ABOUT THIS PROSPECTUS

The registration statement of which this prospectus forms a part that we have filed with the Securities and Exchange Commission, or SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “Where You Can Find More Information” before making your investment decision.

You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling ~~Stockholder,~~Stockholders, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date.

Neither we, the Placement Agent, nor the Selling ~~Stockholder,~~Stockholders are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We have not 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 in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States.

~~ROSPECTUS~~

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read the entire prospectus carefully, including the ~~"Risk Factors"~~"Risk Factors" beginning on page 5,7, and our financial statements and the notes to the financial statements included elsewhere in this prospectus. As used throughout this prospectus, the terms "Alpine 4," "Company," "we," "us," or "our" refer to Alpine 4 ~~Technologies Ltd.~~

Holdings, Inc.

General

Company Background ~~and History~~

Alpine 4 ~~Technologies Ltd. (“Alpine 4,” the “Company,” “we,” or “our”)~~Holdings, Inc. was incorporated under the laws of the State of Delaware on April 22, 2014. ~~The Company was formed~~We are a publicly traded conglomerate that is acquiring businesses that fit into our disruptive business model of Drivers, Stabilizers, and Facilitators (“DSF”). At Alpine 4, we understand the nature of how technology and innovation can accentuate a business. Our focus is on how the adaptation of new technologies, even in brick and mortar businesses, can drive innovation. We also believe that our holdings should benefit synergistically from each other and that the ability to ~~serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business.~~ have collaboration across varying industries can spawn new ideas and create fertile ground for competitive advantages.

As of the date of this ~~Registration Statement was filed,~~prospectus, the Company ~~was~~is a holding company that ~~owned six~~owns twelve operating subsidiaries: ~~ALTIA,~~

•A4 Corporate Services, LLC;

•Quality Circuit Assembly, Inc.; ~~American Precision Fabricators, Inc.;~~

•Morris Sheet Metal, Corp;

•JTD Spiral, Inc.;

•Excel Construction Services, LLC;

•Vayu (US), Inc.;

•Thermal Dynamics International, Inc.;

•Alternative Laboratories, LLC.;

•Identified Technologies Corp.;

•Elecjet Corp.;

•DTI Services LLC (doing business as RCA Commercial); and Deluxe Sheet Metal, Inc. (As discussed in more detail below, we previously had an additional subsidiary, Venture West Energy Services (formerly Horizon Well Testing, LLC) (“Venture West”). However, as of December 31, 2018, we discontinued operations on Venture West and in February 2019 Venture West filed for Chapter 7 bankruptcy proceedings. As of March 31, 2019, Venture West’s bankruptcy was completed.

Alpine 4 maintains our corporate office located at 2525 E. Arizona Biltmore Circle, Suite C237, Phoenix, Arizona 85016. ALTIA works out of the headquarters offices. QCA rents a location at 1709 Junction Court #380 San Jose, California 95112. American Precision Fabricators rents a property 4401 Savannah St. Fort Smith, Arkansas 72903. Deluxe Sheet Metal’s facilities are located at 6661 Lonewolf Dr, South Bend, Indiana 46628. Morris Sheet Metal and JTD Spiral are located at 6212 Highview Dr, Fort Wayne, Indiana 46818.

•Global Autonomous Corp.

Who We ~~Are~~

Are:

Alexander Hamilton in his “Federalist paper ~~#11,”~~#11”, said that our adventurous spirit distinguishes the commercial character of America. Hamilton knew that our freedom to be creative gave American businesses a competitive advantage over the rest of the world. We believe that Alpine 4 also exemplifies this spirit inthrough our subsidiaries and that our greatest competitive advantage is our highly diverse business structure combined with a culture of collaboration.

Stabilizer, Facilitator). Our DSF business model (which is discussed ~~more~~further below) offers our shareholders an opportunity to own small-cap businesses that hold defensible positions in their individual market space. Further, Alpine 4’s greatest opportunity for growth exists in the smaller to middle-market operating companies with revenues between $5 to $150 million annually. In this target-rich environment, businesses generally sell at more reasonable multiples, presenting greater opportunities for operational and strategic improvements that have greater potential to enhance profit.

Driver, Stabilizer, Facilitator (DSF)

Driver: A Driver is a company that is in an emerging market or technology, that has enormous upside potential for revenue and profits, with athe ability to access significant market ~~opportunity to access.~~opportunities. These types of acquisitions are typically small, brand new companies that need a structure to support their growth.

Stabilizer: Stabilizers are companies that have sticky customers, consistent revenue and provide solid net profit returns to Alpine 4.

Facilitators: Facilitators are our “secret ~~sauce.”~~sauce”. Facilitators are companies that provide a product or service that an Alpine 4 sister company can use as leverage to create a competitive advantage.

Our DSF Strategy is discussed in more detail below in the section entitled “Business.”

5Recent Developments

On May 12, 2023, a Certificate of Amendment was filed to effect a one-for-eight (1-for-8) reverse split (the “Reverse Split”) of the shares of the Company’s the Class A, Class B, and Class C common stock, and to decrease the authorized number of shares of Class A common stock from 295,000,000 shares to 200,000,000 shares (the “Class A Common Stock Decrease”). The Reverse Split and the Class A Common Stock Decrease became effective on May 12, 2023. As a result of the Reverse Split, every eight shares of the Company’s issued and outstanding Class A common stock automatically converted into one share of Class A common stock, without any change in the par value per share, and began trading on a post-split basis under the Company’s existing trading symbol, “ALPP,” when the market opened on May 15, 2023. Additionally, every eight shares of the Company’s issued and outstanding Class B common stock automatically converted into one share of Class B common stock, without any change in the par value per share, and every eight shares of the Company’s issued and outstanding Class C common stock automatically converted into one share of Class C common stock, without any change in the par value per share. The Reverse Split affected all holders of Class A, Class B, and Class C common stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. A total of 180,037,350 shares of Class A common stock were issued and outstanding immediately prior to the Reverse Split, and approximately 22,504,669 shares of common stock were issued and outstanding immediately after the Reverse Split. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock was automatically entitled to receive an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of Class A common stock subject to such options or warrants and the exercise prices thereof. The impact of this change in capital structure has been retrospectively applied to all periods presented herein except for the amounts presented within our 2022 Annual Report in the December 31, 2022 and 2021 financial statements that are included herein. Additionally, all share totals in this prospectus and the Registration Statement of which it is a part are given as post-Reverse Split figures.

Summary of Risk Factors

We face numerous risks that could materially affect our business, results of operations or financial condition. The most significant of these risks include the following:

•The global supply chain is an issue for many companies as well as us. These supply chain constraints affected the Company in 2022 and may affect our ability to deliver our products on time as we continue conducting business.

-	~~Alpine 4 is an "emerging growth company," and the reduced disclosure requirements applicable to "emerging growth companies" could make our common stock less attractive to investors.~~

-	Growth and development of operations will depend on the acceptance of Alpine 4's proposed businesses. If Alpine 4's products are not deemed desirable and suitable for purchase and it cannot establish a customer base, it may not be able to generate future revenues, which would result in a failure of the business and a loss of the value of your investment.

-	~~If demand for the products Alpine 4 plans to offer slows, then its business would be materially affected, which could result in the loss of your entire investment.~~

-	Our revenue growth rate depends primarily on our ability to satisfy relevant channels and end-customer demands, identify suppliers of our necessary ingredients and to coordinate those suppliers, all subject to many unpredictable factors.

-	If securities or industry analysts do not publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about us, our business or our market, our stock price and trading volume could decline.

-	~~Alpine 4 stockholders may have difficulty in reselling their shares due to the limited public market or state Blue Sky laws.~~

•We are an "emerging growth company," and the reduced disclosure requirements applicable to "emerging growth companies" could make our Class A common stock less attractive to investors.

•Growth and development of operations will depend on the acceptance of our proposed businesses. If our products are not deemed desirable and suitable for purchase and we cannot establish customer bases within our different business segments, we may not be able to generate future revenues, which would result in a failure of the business and a loss of the value of your investment.

•If demand for our products slow, then our business would be materially affected, which could result in the loss of your entire investment.

•Our revenue growth rate depends primarily on our ability to satisfy relevant channels and end-customer demands, identify suppliers of our necessary ingredients and to coordinate those suppliers, all subject to many unpredictable factors.

•If securities or industry analysts do not publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about us, our business or our market, our stock price and trading volume could decline.

•Our stockholders may have difficulty in reselling their shares due to the limited public market or state Blue Sky laws.

•The ongoing COVID-19 pandemic has caused severe disruptions in the U.S. and global economies, which has impacted the business, activities, and operations of our customers, as well as our business and operations. Additionally, through 2023, the U.S. and other economies have been impacted by supply chain disruptions, labor shortages and high inflation, all of which may have a negative impact on our business and operations.

•Our existing debt levels may adversely affect our financial condition or operational flexibility and prevent us from fulfilling our obligations under our outstanding indebtedness.

•Growth and development of operations will depend on the growth in our acquisition model and from organic growth from our subsidiaries’ businesses. If we cannot find desirable acquisition candidates, we may not be able to generate growth with future revenues.

For further discussion of these and other risks, see ~~“Risk~~“Risk Factors,” beginning on page 5.7.

Implications of being an emerging growth company

We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

•inclusion of only two years, as compared to three years, of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

•an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

•an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation;

•reduced disclosure about executive compensation arrangements; and

•an exemption from the requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior December 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We have taken advantage of the reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies that are not emerging growth companies.

The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.

Summary of the Offering


The Offering

Issuer			Alpine 4 Holdings, Inc., a Delaware corporation

Class A common stock outstanding prior to this offering.			24,224,657 shares of Class A common stock as of August 4, 2023.

Securities Offered by the Company:			Up to [ ] shares of Class A common stock, Common Warrants to purchase up to [ ] shares of our Class A common stock, and Pre-Funded Warrants to purchase up to [ ] shares of Class A common stock. The shares of Class A common stock or Pre-Funded Warrants, respectively and Common Warrants are immediately separable and will be issued separately in this offering, but must initially be purchased together in this offering. Each Common Warrant has an exercise price of $[ ] per share and will expire five years from the date of issuance. The public offering price per share and accompanying Common Warrant is $[ ], and the public offering price per Pre-Funded Warrant is $[ ]. We are also registering the shares of our Class A common stock issuable upon exercise of the Common Warrants and Pre-Funded Warrants.

Pre-Funded Warrants			We are also offering to those purchasers whose purchase of Class A common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Class A common stock immediately following the closing of this offering, in lieu of purchasing Class A common stock, Pre-Funded Warrants to purchase up to [ ] shares of our Class A common stock. Each Pre-Funded Warrant is exercisable for one share of our Class A common stock. The exercise price of each Pre-Funded Warrant is $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

Class A common stock offered by Selling Stockholders:			___________ shares of Class A common stock, and ___________ shares of Class A common stock underlying the Selling Stockholders’ Warrants.

Class A common stock to be outstanding after this offering(1)			______________ shares of Class A common stock (assuming the exercise of all of the Warrants which make up the Units, as well as the Selling Stockholder Warrants)

~~On January 16, 2020, we entered into a transaction (the “Lincoln Park Transaction”) consisting~~


Use of proceeds			We estimate the net proceeds from the offering of the Units will be approximately $_____ million, or approximately $_____ million if the underwriters exercise their option to purchase up to _________ additional shares of Class A common stock from us in full, after deducting the underwriting fees and estimated offering expenses payable by us, assuming a public offering price of $_____ per share of Class A common stock, which was the last reported sale price of our common stock on the Nasdaq Capital Market on August ___, 2023. We may receive proceeds upon the exercise of the Warrants which make up the Units, as well as upon the exercise of the Selling Stockholder Warrants (to the extent the registration statement of which this prospectus is a part is then effective and, if applicable, the cashless exercise provision is not utilized by the holder). Any proceeds will be used for general corporate and working capital or for other purposes that the Board of Directors, in their good faith, deems to be in the best interest of the Company. No assurances can be given that any Warrants will be exercised. See Use of Proceeds.

			We will not receive any proceeds from the sale of the shares of Class A common stock by the Selling Stockholders.

Nasdaq Symbol and Trading			Shares of our Class A common stock are currently listed on The Nasdaq Capital Market under the symbol ALPP.

Risk Factors			See Risk Factors beginning on page 7 and the other information in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in our securities.

