discretion, for cash. The exchange ratio is subject to appropriate adjustment by us in the event Class A Units are issued to us without issuance of a corresponding number of shares of Class A common stock or in the event of certain reclassifications, reorganizations, recapitalizations or similar transactions. The A&R LLCA will provide that any holder of Class B Units will not have the right to exchange Class B Units if we determine that such exchange would be prohibited by law or regulation or would violate other agreements with us, ER Holdings, or any of their subsidiaries to which the holder of Class B Units is subject. We intend to impose additional restrictions on exchanges that we determine to be necessary or advisable so that ER Holdings is not treated as a “publicly traded partnership” for U.S. federal income tax purposes.

The A&R LLCA also provides for mandatory exchanges under certain circumstances, including at the option of us if the number of Class A Units, Class B Units and Class M Units outstanding and held by its members (other than those held by us) is less than 10% of the outstanding Class A Units, Class B Units and Class M Units of ER Holdings or in the discretion of us with the consent of holders of at least 50% of the outstanding Class B Units. Shares of Class B common stock retired upon an exchange will be restored to the status of authorized but unissued shares of Class B common stock, which consent must include the consent of EIP for so long as EIP and its affiliates collectively beneficially own a specified minimum percentage of the Class B Units held by EIP as of the closing of this offering.

Pursuant to the A&R LLCA, we will become the sole managing member of ER Holdings. Accordingly, we will have the right to determine when distributions will be made to the holders of Class A Units, Class B Units and Class M Units and the amount of any such distributions. If we, as the managing member, authorize a distribution, such distribution generally will be made to the holders of Class A Units, Class B Units and Class M Units pro rata in accordance with the percentages of the total number of units of ER Holdings that are issued and outstanding at the time of the distribution. However, any portion of a distribution (other than a tax distribution) that would be payable with respect to an unvested Class M Unit will be withheld and held in reserve, and any portion attributable to a Class M Unit for which the applicable threshold amount has not yet been satisfied will instead be distributed to the other unitholders in accordance with the proportions described in the previous sentence.

We, the Continuing Equity Unitholders and the Continuing Profits Interest Unitholders will each incur U.S. federal, state, and local income taxes on our respective allocable shares of any taxable income of ER Holdings. Net profits and net losses of ER Holdings generally will be allocated to its owners (including us) pro rata in accordance with the percentages of their respective units held, except as otherwise required by law. The A&R LLCA will provide for cash distributions to us, the Continuing Equity Unitholders and the Continuing Profits Interest Unitholders if we determine that the taxable income of ER Holdings will give rise to net allocations of taxable income for us, the Continuing Equity Unitholders and the Continuing Profits Interest Unitholders. In accordance with the A&R LLCA, we intend to cause ER Holdings to make cash distributions to us, the Continuing Equity Unitholders and the Continuing Profits Interest Unitholders for purposes of funding our respective tax obligations in respect of the income of ER Holdings that is allocated to us. The assumed tax rate for purposes of determining tax distributions from ER Holdings to its owners will be 30% for capital gains and qualified dividend income and 36% for all other types of income, in each case, subject to adjustment by us. See “Certain Relationships and Related Person Transactions—Limited Liability Company Agreement.”

Blocker Mergers

In connection with the Blocker Mergers, the Blocked Unitholders will receive shares of our Class A common stock as merger consideration. Due to fund management provisions requiring repurchases from Energy Impact Fund (FT-D) LP and Energy Impact Fund (FT-B) LP to be made on a pro rata basis, we intend to use approximately $27.7 million, or approximately $40.4 million if the underwriters exercise their option to purchase additional shares prior to the initial closing of this offering, to fund a cash payment to Energy Impact Fund (FT-B) LP in connection with its Blocker Merger, in lieu of an equivalent number of shares of Class A common stock. If the underwriters exercise their option after the initial closing of this offering, we will instead use

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approximately $12.7 million of the additional net proceeds to repurchase shares of Class A common stock from Energy Impact Fund (FT-B) LP pursuant to a privately negotiated transaction, and approximately $71.5 million to purchase additional Class B Units from Energy Impact Fund (FT-D) LP on a pro rata basis.