The number of a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park, pursuant to which Lincoln Park has committed to purchase up to $10.0 million worthshares of our Class A common stock ~~$0.0001 par value per share (the “Common Stock”). A.G.P./Alliance Global Partners acted as sole placement agent for the offering.~~

~~Under the terms and subject to the conditions~~outstanding upon completion of ~~the Purchase Agreement, we have the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park~~this offering is ~~obligated to purchase up to in the aggregate $10.0 million worth of shares of our Common Stock. As an initial purchase~~based on ~~January 17, 2020, Lincoln Park purchased 1,666,666 shares of our Common Stock (the “Initial Purchase Shares”) at a price of $0.15 per share.~~

Additional sales of Common Stock by us to Lincoln Park, if any, will be subject to certain limitations, and may occur from time to time, at our sole discretion, over the 36-month period commencing on the date that the registration statement of which this Prospectus is a part is declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and a final prospectus in connection therewith is filed and the other conditions set forth in the purchase agreement are satisfied, all of which are outside the control of Lincoln Park (the date on which all of such conditions are satisfied being the “Commencement Date”).

After the Commencement Date, under the Purchase Agreement, on any business day selected by us, we may direct Lincoln Park to purchase up to 1,000,000 shares of our Common Stock on that business day (each, a “Regular Purchase”), provided, however, that (i) the Regular Purchase may be increased to up to 1,250,000 shares, provided that the closing sale price of the Common Stock is not below $0.30 on the purchase date; (ii) the Regular Purchase may be increased to up to 1,500,000 shares, provided that the closing sale price of the Common Stock is not below $0.40 on the purchase date (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement); and (iii) the Regular Purchase may be increased to up to 1,750,000 shares, provided that the closing sale price of the Common Stock is not below $0.50 on the purchase date (each subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement). In each case, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $1,000,000. The purchase price per share for each such Regular Purchase will be based off of prevailing market prices of Common Stock immediately preceding the time of sale. The purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the business days used to compute such price.

In addition to Regular Purchases, we may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases if the closing sale price of the common stock exceeds certain threshold prices as set forth in the Purchase Agreement.

Lincoln Park has no right to require us to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as we direct, subject to certain conditions. In all instances, we may not sell shares of our Common Stock to Lincoln Park under the purchase agreement if it would result in Lincoln Park’s beneficially owning more than 4.99% of our Common Stock. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement.

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition on our entering into certain types of transactions that are defined in the Purchase Agreement as “Variable Rate Transactions.”

~~We issued to Lincoln Park 2,275,086 shares of Common Stock (the “Commitment Shares”) as consideration for its commitment to purchase shares of Common Stock under the Purchase Agreement.~~

~~As of February 10, 2020, we had 110,677,860~~24,224,657 shares of our Class A ~~Common Stock outstanding (including the 2,275,086 Commitment Shares and the 1,666,666 Initial Purchase Shares issued to Lincoln Park), of which 106,326,000 shares were held by non-affiliates.~~

~~Although the Purchase Agreement provides that we may sell up to $10,000,000 of our~~ common stock to Lincoln Park, only 14,000,000 shares of our common stock are being offered under this prospectus, which represents shares which have been or may be issued to Lincoln Park in the future under the Purchase Agreement. Depending on the market prices of our common stock at the time we elect to issue and sell shares to Lincoln Park under the Purchase Agreement, we may need to register the resale of additional shares of our Common Stock under the Securities Act in order to receive aggregate gross proceeds equal to the $10,000,000 total commitment available to us under the Purchase Agreement. If all of the 14,000,000 shares offered by Lincoln Park under this prospectus were issued and outstanding as of ~~the date hereof, such shares would represent approximately 11.23% of the total~~August 4, 2023, and assumes

The number of shares of our common stock outstanding and approximately 11.64% of the total number of outstanding shares excluding shares held by affiliates, in each case as of the date hereof. If we elect to issue and sell more than the 14,000,000 shares offered under this prospectus to Lincoln Park, which we have the right but not the obligation to do, we must first register for the resale of any such additional shares under the Securities Act pursuant to one or more additional registration statements, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Lincoln Park is dependent upon the number of shares we sell to Lincoln Park under the Purchase Agreement.

The Purchase Agreement prohibits us from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 13d-3 thereunder, which limitation we refer to as the Beneficial Ownership Cap.

Issuances of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to Lincoln Park.

~~Summary of the Offering~~

~~Common stock offered by the Selling Stockholder~~		14,000,000 shares consisting of 2,275,086 Commitment Shares issued to Lincoln Park upon execution of the Purchase Agreement; the 1,666,666 Initial Purchase Shares; and 10,058,248 shares we may sell to Lincoln Park under the Purchase Agreement from time to time after the date of this prospectus

~~Common stock outstanding~~ immediately ~~prior to this offering~~		~~110,677,860 shares.~~

~~Common stock to be outstanding immediately following this offering~~		~~120,736,108 shares.~~

~~Use of proceeds~~		We will receive no proceeds from the sale of shares of common stock by Lincoln Park in this offering. We may receive up to $10,000,000 in aggregate gross proceeds under the Purchase Agreement from any sales we make to Lincoln Park pursuant to the Purchase Agreement after the date of this prospectus. Any proceeds that we receive from sales to Lincoln Park under the Purchase Agreement will be used for working capital and general corporate purposes. See “Use of Proceeds.”

~~OTCQB Trading Symbol~~		~~“ALPP”~~

~~Risk factors~~		You should carefully consider the information set forth in this Prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 5 of this Prospectus before deciding whether or not to invest in our common stock.

~~The number of shares of common stock to be outstanding~~ after this offering is based on 110,677,860 shares of common stock outstanding at February 10, 2020, (including the 2,275,086 Commitment Shares issued to Lincoln Park upon execution of the Purchase Agreement and the and the 1,666,666 Initial Purchase Shares purchased by Lincoln Park) and excludes the following:excludes:

-	~~779,000~~•_______________ shares of Class A common stock issuable upon ~~exercise of stock options outstanding at a weighted-average exercise price of $.055 per share;~~

-	~~75,000 shares of Class A common stock issuable upon exercise of warrants outstanding at a weighted-average exercise price of $4.25per share; and~~

-	~~6,566,667 shares of Class A common stock issuable upon conversion of $985,000 convertible debt outstanding at a conversion price of $0.15 per share.~~

~~Unless otherwise indicated, all information in this prospectus reflects or assumes no issuance or~~ exercise of stock options, orat a weighted average exercise price of $______ per share;

•_______________ shares of Class A common stock issuable upon exercise of our outstanding warrants, ~~on or after September 30, 2019.~~at an exercise price of $_________ per share;

•_______________ shares of Class A common stock issuable upon exercise of the placement agent warrants issued to Alliance Global Partners/A.G.P in connection prior public offerings, at exercise prices of $___________ per share; and

•_______________ shares of Class A common stock reserved for future issuance under the Alpine 4 Holdings, Inc. 2021 Equity Incentive Plan.

RISK FACTORS

Investing in our securities involves a high degree of ~~risk.~~risk and uncertainty. You should consider carefully ~~consider~~the risks and ~~evaluate all of the information included~~uncertainties described below, and incorporated by reference herein, together with all of the other information in, or ~~deemed to be~~ incorporated by reference in, this ~~prospectus. Our business, results of operations or~~prospectus, including our financial ~~condition could be adversely affected~~statements and related notes incorporated by reference herein, before making an investment decision. If any of these risks occur, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline and you could lose part or ~~by additional risks and uncertainties not currently known to us or that we currently consider immaterial.~~all of your investment.

Risks Associated with Our Business and Operations

~~Alpine 4 is~~We are an "emerging growth company," and the reduced disclosure requirements applicable to "emerging growth companies" could make our common stock less attractive to investors.

~~Alpine 4 is~~We are an "emerging growth company," as defined in the JOBS Act. For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding advisory "say-on-pay" votes on executive compensation and shareholder advisory votes on golden parachute compensation. We will remain an "emerging growth company" until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; (ii) the last date of the fiscal year following the fifth anniversary of the date of the first sale of common stock under the Company's first filed registration statement; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and (iv) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act. We will be deemed a large accelerated filer on the first day of the fiscal year after the market value of our common equity held by non-affiliates exceeds $700 million, measured on October 31.

We cannot predict if investors will find our common stock less attractive to the extent we rely on the exemptions available to emerging growth companies. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

A Company that elects to be treated as an emerging growth company shall continue to be deemed an emerging growth company until the earliest of (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 (as indexed for inflation), (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock under the Company's first filed registration statement; (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which is deemed to be a 'large accelerated filer' as defined by the SEC, which would generally occur upon it attaining a public float of at least $700 million.

However, we are choosing to "opt out" of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

~~Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.~~

Alpine 4 has incurred net losses of $28,520,094 since inception through December 31, 2018. This net loss was primarily driven in 2015 by stock issuance to employees and the ceasing of business operations for its subsidiary Venture West Energy Services, LLC. Because we have yet to attain profitable operations, in their report on our financial statements for the period ended December 31, 2018, our independent auditors included an explanatory paragraph regarding their substantial doubt about our ability to continue as a going concern. While management believes Alpine 4 will have net operating gains beginning in 2019, there can be no guarantee that we will be able to achieve these net operating gains. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loan from various financial institutions where possible. Our net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful. Our financial statements contain additional note disclosures describing the management's assessment of our ability to continue as a going concern.

~~Management of Alpine 4 cannot guarantee that Alpine 4 will continue to generate revenues which could result in a total loss of the value of your investment if it is unsuccessful in its business plans.~~

While Alpine 4 and its subsidiaries have long term Purchase Order arrangements with its large Contract Manufacturing customers and Master Service Agreements with its mechanical customers that can provide a level of dependable revenue, there can be no assurance that Alpine 4 will be able to continue to generate revenues or that revenues will be sufficient to maintain its business. As a result, investors or shareholders could lose all of their investment if Alpine 4 is not successful in its proposed business plans.

Alpine 4's needs could exceed the amount of time or level of experience its officers and directors may have. Alpine 4 will be dependent on key executives, and the loss of the services of the current officers and directors could severely impact Alpine 4's business operations.

Alpine 4's business plan does not provide for the hiring of any additional employees other than outlined in its plan of operations until sales will support the expense. Until that time, the responsibility of developing Alpine 4's business and fulfilling the reporting requirements of a public company will fall upon the officers and the directors. In the event they are unable to fulfill any aspect of their duties to Alpine 4, it may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of our business.

Additionally, the management of future growth will require, among other things, continued development of Alpine 4's financial and management controls and management information systems, stringent control of costs, increased marketing activities, and the ability to attract and retain qualified management, research, and marketing personnel. The loss of key executives or the failure to hire qualified replacement personnel would compromise Alpine 4's ability to generate revenues or otherwise have a material adverse effect on Alpine 4. There can be no assurance that Alpine 4 will be able to successfully attract and retain skilled and experienced personnel.

Significant time and management resources are required to ensure compliance with public company reporting and other obligations. Taking steps to comply with these requirements will increase our costs and require additional management resources, and does not ensure that we will be able to satisfy them.

We are a ~~publicly~~public reporting company. As a public company, we are required to comply with applicable provisions of the Sarbanes-Oxley Act of 2002, as well as other federal securities laws, and rules and regulations promulgated by the SEC and the various exchanges and trading facilities where our Class A common stock may trade, which result in significant legal, accounting, administrative and other costs and expenses. These rules and requirements impose certain corporate governance requirements relating to director independence, distributing annual and interim reports, stockholder meetings, approvals and voting, soliciting proxies, conflicts of interest, and codes of conduct, depending on where our shares trade. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all applicable requirements.

As we review our internal controls and procedures, we may determine that they are ineffective or have material weaknesses, which could impact the market's acceptance of our filings and financial statements.

In connection with the preparation of ~~our~~the Company’s 2022 Annual Report, ~~for the year ended December 31, 2018,~~ we conducted a review of our internal control over financial reporting for the purpose of providing the management report required by these rules. During the course of our review and testing, we have identified deficiencies and have been unable to remediate them before we were required to provide the required reports. Furthermore, because we have material weaknesses in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. Even if we are able to remediate the material weaknesses, we may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting, which could harm our operating results, cause investors to lose confidence in our reported financial information and cause the trading price of our stock to fall. In addition, as a public company we are required to file in a timely manner accurate quarterly and annual reports with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended. Any failure to report our financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of our shares from the market or trading facility where our shares may trade, or other adverse consequences that would materially harm our business.

10Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly.

Our executive officers have limited experience being officers of a public company. It may be time consuming, difficult and costly for us to continue to develop, implement, and update the internal controls and reporting procedures required by Sarbanes-Oxley. We may need to hire additional financial reporting, internal controls and other finance staff in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with Sarbanes-Oxley's internal controls requirements, we may not be able to obtain the independent accountant certifications that Sarbanes-Oxley Act requires publicly traded companies to obtain.

~~Because Alpine 4 has shown~~We have a ~~net loss since inception, ownership~~history of ~~Alpine 4 shares is highly risky~~losses, and ~~could result in a complete loss of the value of your investment if Alpine 4 is unsuccessful in its business plans.~~

we expect losses to continue.

~~Based upon current plans, Alpine 4 expects to stop incurring~~We have had operating losses in future periods as its subsidiaries move from their Optimization Phase to its Asset Producing Phase. However new additional subsidiaries may incur significant expenses associated with the growth of those businesses. Further, there is no guarantee that it will be successful in realizing future revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of its business or force Alpine 4 to seek additional capital through loans or additional sales of its equity securitiessince our inception. We expect our operating losses to continue ~~business operations, which would dilute the value~~as we continue to expend substantial resources to complete commercialization of ~~any shares you receive in connection with the Share Exchange.~~our products, obtain regulatory clearances or approvals; build our marketing, sales, manufacturing and finance capabilities, and conduct further research and development. The further development and commercialization of our products will require substantial development, regulatory, sales and marketing, manufacturing and other expenditures. We have only generated revenues from product sales and services. As of March 31, 2023 and December 31, 2022, our accumulated deficit was approximately $77.5 million and $71.7 million, respectively.

Growth and development of operations will depend on the growth ~~in the Alpine 4~~of our acquisition model ~~and~~as well as from organic growth from ~~its subsidiaries~~our subsidiaries’ businesses. If ~~Alpine 4~~we cannot find desirable acquisition candidates, itwe may not be able to generate growth with future revenues.

~~Alpine 4 expects~~We expect to continue ~~its~~our strategy of acquiring businesses, which management believes will result in ~~significant~~ growth in projected annualized revenue by the end of ~~2020.~~2023. However, there is no guarantee that itwe will be successful in realizing future revenue growth from ~~its~~our acquisition model. As such, ~~Alpine 4 is~~we are highly dependent on suitable candidates to acquire, which ~~the~~ supply of ~~those~~such candidates cannot be guaranteed and is driven from the market for ~~M&A.~~mergers and acquisitions. If ~~Alpine 4 is~~we are unable to locate or identify suitable acquisition candidates, or to enter into transactions with such candidates, or if ~~Alpine 4 is~~we are unable to integrate the acquired businesses, ~~Alpine 4~~we may not be able to grow ~~its~~our revenues to the extent anticipated, or at all.

We may make acquisitions which could divert the attention of management and which may not be integrated successfully into our existing business.

We may pursue acquisitions to increase our market penetration, enter new geographic markets and expand the scope of services we provide. We cannot guarantee that future acquisitions will be completed on acceptable terms or that we will be able to integrate successfully the operations of any acquired business into our existing business. The acquisitions could be of significant size and involve operations in multiple jurisdictions. The acquisition and

integration of another business would divert management attention from other business activities. This diversion, together with other difficulties we may incur in integrating an acquired business, could have a material adverse effect on our business, financial condition and results of operations. In addition, we may borrow money or issue capital stock to finance acquisitions. Such borrowings might not be available on terms as favorable to us as our current borrowing terms and may increase our leverage, and the issuance of capital stock could dilute the interests of our stockholders.

~~Alpine 4~~As we acquire companies or technologies in the future, they could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results and the value of your investment.

As part of our business strategy, we regularly evaluate investments in, or acquisitions of, complementary businesses, joint ventures, services and technologies, and we expect that periodically we will continue to make such investments and acquisitions in the future. Acquisitions and investments involve numerous risks, including:

•the potential failure to achieve the expected benefits of the combination or acquisition;

•difficulties in and the cost of integrating operations, technologies, services and personnel;

•diversion of financial and managerial resources from existing operations;

•risk of entering new markets in which we have little or no experience;

•potential write-offs of acquired assets or investments;

•potential loss of key employees;

•inability to generate sufficient revenue to offset acquisition or investment costs;

•the inability to maintain relationships with customers and partners of the acquired business;

•the difficulty of incorporating acquired technology and rights into our products and services and of maintaining quality standards consistent with our established brand;

•potential unknown liabilities associated with the acquired businesses;

•unanticipated expenses related to acquired technology and its integration into existing technology;

•negative impact to our results of operations because of the depreciation and amortization of amounts related to acquired intangible assets, fixed assets and deferred compensation, and the loss of acquired deferred revenue;

•the need to implement controls, procedures and policies appropriate for a public company at companies that prior to the acquisition lacked such controls, procedures and policies; and

•challenges caused by distance, language and cultural differences.

In addition, if we finance acquisitions by issuing additional convertible debt or equity securities, our existing stockholders may be diluted which could affect the market price of our stock. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be seriously harmed, and the value of your investment may decline.

We place significant decision-making powers with our subsidiaries’ management, which presents certain risks.

We believe that our practice of placing significant decision-making powers with local management is important to our successful growth and allows us to be responsive to opportunities and to customers’ needs. However, this practice presents certain risks, including the risk that we may be slower or less effective in our attempts to identify or react to problems affecting an important business than we would under a more centralized structure, or that we would be slower to identify a misalignment between a subsidiary’s and our overall business strategy. Further, if a

subsidiary location fails to follow our compliance policies, we could be made party to a contract, arrangement or situation that requires the assumption of large liabilities or has less advantageous terms than is typically found in the market.

We have limited management resources and will be dependent on key executives. The loss of the services of the current officers and directors could severely impact ~~Alpine 4's~~our business operations and future development, which could result in a loss of revenues and adversely impact the ~~ability to ever sell any Exchange Shares received through participation in the Share Exchange.~~

business.

~~Alpine 4 is relying~~We rely on a small number of key individuals, which the Company has increased during 2022, to implement its business and operations and, in particular, the professional expertise and services of Kent B. Wilson, our President, Chief Executive Officer, and Secretary, Jeff Hail, our Chief Operating Officer, and ~~Charles Winters,~~Christopher Meinerz, our ~~Chairman of the Board of Directors.~~Chief Financial Officer. Mr. Wilson ~~intends to serve~~serves full time in his capacities with Alpine 4 to work to develop and grow the Company. Nevertheless, ~~Alpine 4~~we may not have sufficient managerial resources to successfully manage the increased business activity envisioned by ~~its~~our business strategy. In addition, ~~Alpine 4's~~our future success depends in large part on the continued service of Mr. ~~Wilson.~~Wilson and the executive team. If heMr. Wilson or any member of the executive team chooses not to serve as an officer or if heMr. Wilson or any member of the executive team is unable to perform his or her duties, this could have an adverse effect on ~~Company~~the Company’s business operations, financial condition and operating results, especially if we are unable to replace Mr. Wilson or Mr. ~~Winters~~Hail with other individuals qualified to develop and market our business. The loss of their services could result in a loss of revenues, which could result in a reduction of the value of any ownership of ~~Alpine 4.~~our shares.

Competition that ~~Alpine 4 faces~~we face is varied and strong.

~~Alpine 4's~~Our subsidiaries’ products and industries as a whole are subject to intense competition. There is no guarantee that we can sustain our market position or expand our business.

We compete with a number of entities in providing products to our customers. Such ~~competitor entities~~competitors include a variety of large nationwide corporations, including but not limited to public entities and companies that have established loyal customer ~~bases over several decades.~~bases.

Many of our current and potential competitors are well established and have significantly greater financial and operational resources ~~and name recognition~~ than we ~~have.~~do, as well as better name recognition. As a result, these competitors may have greater credibility with both existing and potential customers. They also may be able to offer more ~~competitive~~competitively priced products and services and more aggressively promote and sell their products. Our competitors may also be able to ~~support~~engage in discounted products or a more aggressive ~~pricing~~sale structure than we will be able to, which could adversely affect sales, cause us to decrease our prices to remain competitive, or otherwise reduce the overall gross profit earned on our products.

Our success in business and operations will depend on general economic conditions.

The success of Alpine 4 and its subsidiaries depends, to a large extent, on certain economic factors that are beyond ~~its~~our control. Factors such as general economic conditions, levels of unemployment, interest rates, tax rates at all levels of government, competition and other factors beyond ~~Alpine 4's~~our control may have an adverse effect on the ability of our subsidiaries to sell ~~its~~their products, to operate, and to collect sums due and owing to them.

11Changes in geopolitical conditions, domestic and foreign trade policies, monetary policies and other factors beyond our control may adversely impact our business and operating results.

~~Alpine 4~~

our ability to find the materials we need to make our products. If the conflict between Russia and Ukraine continues for a long period of time, or if other countries become further involved in the conflict, we could face significant adverse effects to our business and financial condition.

We may not be able to successfully implement ~~its~~our business strategy, which could adversely affect ~~its~~our business, financial condition, results of operations and cash flows. If ~~Alpine 4~~we cannot successfully implement ~~its~~our business strategy, it could result in the loss of ~~the~~ value ~~of your investment.~~for our shareholders.

Successful implementation of our business strategy depends on our being able to acquire additional businesses and grow our existing subsidiaries, as well as on factors specific to the industries in which our subsidiaries operate, and the state of the financial industry and numerous other factors that may be beyond our control. Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on our business, our financial condition, and results of operations and cash flow:

•The competitive environment in the industries in which our subsidiaries operate that may force us to reduce prices below the optimal pricing level or increase promotional spending;

•Our ability to anticipate changes in consumer preferences and to meet customers' needs for our products in a timely cost-effective manner; and

•Our ability to establish, maintain and eventually grow market share in these competitive environments.

Implementation of our business strategy could also be affected by a number of factors beyond our control, such as increased competition, legal developments, government regulation, general economic conditions, or increased operating costs or expenses. In addition, to the extent we have misjudged the nature and extent of industry trends or our competition, we may have difficulty in achieving our strategic objectives. Any failure to implement our business strategy successfully may adversely affect our business, financial condition and could result in the loss of value for our shareholders.

We have a diverse business model through our various subsidiaries’ industries, and our failure to properly manage or execute could adversely affect our operations, financial results and reputation.

Our business model may include acquiring businesses with products and services that can be highly complex and may be subject to demanding regulatory requirements. The products of some business acquisition targets may require significant production and supply-chain flexibility causing optimized solutions across an integrated platform. The products designed, manufactured, and serviced by such business acquisition targets also may be complex and require complicated configuration management and direct order fulfillment capabilities to end customers.

Our business model of acquiring businesses generally requires working capital, management, and technical personnel, and the development and maintenance of systems and procedures to manage diverse manufacturing, regulatory, and service requirements for multiple programs of varying sizes simultaneously, including in multiple locations and geographies. We also depend on securing and ramping new customers and programs as well as transitioning production for new customers and programs, which creates added complexities related to managing the start-up risks of such projects, especially for companies that did not previously outsource such activities.

Although we believe that our operations utilize the technologies, equipment, and processes that are currently required by our customers, we cannot be certain that we will maintain or develop the capabilities required by our customers in the future. The emergence of new technologies, industry standards or customer requirements may render our technical personnel, equipment, inventory or processes obsolete or noncompetitive. In addition, we may have to acquire new skills, technologies, and equipment to remain competitive, as well as offer new or additional services, all of which may require significant expense or capital investment that could reduce our liquidity and negatively affect our operating results. Our failure to anticipate and adapt to our customers’ changing technological needs and requirements, or to perform to their expectations or standards, as well as our need to maintain our personnel and other resources during times of fluctuating demand, could have an adverse effect on our business.

•	~~The competitive environment in the industries in which our subsidiaries operate that may force us to reduce prices below the optimal pricing level or increase promotional spending;~~

•	~~Our ability to anticipate changes in consumer preferences and to meet customers' needs for our products in a timely cost effective manner; and~~

•	~~Our ability to establish, maintain and eventually grow market share in these competitive environments.~~

Our revenue growth rate depends primarily on our ability to satisfy relevant channels and end-customer demands, identify suppliers and vendors of our necessary ~~ingredients~~materials and to coordinate those suppliers and vendors, all subject to many unpredictable factors.