Tax Receivable Agreement

Prior to the completion of the IPO, we will enter into the Tax Receivable Agreement with certain of our pre-IPO owners that provides for our payment to such pre-IPO owners of 85% of the net cash tax savings, if any, that we actually realize, or are deemed to realize (calculated using certain assumptions), as a result of (i) certain increases in, or adjustments to, the tax basis of assets of ER Holdings and its subsidiaries resulting from exchanges of ER Holdings membership interests in the future, (ii) certain tax attributes available to us as a result of the Reorganization, and (iii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. Exchanges are generally expected to result in increases in the tax basis of the assets of ER Holdings. The tax attributes covered under the Tax Receivable Agreement may reduce the amount of U.S. federal, state, and local tax that we would otherwise be required to pay in the future. Actual tax benefits realized by us may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate (as adjusted to take into account the U.S. federal tax benefit of such taxes) to calculate the tax benefits. This payment obligation is our obligation and not an obligation of ER Holdings. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

Registration Rights Agreement

Pursuant to the Registration Rights Agreement, we will grant our Sponsor the right to require us to file registration statements in order to register the resales of the shares of Class A common stock currently owned or subsequently acquired by our Sponsor, including upon the exchange of Class B Units, and will grant our Sponsor and Thomas McAndrew the right to have such securities included in certain of our registration statements. See “Certain Relationships and Related Person Transactions—Proposed Transactions our Sponsor—Registration Rights Agreement” for a description of the timing and manner of sale limitations on resales of these shares.

Offering Transactions

We intend to use $368.3 million of the proceeds (net of underwriting discounts and commissions) from our issuance of shares of Class A common stock in the IPO (excluding any proceeds from the issuance of shares pursuant to any exercise by the underwriters of their option to purchase additional shares of Class A common stock) to acquire newly issued Class A Units from ER Holdings, with the remainder of such proceeds used to purchase Class B Units (including Class B Units converted from Class M Units) from certain pre-IPO owners of ER Holdings (including Energy Impact Fund (FT-D) LP and certain of our current and former directors and executive officers) and to fund a cash payment to Energy Impact Fund (FT-B) LP in connection with its Blocker Merger, as described further under “Use of Proceeds.” The issuance of such newly issued Class A Units by ER Holdings to us will correspondingly dilute the ownership interests of the Continuing Equity Unitholders and Continuing Profits Interest Unitholders in ER Holdings.

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USE OF PROCEEDS

We expect to receive approximately $552.5 million of net proceeds from this offering (or $636.7 million if the underwriters exercise in full their option to purchase additional shares of our Class A common stock), based upon the assumed initial public offering price of $21.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) after deducting underwriting discounts and commissions and estimated offering expenses payable by us. See “Underwriting.”

We intend to use $368.3 million of the net proceeds from this offering to purchase 18,604,652 Class A Units from ER Holdings at a per interest purchase price equal to the per share price paid by the underwriters for our Class A common stock in this offering. Subsequently, we intend to cause ER Holdings to use the net proceeds of such purchase to repay approximately $30.0 million of the outstanding indebtedness under the 2025 Term Loan and a $3.0 million prepayment fee. The 2025 Term Loan has a maturity date of November 29, 2030. Interest on the 2025 Term Loan is payable monthly and accrues at a rate equal to the greater of (i) the prime rate plus 2.25% and (ii) 9.50%, and prepayment of the 2025 Term Loan is subject to a fee in the amount of 7.00% of the initial principal amount. The proceeds of the 2025 Term Loan have been used for working capital. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

In connection with the Blocker Mergers, the Blocked Unitholders will receive shares of our Class A common stock as merger consideration. Because Energy Impact Fund (FT-D) LP, a Continuing Equity Unitholder, and Energy Impact Fund (FT-B) LP, a Blocked Unitholder, are subject to fund management provisions requiring any repurchases of their respective interests to be made on a pro rata basis, the repurchase of Class B Units from Energy Impact Fund (FT-D) LP described below will be accompanied by a corresponding pro rata cash payment to Energy Impact Fund (FT-B) LP in connection with its Blocker Merger, in lieu of an equivalent number of shares of Class A common stock that would otherwise be issued to it as merger consideration, with such cash payment (and corresponding reduction in shares of Class A common stock issued to Energy Impact Fund (FT-B) LP as merger consideration) increasing accordingly if the underwriters exercise their option to purchase additional shares of Class A common stock prior to the initial closing of this offering.

We intend to use the remaining $184.2 million of net proceeds as follows:

If the underwriters exercise in full their option to purchase additional shares of our Class A common stock before the initial closing of this offering, we intend to use the additional $84.2 million of net proceeds from the exercise in full of such option as follows:

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If the underwriters exercise their option to purchase additional shares of Class A common stock after the initial closing of this offering, we intend to use the $84.2 million of net proceeds from the exercise in full of such option as follows:

Although we have not yet determined with certainty the manner in which we will allocate the net proceeds of this offering, we expect to cause ER Holdings to use the remaining net proceeds it receives from our purchase of Class A Units for working capital and other general corporate purposes, which may include deployment of manufacturing capacity, furthering commercialization of our power systems and expanding our product and services offerings.