We may not be able to identify and maintain the necessary relationships with suppliers of product and services as planned. Delays or failures in deliveries could materially and adversely affect our growth strategy and expected results. ~~As we supply more customers, our rate of expansion relative to the size of such customer base will decline.~~ In addition, one of our biggest challenges is securing an adequate supply of ~~suitable product.~~materials. Competition for product is intense, and commodities costs subject to price volatility.

Our ability to execute our business plan also depends on other factors, including:

•ability to keep satisfied vendor relationships;

•hiring and training qualified personnel in local markets;

•managing marketing and development costs at affordable levels;

•cost and availability of labor;

•the availability of, and our ability to obtain, adequate supplies of ingredients that meet our quality standards; and

•securing required governmental approvals in a timely manner when necessary.

Our financial condition and results of operations for 2023 may continue to be adversely affected by the COVID-19 pandemic.

The impact of the worldwide COVID-19 pandemic continues to be felt in many geographies and aspects of society. The pandemic has resulted in and may continue to result in disruptions to the global economy, as well as businesses, supply chains and capital markets around the world.

Impacts to our business have included temporary closures of many of our government and university customers and our suppliers, disruptions or restrictions on our employees’ and customers’ ability to travel, and delays in product installations or shipments to and from affected countries. In an effort to halt the outbreak of COVID-19, a number of countries, including the United States, implemented and some continue to implement significant restrictions on travel, shelter in place or stay at home orders, and business closures. While some of these restrictions were loosened in certain jurisdictions, some markets have returned to restrictions in the face of increases in new COVID-19 cases, particularly as more contagious strains of the virus emerge. Many of our employees in jurisdictions in which we have significant operations continue to work remotely. Much of the commercial activity in sales and marketing, and customer demonstrations and applications training, is still either being conducted remotely or postponed. Even where customers have re-opened their sites, some still operate at productivity levels that are below pre-pandemic levels in an effort to accommodate safety protocols and as a result of pandemic-related supply chain disruptions. Any resurgence of the virus or the emergence of new strains of the virus, particularly any new strains which are more easily transmitted or which are resistant to existing vaccines, may require us or our customers to close or partially close operations once again. These travel restrictions, business closures and operating reductions at Alpine 4, our customers, our distributors, and/or our suppliers have in the past adversely impacted and may continue to adversely impact our operations, including our ability to manufacture, sell or distribute our products, as well as cause temporary closures of our distributors, or the facilities of suppliers or customers. Further, global supply chains continue to be disrupted, causing shortages, which has impacted our ability to manufacture and supply our products. We could also experience increased compensation expenses associated with employee recruiting and employee retention to the extent employment opportunities continue to multiply post-pandemic, causing the search for and retention of talent to become more competitive. This disruption of our employees, distributors, suppliers and customers has historically impacted and may continue to impact our global sales and future operating results. We are continuing to monitor and assess the ongoing effects of the COVID-19 pandemic on our commercial operations in 2023 and going forward. The pandemic has adversely affected the economies and financial markets of many countries, which has affected and may continue to affect demand for our products and our operating results.

•	~~ability to keep satisfied vendor relationships~~

•	~~hiring and training qualified personnel in local markets;~~

•	~~managing marketing and development costs at affordable levels;~~

•	~~cost and availability of labor;~~

•	~~the availability of, and our ability to obtain, adequate supplies of ingredients that meet our quality standards; and~~

•	~~securing required governmental approvals in a timely manner when necessary.~~

Our existing debt levels may adversely affect our financial condition or operational flexibility and prevent us from fulfilling our obligations under our outstanding indebtedness.

As of the date of this prospectus, we had total debt of $20.2 million including lines of credit, related party and non-related party notes payable and convertible notes payable. This level of debt or any increase in our debt level could have adverse consequences for our business, financial condition, operating results and operational flexibility, including the following: (i) the debt level may cause us to have difficulty borrowing money in the future for working capital, capital expenditures, acquisitions or other purposes; (ii) our debt level may limit operational flexibility and our ability to pursue business opportunities and implement certain business strategies; and (iii) we have a higher level of debt than some of our competitors or potential competitors, which may cause a competitive disadvantage and may reduce flexibility in responding to changing business and economic conditions, including increased competition and vulnerability to general adverse economic and industry conditions. Additionally, there are two lines of credit set to mature in August and September 2023, and will be due unless there is an extension and/or amendment to the current agreements. If we fail to satisfy our obligations under our outstanding debt, an event of default could result that could cause some or all of our debt to become due and payable.

We are an early stage company with a history of losses and there is substantial doubt as to our ability to continue as a going concern.

We have incurred net loss of $12.8 million and $19.5 million for the years ended December 31, 2022 and 2021, respectively, and have an accumulated deficit of approximately $71.7 million. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin to generate significant revenue and margin improvements from our subsidiaries, which may not happen. We have determined under our ASC 205-40 analysis, there is substantial doubt that we will have sufficient funds to satisfy our obligations through the next twelve months from the date of issuance of this prospectus. Our ability to continue as a going concern is dependent on our ability to obtain the necessary financing and margin improvements to meet our obligations and repay our liabilities arising from the ordinary course of business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time. If we are unable to raise sufficient capital when needed, our business, financial condition and results of operations will be materially and adversely affected, and we will need to significantly modify or terminate our operations and our planned business activities.

Insurance coverage, even where available, may not be sufficient to cover losses we may incur.

Our business exposes us to the risk of liabilities arising from our operations. For example, we may be liable for claims brought by users of our products or by employees, customers or other third parties for personal injury or property damage occurring in the course of our operations. We seek to minimize these risks through various insurance contracts from third-party insurance carriers. However, our insurance coverage is subject to large individual claim deductibles, individual claim and aggregate policy limits, and other terms and conditions. We retain an insurance risk for the deductible portion of each claim and for any gaps in insurance coverage. We do not view insurance, by itself, as a material mitigant to these business risks. We cannot assure that our insurance will be sufficient to cover our losses. Any losses that insurance does not substantially cover could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We face risks and uncertainties related to litigation.

We are subject to, and are and may in the future become a party to, a variety of litigation, other claims, and suits. The results of litigation and other legal proceedings, including the other claims described under Legal Proceedings in Note 11, Commitments and Contingencies, to the annual consolidated financial statements included elsewhere in this prospectus, are inherently uncertain and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages or injunctive relief against us. The litigation and other legal proceedings described under Note 11 are subject to future developments and management’s view of these matters may change in the future.

Cybersecurity risks and cyber incidents, including cyber-attacks, could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships, any of which could negatively impact our business, financial condition and operating results.

There has been an increase in the frequency and sophistication of the cyber and security threats we face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us due to our substantial reliance on information technology or otherwise. Cyber-attacks and other security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. As a result of the generally increasing frequency and sophistication of cyber-attacks, and our substantial reliance on technology, we may face a heightened risk of a security breach or disruption with respect to sensitive information resulting from an attack by computer hackers, foreign governments or cyber terrorists.

The operation of our business is dependent on computer hardware and software systems, as well as data processing systems and the secure processing, storage and transmission of information, which are vulnerable to security breaches and cyber incidents. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. In addition, we and our employees may be the target of fraudulent emails or other targeted attempts to gain unauthorized access to proprietary or other sensitive information. The result of these incidents may include disrupted operations, misstated or unreliable financial data, fraudulent transfers or requests for transfers of money, liability for stolen information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, causing our business and results of operations to suffer. Our reliance on information technology is substantial, and accordingly the risks posed to our information systems, both internal and those provided by third-party service providers are critical. We have implemented processes, procedures and internal controls designed to mitigate cybersecurity risks and cyber intrusions and rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems; however, these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident, especially because the cyber-incident techniques change frequently or are not recognized until launched and because cyber-incidents can originate from a wide variety of sources.

Those risks are exacerbated by the rapidly increasing volume of highly sensitive data, including our and our customers’ proprietary business information and intellectual property, and personally identifiable information of our employees and customers, that we collect and store in our data centers and on our networks. The secure processing, maintenance and transmission of this information are critical to our operations. A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of employee, customer or other personally identifiable or our or our customers’ proprietary business data, whether by third parties or as a result of employee malfeasance (or the negligence or malfeasance of third party service providers that have access to such confidential information) or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions against us and significant reputational harm.

Failure to maintain the security of our information and technology networks or data security breaches could harm our reputation and have a material adverse effect on our results of operations, financial condition and cash flow.

We rely on the reasonably secure processing, storage and transmission of confidential and other sensitive information in our computer systems and networks, and those of our service providers and their vendors. We are subject to various risks and costs associated with the collection, handling, storage and transmission of personally identifiable information and other sensitive information, including those related to compliance with U.S. and foreign data collection and privacy laws and other contractual obligations, as well as those associated with the compromise of our systems processing such information. In the ordinary course of our business, we collect, store a range of data,

including our proprietary business information and intellectual property, and personally identifiable information of our employees, our fund investors and other third parties, in our cloud applications and on our networks, as well as our services providers’ systems. The secure processing, maintenance and transmission of this information are critical to our operations. We, our service providers and their vendors face various security threats on a regular basis, including ongoing cybersecurity threats to and attacks on our and their information technology infrastructure that are intended to gain access to our proprietary information, destroy data or disable, degrade or sabotage our systems. Cyber-incident techniques change frequently, may not immediately be recognized and can originate from a wide variety of sources. There has been an increase in the frequency, sophistication and ingenuity of the data security threats we and our service providers face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent. Although we and our services providers take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, theft, misuse, computer viruses or other malicious code, including malware, and other events that could have a security impact. We may be the target of more advanced and persistent attacks because, as an alternative asset manager, we hold a significant amount of confidential and sensitive information about, among other things, our fund investors, portfolio companies and potential investments. We may also be exposed to a more significant risk if these acts are taken by state actors. Any of the above cybersecurity threats, fraudulent activities or security breaches suffered by our service providers and their vendors could also put our confidential and sensitive information at risk or cause the shutdown of a service provider on which we rely. We and our employees have been and expect to continue to be the target of fraudulent calls and emails, the subject of impersonations and fraudulent requests for money, including attempts to redirect material payment amounts in a transaction to a fraudulent bank account, and other forms of spam attacks, phishing or other social engineering, ransomware or other events. Cyber-criminals may attempt to redirect payments made at the closings of our investments to unauthorized accounts, which we or our services providers we retain, such as paying agents and escrow agents, may be unable to detect or protect against. The COVID-19 pandemic has exacerbated these risks due to heavier reliance on online communication and the remote working environment, which may be less secure, and there has been a significant increase in hacking attempts by cyber-criminals. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by others, including by our service providers. If successful, such attacks and criminal activity could harm our reputation, disrupt our business, cause liability for stolen assets or information and have a material adverse effect on our results of operations, financial condition and cash flow.

We rely heavily on our back office informational technology infrastructure, including our data processing systems, communication lines, and networks. Although we have back-up systems and business-continuation plan in place, our back-up procedures and capabilities in the event of a failure or interruption may not be adequate. Any interruption or failure of our informational technology infrastructure could result in our inability to provide services to our clients, other disruptions of our business, corruption or modifications to our data and fraudulent transfers or requests for transfers of money. Further consequences could include liability for stolen assets or information, increased cybersecurity protection and insurance costs and litigation. We expect that we will need to continue to upgrade and expand our back-up and procedures and capabilities in the future to avoid disruption of, or constraints on, our operations. We may incur significant costs to further upgrade our data processing systems and other operating technology in the future.

Our technology, data and intellectual property and the technology, data and intellectual property of our funds’ portfolio companies are also subject to a heightened risk of theft or compromise to the extent that we and our funds’ portfolio companies engage in operations outside the United States, particularly in those jurisdictions that do not have comparable levels of protection of proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how and customer information and records. In addition, we and our funds’ portfolio companies may be required to forgo protections or rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect loss of rights in these assets could negatively impact us, our funds and their investments.

A significant actual or potential theft, loss, corruption, exposure or fraudulent, unauthorized or accidental use or misuse of investor, employee or other personally identifiable or proprietary business data could occur, as a result of third-party actions, employee malfeasance or otherwise, non-compliance with our contractual or other legal

obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data. If such a theft, loss, corruption, use or misuse of data were to occur, it could result in significant remediation and other costs, fines, litigation and regulatory actions against us by (i) the U.S. federal and state governments, (ii) the EU or other jurisdictions, (iii) various regulatory organizations or exchanges and (iv) affected individuals, as well as significant reputational harm.

Cybersecurity has become a top priority for regulators around the world. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information and other sensitive information, including, without limitation the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) in the EU and the Data Protection Act 2018 in the U.K. (the “U.K. Data Protection Act”), comprehensive privacy laws enacted in California, Colorado and Virginia, the Hong Kong Personal Data (Privacy) Ordinance, the Korean Personal Information Protection Act and related legislation, regulations and orders and the Australian Privacy Act. China and other countries have also passed cybersecurity laws that may impose data sovereignty restrictions and require the localization of certain information. We believe that additional similar laws will be adopted in these and other jurisdictions in the future, further expanding the regulation of data privacy and cybersecurity. Such laws and regulations strengthen the rights of individuals (data subjects), mandate stricter controls over the processing of personal data by both controllers and processors of personal data and impose stricter sanctions with substantial administrative fines and potential claims for damages from data subjects for breach of their rights, among other requirements. Some jurisdictions, including each of the U.S. states as well as the EU through the GDPR and the U.K. through the U.K. Data Protection Act, have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data, which would require heightened escalation and notification processes with associated response plans. We expect to devote resources to comply with evolving cybersecurity and data privacy regulations and to continually monitor and enhance our information security and data privacy procedures and controls as necessary. We or our fund’s portfolio companies may incur substantial costs to comply with changes in such laws and regulations and may be unable to adapt to such changes in the necessary timeframe and/or at reasonable cost. Furthermore, if we experience a cybersecurity incident and fail to comply with the applicable laws and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity and may cause our fund investors and clients to lose confidence in the effectiveness of our security and privacy measures.

The materialization of one or more of these risks could impair the quality of our operations, harm our reputation, negatively impact our businesses and limit our ability to grow.

We rely significantly on the use of information technology, as well as those of our third-party service providers. Our failure or the failure of third-party service providers to protect our website, networks, and systems against cybersecurity incidents, or otherwise to protect our confidential information, could damage our reputation and brand and substantially harm our business, financial condition, and results of operations.

To the extent that our services are web-based, we collect, process, transmit and store large amounts of data about our customers, employees, vendors and others, including credit card information and personally identifiable information, as well as other confidential and proprietary information. We also employ third-party service providers for a variety of reasons, including storing, processing and transmitting proprietary, personal and confidential information on our behalf. While we rely on tokenization solutions licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers, advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect this data from being breached or compromised. Similarly, our security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems or those of our third-party service providers. DDoS attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other cybersecurity incidents and similar disruptions that may jeopardize the security of information stored in or transmitted by our website, networks and systems or that we or our third-party service providers otherwise maintain, including payment card systems, may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and our service providers may not anticipate or prevent all types of attacks until after they have already been launched, and techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, and we may be unable to implement adequate preventative measures. We may also experience

security breaches that may remain undetected for an extended period. In addition, cybersecurity incidents can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships.

Breaches of our security measures or those of our third-party service providers or any cybersecurity incident could result in unauthorized access to our website, networks and systems; unauthorized access to and misappropriation of customer and/or employee information, including personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our website, networks or systems; deletion or modification of content or the display of unauthorized content on our website; interruption, disruption or malfunction of operations; costs relating to cybersecurity incident remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third party experts and consultants; litigation, regulatory action and other potential liabilities. If any of these cybersecurity incidents occur, or there is a public perception that we, or our third-party service providers, have suffered such a breach, our reputation and brand could also be damaged and we could be required to expend significant capital and other resources to alleviate problems caused by such cybersecurity incidents. As a consequence, our business could be materially and adversely affected and we could also be exposed to litigation and regulatory action and possible liability. In addition, any party who is able to illicitly obtain a customer’s password could access the customer’s transaction data or personal information. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security and other laws, and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have an material adverse effect on our business, financial condition, and results of operations. This risk is heightened as governmental authorities throughout the U.S. and around the world devote increasing attention to data privacy and security issues.

While we maintain privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Additionally, even though we continue to devote resources to monitor and update our systems and implement information security measures to protect our systems, there can be no assurance that any controls and procedures we have in place will be sufficient to protect us from future cybersecurity incidents. Failure by us or our vendors to comply with data security requirements, including (if applicable) the California Consumer Privacy Act’s (“CCPA”) new “reasonable security” requirement in light of the private right of action, or rectify a security issue may result in class action litigation, fines and the imposition of restrictions on our ability to accept payment cards, which could adversely affect our operations. As cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modify or enhance our systems in the future. As a result, we may face interruptions to our systems, reputational damage, claims under privacy and data protection laws and regulations, customer dissatisfaction, legal liability, enforcement actions or additional costs, any and all of which could adversely affect our business, financial condition, and results of operations. In addition, although we seek to detect and investigate data security incidents, security breaches and other incidents of unauthorized access to our information technology systems and data can be difficult to detect and any delay in identifying such breaches or incidents may lead to increased harm and legal exposure of the type described above.

Environmental, social and governance matters may impact our business and reputation.

Increasingly, in addition to the importance of their financial performance, companies are being judged by their performance on a variety of environmental, social and governance (“ESG”) matters, which are considered to contribute to the long-term sustainability of companies’ performance.

A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of ESG measures to their investment decisions. Topics taken into account in such assessments include, among others, companies’ efforts and impacts on climate change and human rights, ethics and compliance with law, diversity and the role of companies’ board of directors in supervising various sustainability issues.

ESG goals and values are embedded in our core mission and vision, and we actively take into consideration their expected impact on the sustainability of our business over time and the potential impact of our business on society and the environment, including offsetting or reducing carbon emissions and sound pollution from launches. However, in light of investors’ increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet society’s expectations as to our proper role. This could lead to risk of litigation or reputational damage relating to our ESG policies or performance.

Further, our emphasis on ESG issues may not maximize short-term financial results and may yield financial results that conflict with the market’s expectations. Our ability to implement our business strategy could be affected by changing customer preferences and requirements, such as growing demand for more environmentally friendly products, packaging, or supplier practices, or by failure to meet such customer expectations or demand. We risk negative stockholder reaction, including from proxy advisory services, as well as damage to our brand and reputation, if we do not act responsibly, or if we are perceived to not be acting responsibly in key ESG areas, including product quality and safety, diversity and inclusion, environmental stewardship, support for local communities, corporate governance and transparency, and addressing human capital factors in our operations. We have and may in the future make business decisions that may reduce our short-term financial results if we believe that the decisions are consistent with our ESG goals, which we believe will improve our financial results over the long-term. These decisions may not be consistent with the short-term expectations of our stockholders and may not produce the long-term benefits that we expect, in which case our business, financial condition, and operating results could be harmed.

If we fail to protect or incur significant costs in defending or enforcing our intellectual property and other proprietary rights, our business, financial condition, and results of operations could be materially harmed.

Our success depends, in large part, on our ability to protect our intellectual property and other proprietary rights. We rely primarily on patents, trademarks, copyrights, trade secrets and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. However, a significant portion of our technology is not patented, and we may be unable or may not seek to obtain patent protection for this technology. Moreover, existing U.S. legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights offer only limited protection, may not provide us with any competitive advantages, and our rights may be challenged by third parties. The laws of countries other than the United States may be even less protective of our intellectual property rights. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products or otherwise obtain and use our intellectual property. Moreover, many of our employees have access to our trade secrets and other intellectual property. If one or more of these employees leave our employment to work for one of our competitors, then they may disseminate this proprietary information, which may as a result damage our competitive position. If we do not protect our intellectual property and other proprietary rights, then our business, results of operations or financial condition could be materially harmed.

We may be sued by third parties for alleged infringement of their proprietary rights, which could be costly, time-consuming and limit our ability to use certain technologies in the future.

We may become subject to claims that our technologies infringe upon the intellectual property or other proprietary rights of third parties. Defending against, or otherwise addressing, any such claims, whether they are with or without merit, could be time-consuming and expensive, and could divert our management’s attention away from the execution of our business plan. Moreover, any settlement or adverse judgment resulting from these claims could require us to pay substantial amounts or obtain a license to continue to use the disputed technology, or otherwise restrict or prohibit our use of the technology. We cannot assure you that we would be able to: obtain from the third party asserting the claim a license on commercially reasonable terms, if at all; develop alternative technology on a timely basis, if at all; or obtain a license to use a suitable alternative technology to permit us to continue offering, and our customers to continue using, our affected product. An adverse determination could also prevent us from offering our products to others. Infringement claims asserted against us may have a material adverse effect on our business, results of operations or financial condition.

Risks Related to our Construction Business

Our dependence on suppliers of materials could increase our costs and impair our ability to complete contracts on a timely basis or at all, which would adversely affect our profits and cash flow.

We rely almost exclusively on third-party suppliers to provide the materials (including sheet metal and other HVAC duct system components and materials) for our construction contracts. If we are unable to retain qualified suppliers, or if our suppliers do not perform as anticipated for any reason, our execution and profitability could be harmed. By contract, we remain liable to our customers for the performance or failures of our suppliers.

We generally do not bid on construction projects unless we have commitments from suppliers for the materials and equipment at prices that have been included in the bid. Thus, to the extent that we cannot obtain commitments from our suppliers for materials and equipment, our ability to bid for contracts may be impaired. In addition, if a supplier is unable to deliver materials, equipment or services according to the negotiated terms of a supply/services agreement for any reason, including the deterioration of our financial condition, we may suffer delays and be required to purchase the materials, equipment and services from another source at a higher price or incur other unanticipated costs. This may reduce the profit to be realized, or result in a loss, on a contract.

The timing of the award and performance of new construction contracts could have an adverse effect on our operating results and cash flow.

A substantial portion of MSM & TDI’s revenues and earnings is generated from project awards. The timing of the project awards is unpredictable and outside of our control. Awards, including expansions of existing projects, often involve complex and lengthy negotiations and competitive bidding processes. These processes can be impacted by a wide variety of factors, including a customer’s decision to not continue with the development of a project, governmental approvals, financing contingencies, commodity prices, environmental conditions, and overall market and economic conditions. We may not win contracts that we have bid technical problems may arise; we could have difficulty obtaining permits or approvals; local laws, labor costs or labor conditions could change; bad weather could delay construction; raw materials prices could increase; suppliers or subcontractors may fail to perform as expected; or site conditions may be different than expected. Additionally, in certain circumstances, we guarantee project completion or the achievement of certain acceptance and performance levels by a scheduled date. Failure to meet schedule or performance requirements typically results in additional costs to us, and in some cases may also create liability for consequential and liquidated damages. Performance problems for existing and future projects could cause our actual results of operations to differ materially from those anticipated and upon due to price and/or a customer’s perception of our ability to perform. Many of our competitors may be more inclined to take greater or unusual risks or terms and conditions in a contract that we might not deem acceptable. Because a portion of MSM & TDI’s revenues is generated from projects, our results of operations can fluctuate quarterly and annually depending on whether and when large project awards occur and the commencement and progress of work under contracts already awarded. As a result, we are subject to the risk of losing new awards to competitors or the risk that revenue may not be derived from awarded projects as quickly as anticipated.

In addition, the timing of the revenues, earnings, and cash flows from our contracts can be delayed by a number of factors, including adverse weather conditions; other subcontractors delaying the progression of proceeding work; delays in receiving material and equipment from suppliers and services from subcontractors; and changes in the scope of work to be performed. Such delays, if they occur, could have adverse effects on our operating results for current and future periods until the affected contracts are completed.’

U.S. government construction contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue.

U.S. government construction contracts are often awarded only after formal, protracted competitive bidding processes and, in many cases, unsuccessful bidders for U.S. government contracts are provided the opportunity to protest contract awards through various agency, administrative and judicial channels. TDI derives revenue from U.S. government construction contracts that were awarded through a competitive bidding process. Much of the business

that we expect to seek in the foreseeable future likely will be awarded through competitive bidding. Competitive bidding presents a number of risks, including the following:

•the need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and cost overruns;

•the substantial cost and managerial time and effort that must be spent to prepare bids and proposals for contracts that may not be awarded to us;

•the need to estimate accurately the resources and cost structure that will be required to service any contract we are awarded; and

•the expense and delay that may arise if our competitors protest or challenge contract awards made to us pursuant to competitive bidding, and the risk that any such protest or challenge could result in the delay of our contract performance, the distraction of management, the resubmission of bids on modified specifications, or in termination, reduction or modification of the awarded contract.

We may not be provided the opportunity to bid on contracts that are held by other companies and are scheduled to expire if the government extends the existing contract. If we are unable to win particular contracts that are awarded through a competitive bidding process, then we may not be able to operate for a number of years in the market for goods and services that are provided under those contracts. If we are unable to win new contract awards over any extended period consistently, then our business and prospects will be adversely affected.