Assuming no exercise of the underwriters’ option to purchase additional shares, each $1.00 change in the assumed initial public offering price of $21.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would cause the net proceeds from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, to change by approximately $26.1 million, assuming no change to the number of shares of our Class A common stock offered by us, as set forth on the cover page of this prospectus. Similarly, an increase (decrease) of one million shares of Class A common stock sold in this offering by us would increase (decrease) our net proceeds by $20.1 million, assuming the initial public offering price of $21.50 per share, (which is the midpoint of the price range set forth on the cover page of this prospectus) remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If the proceeds increase for any reason, we would use the additional net proceeds to repurchase additional Class B Units and/or shares of Class A common stock. If the proceeds decrease for any reason, then we expect that we would repurchase fewer Class B Units and/or shares of Class A common stock.

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DIVIDEND POLICY

We do not anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends, restrictions in our existing and any future debt agreements and other factors our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2026, of

The table below should be read in conjunction with, and is qualified in its entirety by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and our consolidated financial statements appearing elsewhere in this prospectus.

The information presented above assumes no exercise of the underwriters’ option to purchase additional shares from us. The table does not reflect shares of common stock reserved for issuance under our 2026 Plan which we plan to adopt in connection with this offering.

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DILUTION

Purchasers of the Class A common stock in this offering will experience immediate and substantial dilution in the net tangible book value per share of the Class A common stock for accounting purposes to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value per share of our Class A common stock immediately after the completion of this offering. Dilution results from the fact that the per share offering price of the Class A common stock is substantially in excess of the book value per share attributable to the existing equity holders.

Our pro forma net tangible book value as of March 31, 2026 was approximately $(91.5) million, or $(0.48) per share of Class A common stock. Pro forma net tangible book value of $(91.5) million is determined based on pro forma total assets of $519.9 million (historical net assets of $564.1 million less cash paid for convertible note settlement of $44.2 million), less pro forma total liabilities of $611.4 million (historical total liabilities of $645.5 million less $34.1 million convertible notes carrying value eliminated). Pro forma net tangible book value per share is determined by dividing our pro forma net tangible book value by the total number of shares of Class A common stock that will be outstanding immediately prior to the closing of this offering, after giving effect to the Reorganization (including the 20,217,911 shares of our Class A common stock and 171,007,333 Class B Units that will be owned by the pre-IPO owners) and assuming that all of the Continuing Equity Unitholders exchanged their Class B Units outstanding immediately following the completion of the Reorganization and this offering for 171,007,333 newly issued shares of our Class A common stock on a one-for-one basis as if such Class B Units were immediately exchangeable. Such total number of shares of Class A common stock does not reflect any shares of Class A common stock that would be issuable following the conversion of any vested Class M Units into Class B Units, calculated before deduction of underwriting discounts and commissions.

After giving effect to (i) the Reorganization (including the 20,217,911 shares of our Class A common stock and 171,007,333 Class B Units that will be owned by the pre-IPO owners) and (ii) the sale of 27,906,977 shares of Class A common stock in this offering at an assumed initial public offering price of $21.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and offering expenses payable by us and assuming the exchange of all Class B Units outstanding immediately following the completion of the Reorganization and this offering for 171,007,333 newly issued shares of our Class A common stock as if such units were immediately exchangeable, and (iii) the application of such proceeds as described in the section entitled “Use of Proceeds,” our as adjusted pro forma net tangible book value as of March 31, 2026 would have been approximately $272.9 million, or $1.25 per share. As adjusted pro forma net tangible book value of $272.9 million is determined based on as adjusted pro forma total assets of $855.2 million, less as adjusted pro forma total liabilities of $582.3 million. This represents an immediate increase in the pro forma net tangible book value of $1.72 per share to existing equity holders and an immediate dilution (i.e., the difference between the offering price and the as adjusted pro forma net tangible book value after this offering) to new investors purchasing shares in this offering of $20.25 per share. The following table illustrates the per share dilution to new investors purchasing shares in this offering:

The information in the preceding table is based on an assumed offering price of $21.50 per share, the midpoint of the price range set forth on the cover page of this prospectus. A $1.00 increase or decrease in the

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assumed price per share would increase or decrease, respectively, the pro forma net tangible book value after this offering by approximately $17.4 million and increase or decrease the dilution per share of Class A common stock to new investors in this offering by $0.92 per share, in each case calculated as described above and assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, our pro forma net tangible book value by approximately $20.1 million and increase or decrease, as applicable, the dilution to new investors in this offering by $0.01 per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on an as adjusted pro forma basis as of March 31, 2026, the total number of shares of common stock owned by existing equity holders and to be owned by new investors, the total consideration paid, and the average price per share paid by existing equity holders and to be paid by new investors in this offering at $21.50, assuming that all of the Continuing Equity Unitholders exchanged their Class B Units for newly issued shares of our Class A common stock on a one-for-one basis. The following table does not reflect any shares of Class A common stock that would be issuable following the conversion of any vested Class M Units into Class B Units, calculated before deduction of underwriting discounts and commissions.