We are subject to procurement rules and regulations, which increase our performance and compliance costs under our U.S. government construction contracts.

We must comply with, and are affected by, laws and regulations relating to the formation, administration, and performance of U.S. government construction contracts. These laws and regulations, among other things, require certification and disclosure of all cost and pricing data in connection with contract negotiation, define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts, and restrict the use and dissemination of classified information and the exportation of certain products and technical data. These requirements, although customary in U.S. government construction contracts, increase our performance and compliance costs. These costs might increase in the future, reducing our margins, which could have a negative effect on our financial condition. Although we believe we have procedures in place to comply with these regulations and requirements, the regulations and requirements are complex and change frequently. Our failure to comply with these regulations and requirements under certain circumstances could lead to suspension or debarment from U.S. government contracting or subcontracting for a period of time and could have a negative effect on our reputation and ability to receive other U.S. government contract awards in the future.

Our construction work for the U.S. government in overseas locations may expose us to increased security risks.

As a government construction contractor for US agencies that operate overseas, we work in international locations where there are high security risks, which could result in harm to our employees, and remote assets. Some of our services are performed in or adjacent to high risk locations where the country or location is experiencing political, social or economic issues, or war or civil unrest. As such international locations and the risks associated with them change rapidly, precautions may be insufficient to avoid such risks, which could harm our business and operating results.

Risks Related to our Manufacturing Business

We may experience component shortages, delays, price fluctuations and supplier quality concerns.

We generally do not have long-term supply agreements. We have experienced from time to time and are currently experiencing significant component shortages related to semiconductors and longer lead-times due to supplier capacity constraints. Supply chain constraints and delays can be caused by world events, such as government policies, tariffs, trade wars, trade disputes and trade protection measures, terrorism, armed conflict, natural disasters, economic recession, increased demand due to economic growth, preferential allocations,

transportation challenges, and other localized events. Further, we rely on a limited number of suppliers for many of the components used in the assembly process and, in some cases, may be required to use suppliers that are the sole provider of a particular component. Such suppliers may encounter quality problems, labor disputes or shortages, financial difficulties or business continuity issues that could prevent them from delivering components timely or at all. Supply shortages and delays in deliveries of components may result in delayed production of assemblies, which reduces our revenue and operating profit for the periods affected. Additionally, a delay in obtaining a particular component may result in other components for the related program being held for longer periods of time, increasing working capital, risking inventory obsolescence, and negatively impacting our cash flow. Due to the highly competitive nature of our industry, an inability to obtain sufficient inventory on a timely basis or successfully execute on our business continuity processes, could also harm relationships with our customers and lead to loss of business to our competitors.

Increased competition may result in reduced demand or reduced prices for our services.

The industries in which we operate are highly competitive. We compete against numerous providers with national or global operations, as well as those which operate only on a local or regional basis. In addition, current and prospective customers continually evaluate the merits of designing, manufacturing, and servicing products internally and may choose to design, manufacture or service products (including products or product types that we currently design, manufacture, or service for them) themselves rather than outsource such activities. Consolidations and other changes in our industry may result in a changing competitive landscape. Our manufacturing processes are generally not subject to significant proprietary protection, and companies with greater resources or a greater market presence may enter our market or otherwise become increasingly competitive. Increased competition could result in significant price reductions, reduced sales and margins, or loss of market share.

Our products and manufacturing activities are subject to extensive government regulation, which could limit or prevent the sale of our products in some markets.

The manufacture, packaging, labeling, advertising, promotion, distribution, and sale of our products are subject to regulation by numerous national and local governmental agencies in the United States and other countries, including the FDA and the FTC. Failure to comply with FDA regulatory requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines, and criminal prosecutions. Any action of this type by the FDA could materially adversely affect our ability to market our products successfully. The manufacture of nutritional or dietary supplements and related products in the United States requires compliance with dietary supplement GMPs, which are based on the food-model GMPs, with additional requirements that are specific to dietary supplements. We believe our manufacturing processes comply with these GMPs for dietary supplements. Nevertheless, any FDA action determining that our processes were non-compliant with dietary supplement GMPs, could materially adversely affect our ability to manufacture and market our products.

We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative orders, when and if promulgated, could have on our business. These potential effects could include, however, requirements for the reformulation of certain products to meet new standards, the recall or discontinuance of certain products, additional record keeping and reporting requirements, expanded documentation of the properties of certain products, expanded or different labeling, or additional scientific substantiation. Any or all of these requirements could have a material adverse effect on our business, financial condition, or results of operations.

If we experience dietary supplement product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.

We may be exposed to dietary supplement product recalls and adverse public relations if our dietary supplement products are mislabeled or alleged to cause injury or illness, or if we are alleged to have violated governmental regulations. A dietary supplement product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow. In addition, a dietary supplement product recall may require significant management attention. Dietary supplement product recalls may hurt the value of our brands and lead to decreased demand for our dietary supplement products. Dietary supplement product recalls also may lead to increased scrutiny

by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

As a manufacturer and distributor of dietary supplement products designed for human consumption, we are subject to dietary supplement product liability claims if the use of our dietary supplement products is alleged to have resulted in injury. Our dietary supplement products consist of vitamins, minerals, dietary supplements and other ingredients that are classified as foods and dietary supplements, and, in most cases, are not necessarily subject to pre-market regulatory approval in the United States. Some of our dietary supplement products contain innovative ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, some of the dietary supplement products we sell are produced by third-party manufacturers. We may be in the future subject to various product liability claims, including, among others, that our dietary supplement products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. A product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which, in turn, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We rely on our manufacturing operations to produce the vast majority of the nutritional supplements that we sell, and disruptions in our manufacturing system or losses of manufacturing certifications could affect our results of operations adversely.

We currently operate our dietary supplement manufacturing facility in Fort Meyers, Florida. All our domestic manufacturing products for sale to the United States are subject to GMPs promulgated by the FDA and other applicable regulatory standards, including in the areas of environmental protection and worker health and safety. Any significant disruption in our operations at this facility, including any disruption due to any regulatory requirement, could affect our ability to respond quickly to changes in consumer demand and could have a material adverse effect on our business, results of operations, financial condition and cash flows. Although we have implemented GMPs in our facility, there can be no assurance that products manufactured in our plants will not be contaminated or otherwise fail to meet our quality standards. Any such contamination or other quality failures could result in costly recalls, litigation, regulatory actions or damage to our reputation, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Compliance with new and existing laws and governmental regulations could increase our costs significantly and adversely affect our results of operations.

The processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of our dietary supplement products are subject to federal laws and regulation by one or more federal agencies, including the FDA, the FTC, the CPSC, the USDA and the EPA. These activities are also regulated by various state, local and international laws and agencies of the states and localities in which our products are sold. Government regulations may prevent or delay the introduction, or require the reformulation, of our products, which could result in lost revenues and increased costs to us. For instance, the FDA regulates, among other things, the composition, safety, manufacture, labeling and marketing of dietary ingredients and dietary supplements (including vitamins, minerals, herbs, and other dietary ingredients for human use). Dietary supplements and dietary ingredients that do not comply with FDA’s regulations and/or the Dietary Supplement Health and Education Act of 1994 will be deemed adulterated or misbranded. Manufacturers and distributors of dietary supplements and dietary ingredients are prohibited from marketing products that are adulterated or misbranded, and the FDA may take enforcement action against any adulterated or misbranded dietary supplement on the market. The FDA has broad enforcement powers. If we violate applicable regulatory requirements, the FDA may bring enforcement actions against us, which could have a material adverse effect on our business, prospects, financial condition, and results of operations. The FDA may not accept the evidence of safety for any new ingredient that we may wish to market, may determine that a particular supplement or ingredient presents an unacceptable health risk based on the required submission of serious adverse events or other information, and may determine that a particular claim or statement of nutritional value that we use to support the marketing of a supplement is an impermissible drug claim, is not substantiated, or is an unauthorized

version of a “health claim.” See Item 1 “Business—Regulation—Food and Drug Administration” for additional information. Any of these actions could prevent us from marketing particular nutritional supplement products or making certain claims or statements with respect to those products. The FDA could also require us to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any of which could be material. Any product recalls or removals could also lead to an increased risk of litigation and liability, substantial costs, and reduced growth prospects. Additional or more stringent laws and regulations of dietary supplements and other products have been considered from time to time. These developments could require reformulation of some products to meet new standards, recalls or discontinuance of some products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of some products, additional or different labeling, additional scientific substantiation, or other new requirements. Any of these developments could increase our costs significantly. In addition, regulators’ evolving interpretation of existing laws could have similar effects.

Our failure to comply with FTC regulations could result in substantial monetary penalties and could adversely affect our operating results.

The FTC exercises jurisdiction over the advertising of dietary supplements and requires that all advertising to consumers be truthful and non-misleading. The FTC actively monitors the dietary supplement space and has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. Failure to comply with applicable regulations could result in substantial monetary penalties, which could have a material adverse effect on our financial condition or results of operations.

Risks Related to our Aerospace / Drones Business

Manufacturing and providing services for our drones and UAVs is highly dependent upon the availability of certain suppliers, thereby making us vulnerable to supply problems that could harm our business.

Our manufacturing processes within our drone and UAV manufacturing business rely on a limited number of third parties to supply certain key components and manufacture our products. Alternative sources of production and supply may not be readily available or may take several months to scale up and develop effective production processes. If a disruption in the availability of parts or in the operations of our suppliers were to occur, our ability to produce drones and UAVs to meet our contract requirements as well as our ability to provide support could be materially adversely affected. In certain cases, we have developed backup plans and have alternative procedures should we experience a disruption. However, if these plans are unsuccessful or if we have a single source, delays in the production and support of our drones and UAVs for an extended period of time could cause a loss of revenue and/or higher production and support costs, which could significantly harm our business and results of operations.

The markets in which we compete are characterized by rapid technological change, which requires us to develop new products and product enhancements and could render our existing products obsolete.

Continuing technological changes in the market for our products could make our products and services less competitive or obsolete, either generally or for particular applications. Our future success will depend upon our ability to develop and introduce a variety of new capabilities and enhancements to our existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the markets in which we offer our products. Delays in introducing new products and enhancements, the failure to choose correctly among technical alternatives or the failure to offer innovative products or enhancements at competitive prices may cause existing and potential customers to purchase our competitors’ products. If we are unable to devote adequate resources to develop new products or cannot otherwise successfully develop new products or enhancements that meet customer requirements on a timely basis, our products could lose market share, our revenue and profits could decline, and we could experience operating losses.

We expect to incur substantial research and development costs and devote significant resources to identifying and commercializing new products and services, which could significantly reduce our profitability and may never result in revenue for us.

Our future growth depends on penetrating new markets, adapting existing products to new applications, and introducing new products and services that achieve market acceptance. We plan to incur substantial research and development costs as part of our efforts to design, develop and commercialize new products and services and enhance existing products. We believe that there are significant investment opportunities in a number of business areas. Because we account for internal research and development as an operating expense, these expenditures will adversely affect our earnings in the future. Further, our research and development programs may not produce successful results, and our new products and services may not achieve market acceptance, create incremental revenue, or become profitable, which could materially harm our business, prospects, financial results, and liquidity.

Our UAV products and services are complex and could have unknown defects or errors, which may give rise to claims against us, diminish our brand or divert our resources from other purposes.

Our UAV products rely on complex avionics, sensors, user-friendly interfaces, and tightly integrated, electromechanical designs to accomplish their missions. Despite testing, our products have contained defects and errors and may in the future contain defects, errors, or performance problems when first introduced, when new versions or enhancements are released, or even after these products have been used by our customers for a period of time. These problems could result in expensive and time-consuming design modifications or warranty charges, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, exposure to liability for damages, damaged customer relationships, and harm to our reputation, any of which could materially harm our results of operations and ability to achieve market acceptance. In addition, increased development and warranty costs could be substantial and could reduce our operating margins. The existence of any defects, errors, or failures in our products or the misuse of our products could also lead to product liability claims or lawsuits against us. A defect, error, or failure in one of our products could result in injury, death or property damage and significantly damage our reputation and support for our products in general.

Our future profitability may be dependent upon achieving cost reductions and projected economies of scale from increasing manufacturing quantities of our products. Failing to achieve such reductions in manufacturing costs and projected economies of scale could materially adversely affect our business.

We have limited experience manufacturing UAVs. We do not know whether or when we will be able to develop efficient, low-cost manufacturing capabilities and processes that will enable us to manufacture (or contract for the manufacture of) these products in commercial quantities while meeting the volume, speed, quality, price, engineering, design and production standards required to successfully market our products. Our failure to develop such manufacturing processes and capabilities in locations that can efficiently service our markets could have a material adverse effect on our business, financial condition, results of operations and prospects. Our future profitability is, in part, dependent upon achieving increased savings from volume purchases of raw materials and component parts, achieving acceptable manufacturing yield, and capitalizing on machinery efficiencies. We expect our suppliers to experience a sharp increase in demand for their products. The extent to which we will have reliable access to supplies that we require or be able to purchase such materials or components at cost effective prices is uncertain. There is no assurance that we will ever be in a position to realize any material, labor and machinery cost reductions associated with higher purchasing power and higher production levels. Failure to achieve these cost reductions could adversely impact our business and financial results.

The operation of UAVs in urban environments may be subject to risks, such as accidental collisions and transmission interference, which may limit demand for our UAVs in such environments and harm our business and operating results.

Urban environments may present certain challenges to the operators of UAVs. UAVs may accidentally collide with other aircraft, persons, or property, which could result in injury, death or property damage and significantly damage the reputation of and support for UAVs in general. As the usage of UAVs has increased, the danger of such collisions has increased. Further, obstructions to effective transmissions in urban environments, such as large

buildings, may limit the ability of the operator to utilize the aircraft for its intended purpose. The risks or limitations of operating UAVs in urban environments may limit their value in such environments, which may limit demand for our UAVs and consequently materially harm our business and operating results.

Economic, political and other risks associated with our international operations could adversely affect our revenues and international growth prospects.

We recently announced procurement of licenses specific to establish a drone-based delivery service in Dubai, UAE, in the name of our subsidiary Global Autonomous Corporation (“GAC”). We have intentions to establish offices in the UAE in the future, and intend to maintain inventory and employees at that location. Our subsidiary, Vayu, has also received drone orders from Nigeria through All American Contracting.

We intend to expand our international presence as part of our business strategy. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will amplify the effects of these risks, which include, among others:

•differences in culture, economic and labor conditions and practices;

•the policies of the U.S. and foreign governments;

•disruptions in trade relations and economic instability;

•differences in enforcement of contract and intellectual property rights;

•social and political unrest;

•natural disasters, terrorist attacks, pandemics or other catastrophic events;

•complex, varying and changing government regulations and legal standards and requirements, particularly with respect to tax regulations, price protection, competition practices, export control regulations and restrictions, customs and tax requirements, immigration, anti-boycott regulations, data privacy, intellectual property, anti-corruption and environmental compliance, including the Foreign Corrupt Practices Act;

•greater difficulty enforcing intellectual property rights and weaker laws protecting such rights; and

•greater difficulty in accounts receivable collections and longer collection periods.

We are also affected by domestic and international laws and regulations applicable to companies doing business abroad or importing and exporting goods and materials. These include tax laws, laws regulating competition, anti-bribery/anti-corruption and other business practices, and trade regulations, including duties and tariffs. Compliance with these laws is costly, and future changes to these laws may require significant management attention and disrupt our operations. Additionally, while it is difficult to assess what changes may occur and the relative effect on our international tax structure, significant changes in how U.S. and foreign jurisdictions tax cross-border transactions could materially and adversely affect our results of operations and financial position.

There are other risks that are inherent in international operations, including the potential for changes in socio-economic conditions, laws and regulations, including, among others, competition, import, export, labor and environmental, health and safety laws and regulations, and monetary and fiscal policies, protectionist measures that may prohibit acquisitions or joint ventures, or impact trade volumes, unsettled political conditions; government-imposed plant or other operational shutdowns, backlash from foreign labor organizations related to our restructuring actions, corruption; natural and man-made disasters, hazards and losses, violence, civil and labor unrest, and possible terrorist attacks.

Additionally, if the opportunity arises, we may expand our operations into new and high-growth international markets. However, there is no assurance that we will expand our operations in such markets in our desired time frame. To expand our operations into new international markets, we may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be

material. We may enter into these transactions to acquire other businesses or products to expand our products or take advantage of new developments and potential changes in the industry. Our lack of experience operating in new international markets and our lack of familiarity with local economic, political and regulatory systems could prevent us from achieving the results that we expect on our anticipated time frame or at all. If we are unsuccessful in expanding into new or high- growth international markets, it could adversely affect our operating results and financial condition.

Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various international jurisdictions in which we do business.

Doing business on a worldwide basis requires us to comply with the laws and regulations of the U.S. government and various international jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees, and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act, or the FCPA. The FCPA prohibits us from providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment, and requires us to maintain adequate record- keeping and internal accounting practices to accurately reflect our transactions. As part of our business, we may deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating anti-corruption laws. Violations of these legal requirements are punishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts as well as other remedial measures. We have established policies and procedures designed to assist us and our personnel in complying with applicable U.S. and international laws and regulations. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage, and such a violation could adversely affect our reputation, business, financial condition and results of operations.

Risks Related to our Electronics Business

Competition in the electronics industry is strong. If we cannot successfully compete, our business may be adversely affected.

The production of electronic products has always had a strong lure for people interested in overseas manufacturing. We will compete against a large number of well-established product manufacturers with greater product and name recognition and with substantially greater financial and marketing capabilities than ours, as well as against a large number of small specialty producers. There can be no assurance that we can compete successfully in this complex and changing market. If we cannot, our business will be adversely affected.

A small number of customers account for a substantial majority of our electronics net revenue, and if our relationships with any of these retailers is harmed or terminated, or the level of business with them is significantly reduced, our results of operations may be harmed.

We depend on a small number of customers for a substantial majority of our electronics business and believe that in the future we will continue to generate a substantial majority of our electronic net revenue from a small number of customers. We do not typically enter into binding long-term contracts with our customers. We generally sell our devices on the basis of purchase orders, and our customers may cancel or defer orders with little or no notice and without significant or any penalties. Our ability to maintain close and satisfactory relationships with our customers is important to the ongoing success and profitability of our business. If any of our significant customers reduces, delays or cancels its orders, or the financial condition of our key customers deteriorates, our business may be seriously harmed. In addition, our customers may become competitors. If we were to lose one of our major customers, or if a major customer were to significantly reduce its volume of business with us, our electronic net

revenue and gross profit could be materially reduced, which could have a significant adverse impact on our business, financial condition and results of operations.

Risks Related to Our ~~Common Stock~~

~~Alpine 4 stockholders, and others who choose to purchase shares of Alpine 4~~Class A common stock ~~if and when offered, may have difficulty in reselling their shares due to the limited public market or state Blue Sky laws.~~

Our common stock is currently quoted on the OTC market. Current Alpine 4 stockholders and persons who desire to purchase them in any trading market should be aware that there might be additional significant state law restrictions upon the ability of investors to resell our shares. Accordingly, investors should consider any secondary market for our securities to be a limited one.

~~Sales of our common stock under Rule 144 could reduce the price of our stock.~~

Under Rule 144 affiliates of Alpine 4 may not sell more than one percent of the total issued and outstanding shares in any 90-day period and must resell the shares in an unsolicited brokerage transaction at the market price. If substantial amounts of our common stock become available for resale under Rule 144 once a market has developed for our common stock, the then-prevailing market prices for our common stock may be reduced.

We may, in the future, issue additional securities, which would reduce our stockholders' percent of ownership and may dilute our share value.

Our Certificate of Incorporation, as amended to date, authorizes us to issue ~~125,000,000~~200,000,000 shares of Class A common stock, ~~and~~ 10,000,000 shares of Class B common stock and 15,000,000 Class C stock. As of the date of this ~~Prospectus,~~prospectus, we had ~~110,677,860~~24,224,657 shares of Class A common stock outstanding; ~~9,022,983~~906,012 shares of Class B common stock issued and outstanding; and ~~11,527,268~~1,528,460 shares of Class C common stock issued and outstanding. Accordingly, we may issue up to an additional 14,322,140 shares of Class A common stock; up to an additional 977,017 shares of Class B common stock; and up to an additional 3,472,732 shares of Class C common stock.

The future issuance of additional shares of Class A common stock will result in additional dilution in the percentage of our Class A common stock held by our then existing stockholders. We may value any Class A common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our Class A common stock. Additionally, our board of directors may designate the rights terms and preferences of one or more series of preferred stock at its discretion including conversion and voting preferences without prior notice to our stockholders. Any of these events could have a dilutive effect on the ownership of our shareholders, and the value of shares owned.

Raising additional capital or purchasing businesses through the issuance of common stock will cause dilution to our existing stockholders.

We may seek additional capital through a combination of private and public equity offerings, debt financings, collaborations, and strategic and licensing arrangements, as well as issuing stock to make additional business or asset acquisitions. To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock or through the issuance of equity for purchases of businesses or assets, your ownership interest in Alpine 4 will be diluted.

Future sales of substantial amounts of our Class A common stock into the public and the issuance of the shares upon conversion of the outstanding convertible notes will be dilutive to our existing stockholders and could result in a decrease in our stock price.

Raising additional capital may restrict our operations or require us to relinquish rights.

We may seek additional capital through a combination of private and public equity offerings, debt financings, collaborations, and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock, the terms of any such securities may include liquidation or other preferences that materially adversely affect your rights as a stockholder. Debt financing, if available, would increase our fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration, strategic partnerships and licensing arrangements with third parties, we may have to relinquish valuable rights to our intellectual property, future revenue streams or grant licenses on terms that are not favorable to us.

Market volatility may affect our stock price and the value of your shares.

The market price for our Class A common stock is likely to be volatile, in part because of the volume of trades of our Class A common stock. In addition, the market price of our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others:

•announcements of new products, brands, commercial relationships, acquisitions or other events by us or our competitors;

•	~~announcements of new products, brands, commercial relationships, acquisitions or other events by us or our competitors;~~

•	~~regulatory or legal developments in the United States and other countries;~~

•	~~fluctuations in stock market prices and trading volumes of similar companies;~~

•	~~general market conditions and overall fluctuations in U.S. equity markets;~~

•	~~variations in our quarterly operating results;~~

•	~~changes in our financial guidance or securities analysts' estimates of our financial performance;~~

•	~~changes in accounting principles;~~

•	~~our ability to raise additional capital and the terms on which we can raise it;~~

•	~~sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;~~

•	~~additions or departures of key personnel;~~

•	~~discussion of us or our stock price by the press and by online investor communities; and~~

•	~~other risks and uncertainties described in these risk factors.~~

•regulatory or legal developments in the United States and other countries;

1327

•fluctuations in stock market prices and trading volumes of similar companies;

•general market conditions and overall fluctuations in U.S. equity markets;

•social and economic impacts resulting from the global COVID-19 pandemic;

•variations in our quarterly operating results;

•changes in our financial guidance or securities analysts' estimates of our financial performance;

•changes in accounting principles;

•our ability to raise additional capital and the terms on which we can raise it;

•sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;

•additions or departures of key personnel;

•discussion of us or our stock price by the press and by online investor communities; and

•other risks and uncertainties described in these risk factors.

If securities or industry analysts do not publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about us, our business or our market, our stock price and trading volume could decline.

The trading market for our Class A common stock will be influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. We currently have limited coverage and may never obtain increased research coverage by securities and industry analysts. If no or few securities or industry analysts cover our company, the trading price and volume of our stock would likely be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, or provides more favorable relative recommendations about our competitors, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price or trading volume to decline.

Future sales of our Class A common stock may cause our stock price to decline.

Sales of a substantial number of shares of our Class A common stock in the public market or the perception that these sales might occur could significantly reduce the market price of our Class A common stock and impair our ability to raise adequate capital through the sale of additional equity securities.

~~Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly.~~

Alpine 4's executive officers have limited experience being officers of a public company. It may be time consuming, difficult and costly for us to continue to implement and update the internal controls and reporting procedures required by Sarbanes-Oxley. We may need to hire additional financial reporting, internal controls and other finance staff in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with Sarbanes-Oxley's internal controls requirements, we may not be able to obtain the independent accountant certifications that Sarbanes-Oxley Act requires publicly-traded companies to obtain.

~~Alpine 4 may~~ issue ~~Preferred Stock~~preferred stock with voting and conversion rights that could adversely affect the voting power of the holders of ~~Common Stock.~~

Class A common stock.

Pursuant to our Certificate of Incorporation, our Board of Directors may issue ~~Preferred Stock~~preferred stock with voting and conversion rights that could adversely affect the voting power of the holders of ~~Common Stock.~~Class A common stock. In the fourth quarter of 2019, we issued shares of a newly designated Series B Preferred Stock to members of our Board of Directors. The outstanding shares of Series B Preferred Stock have voting rights in the aggregate equal to 200% of the total voting power of our other outstanding securities, giving our Board of Directors control over any matters submitted to the vote of the shareholders of Alpine 4. ~~that~~ Any such provision may be deemed to have a potential anti-takeover effect, and the issuance of ~~Preferred Stock~~preferred stock in accordance with such provision may delay or prevent a change of control of Alpine 4. The Board of Directors also may declare a dividend on any outstanding shares of ~~Preferred Stock.~~
preferred stock.

~~Risks Related~~Our Class A common stock will be subject to potential delisting if we do not maintain the ~~Offering~~

~~The sale or issuance~~listing requirements of the Nasdaq, which would adversely affect the liquidity of our Class A common stock and our ability to ~~Lincoln Park may cause dilution,~~raise additional capital or enter into strategic transactions.

Our failure to maintain our listing and ~~the sale of the shares of~~our Class A common stock ~~acquired by Lincoln Park, or the perception that such sales may occur, could cause the price of our common stock to fall.~~

On January 16, 2020, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has committed to purchase up to $10,000,000 of our common stock. Upon the execution of the Purchase Agreement, we issued 2,275,086 Commitment Shares to Lincoln Park as a fee for its commitment to purchase shares of our common stock under the Purchase Agreement, and immediately following execution of the Purchase Agreement, Lincoln Park purchased 1,666,666 shares of our Common Stock (the “Initial Purchase Shares”). The remaining shares of our common stock that may be issued under the Purchase Agreement may be sold by us to Lincoln Park at our discretionbeing delisted from time to time over a 36-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has declared effective the registration statement that includes this prospectus. The purchase price for the shares that we may sell to Lincoln Park under the Purchase Agreement will fluctuate based on the price of our common stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.

We generally have the right to control the timing and amount of any future sales of our shares to Lincoln Park. Additional sales of our common stock, if any, to Lincoln Park will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares, Lincoln Park may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Lincoln Park by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to Lincoln Park, or the anticipation of such sales, couldNasdaq would make it more difficult for usstockholders to ~~sell equity or equity-related securities~~dispose of their shares of Class A common stock and more difficult to obtain accurate price quotations on our Class A common stock.

On June 2, 2022, the Company received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s Class A common stock (the “common stock”) was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

On April 18, 2023, we held our 2022 Annual Meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, one of the matters voted on was a proposal to authorize the Board of Directors, at the discretion of the Board and if necessary to meet the Nasdaq Bid Price Requirement, but prior to the one-year anniversary of the date on which the Reverse Split Amendment is approved by the Company’s shareholders, to file an Amendment to the Company’s Certificate of Incorporation, as amended to date, to authorize a reverse stock split of the Company’s Class A, Class B, and Class C common stock with a ratio in the ~~future at a time~~range between and ~~at a price~~including 1-for-1.5 shares and 1-for-10 shares. The goals of the Reverse Stock Split Amendment include regaining compliance with the Bid Price Requirement, although there can be no guarantee that ~~we might otherwise wish to effect sales.~~

~~If we sell shares of our common stock in future financings, stockholders may experience immediate dilution and, as a result, our stock price may decline.~~

~~We may from time to time issue additional shares of common stock at a discount from~~ the ~~current~~ market price of our shares will continue to trade above the Bid Price Requirement.

On May 12, 2023, a Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended to date, of Alpine 4, filed with the Secretary of State of Delaware, took effect. The Certificate of Amendment was filed to effect a one-for-eight (1-for-8) reverse split of the shares of the Company’s the Class A, Class B, and Class C common ~~stock.~~stock, and to decrease the number of shares of Class A common stock from 295,000,000 shares to 200,000,000 shares. The Reverse Split and the Class A common stock Decrease became effective on May 12, 2023. As a result of the Reverse Split, every 8 shares of the Company’s issued and outstanding Class A common stock automatically converted into one share of Class A common stock, without any change in the par value per share, and began trading on a post-split basis under the Company’s existing trading symbol, “ALPP,” when the market opened on May 15, 2023. Subsequently, on May 31, 2023, the Company received a letter from the Nasdaq Staff which stated that the Staff had determined that from May 15, 2023 to May 30, 2023, the closing bid price of the Company’s common stock had been at $1.00 per share or greater, and accordingly, the Company had regained compliance with Listing Rule 5550(a)(2) and this matter was closed.

There are many factors that may adversely affect our minimum bid price. Many of these factors are outside of our control. As a result, we may not be able to sustain compliance with Rule 5550(a)(2) in the long term. Any potential delisting of our Class A common stock from the Nasdaq would likely result in decreased liquidity and increased volatility for our Class A common stock and would adversely affect our ability to raise additional capital or to enter into strategic transactions, in addition to adversely impacting the perception of our financial condition and could cause reputational harm to investors and parties conducting business with us. Any potential delisting of our Class A common stock from the Nasdaq would also make it more difficult for our stockholders ~~would experience immediate dilution upon the purchase of any shares of~~to sell our common stock sold at such discount. In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt securities, preferred stock orClass A common stock. ~~If we issue common stock or securities convertible into common stock, our common stockholders would experience additional dilution and, as a result, our stock price may decline.~~

We will have broad discretion in how we use the net proceeds of ~~this offering.~~future capital raising transactions. We may not use these proceeds effectively, which could affect our results of operations and cause our stock price to decline.

We will have considerable discretion in the application of the net proceeds of ~~this offering, including for~~ any ~~of the purposes described in the section entitled “Use of Proceeds.”~~future capital raising transactions. We intend to use the net proceeds from ~~this offering~~future capital raising transactions to fund ~~clinical~~ development of our ~~product candidates~~products and working capital and other general corporate purposes. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the balance of the net proceeds of ~~this offering.~~such capital raising transactions. We may use the net proceeds for purposes that do not yield a

significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from ~~this~~that offering in a manner that does not produce income or that loses value.

~~An active trading market for our common stock may not be sustained.~~

Although our common stock is listed on the OTCQB Market, the market for our shares has demonstrated varying levels of trading activity. Furthermore, the current level of trading may not be sustained in the future. The lack of an active market for our common stock may impair investors’ ability to sell their shares at the time they wish to sell them or at a price that they consider reasonable, may reduce the fair market value of their shares and may impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire additional intellectual property assets by using our shares as consideration.

The market price for our Class A common stock may be volatile, and an investment in our common stock could decline in value.

The stock market in general has experienced extreme price and volume fluctuations. The market prices of the securities of biotechnology and specialty pharmaceutical companies, particularly companies like ours without product revenues and earnings, have been highly volatile and may continue to be highly volatile in the future. This volatility has often been unrelated to the operating performance of particular companies. The following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of our common stock:

15•announcements of technological innovations or new products by us or our competitors;

•developments or disputes concerning patents or proprietary rights, including announcements of infringement, interference or other litigation against us or our potential licensees;

•developments involving our efforts to commercialize our products, including developments impacting the timing of commercialization;

-	~~announcements of technological innovations or new products by us or our competitors;~~

-	~~developments or disputes concerning patents or proprietary rights, including announcements of infringement, interference or other litigation against us or our potential licensees;~~

-	~~developments involving our efforts to commercialize our products, including developments impacting the timing of commercialization;~~

-	~~actual or anticipated fluctuations in our operating results;~~

-	~~changes in financial estimates or recommendations by securities analysts;~~

-	~~developments involving corporate collaborators, if any;~~

-	~~changes in accounting principles; and~~

-	~~the loss of any of our key management personnel.~~

•actual or anticipated fluctuations in our operating results;

•changes in financial estimates or recommendations by securities analysts;

•developments involving corporate collaborators, if any;

•changes in accounting principles; and

•the loss of any of our key management personnel.

In the past, securities class action litigation has often been brought against companies that experience volatility in the market price of their securities. Whether or not meritorious, litigation brought against us could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect our business, operating results and financial condition.

We do not anticipate paying dividends on our classes of common stock and, accordingly, stockholders must rely on stock appreciation for any return on their investment.

We have never declared or paid cash dividends on our common stock and do not expect to do so in the foreseeable future. The declaration of dividends is subject to the discretion of our board of directors and limitations under applicable law, and will depend on various factors, including our operating results, financial condition, future prospects and any other factors deemed relevant by our board of directors. You should not rely on an investment in our company if you require dividend income from your investment in our company. The success of your investment will likely depend entirely upon any future appreciation of the market price of our common stock, which is uncertain and unpredictable. There is no guarantee that our common stock will appreciate in value.

We expect that our ~~quarterly~~ results of operations will fluctuate, and this fluctuation could cause our stock price to decline.

Our quarterly and yearly operating results are likely to fluctuate in the future. These fluctuations could cause our stock price to decline. The nature of our business involves variable factors, such as the timing of the research, development and regulatory pathways of our product candidates, which could cause our operating results to fluctuate.

~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~Risks Related to this Offering

~~This prospectus contains forward-looking statements. The forward-looking statements are contained principally~~Purchasers in the ~~sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion~~offering will suffer immediate dilution.

If we sell shares of our Class A common stock in future financings, stockholders may experience immediate dilution and, ~~Analysis~~as a result, our stock price may decline.

We may from time-to-time issue additional shares of ~~Financial Condition~~common stock at a discount from the current market price of our Class A common stock. As a result, our stockholders would experience immediate dilution upon the purchase of any shares of our Class A common stock sold at such discount. In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt securities, preferred stock or Class A common stock. If we issue Class A common stock or securities convertible into Class A common stock, our Class A common stockholders would experience additional dilution and, ~~Results~~as a result, our stock price may decline.

The issuance of ~~Operations” and “Business.” These statements relate~~warrants in this offering will cause you to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, butexperience additional dilution if those warrants are ~~not limited to, statements about:~~

-	our lack of revenues, history of operating losses, bankruptcy, limited cash reserves and ability to draw on our Purchase Agreement with Lincoln Park or obtain other capital to develop and implement our business strategies and grow our business, and continue as a going concern;

-	~~our ability to execute our strategy and business plan regarding growth, acquisitions, and focusing on our strategy of Drivers, Stabilizers, and Facilitators;~~

-	~~the success, progress, timing and costs of our efforts to evaluate or consummate various strategic acquisitions, collaborations, and other alternatives if in the best interests of our stockholders;~~

-	~~our ability to timely source adequate supply of our development products from third-party manufacturers on which we depend;~~

-	~~the potential, if any, for future development of any of our present or future products;~~

-	~~our ability to identify and develop additional uses for our products;~~

-	~~our ability to attain market exclusivity and/or to protect our intellectual property and to operate our business without infringing on the intellectual property rights of others;~~

-	the ability of our Board of Directors to influence control over all matters put to a vote of our stockholders, including elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction; and

-	~~the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing.~~

exercised.

In ~~some cases,~~addition to the shares of Class A common stock we are issuing in this offering, we are also issuing an equal number of Warrants. The Warrants being issued in conjunction with this offering are exercisable for an equal number of shares of our common stock. If the holders of the Warrants exercise their Warrants, you ~~can identify these statements by terms~~will experience dilution at the time they exercise their Warrants.

We are also offering a warrant to the representative of the underwriters in this offering that is exercisable for 8% of the securities sold in this offering, excluding shares of common stock from units sold pursuant to the over-allotment option, if any. If the representative of the underwriters exercises this unit purchase option, you will experience additional dilution. If the representative of the underwriter exercises its unit purchase over-allotment option, you will experience additional dilution.

Warrants are speculative in nature.

The Warrants offered pursuant to this prospectus do not confer any rights of Class A common stock ownership on their holders, such as ~~“anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would”~~voting rights or the ~~negative~~right to receive dividends, but rather merely represent the right to acquire shares of ~~those terms,~~our Class A commons stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Class A common stock and ~~similar expressions~~pay an exercise price of $_____, prior to five (5) years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. Moreover, following this offering, the market value of the Warrants is uncertain and there can be no assurance that ~~convey uncertainty~~the market value of ~~future events~~the Warrants will equal or ~~outcomes. These forward-looking statements reflect~~exceed their public offering price. There can be no assurance that the market price of the Class A common stock will ever equal or exceed the exercise price of the Warrants, and, consequently, whether it will ever be profitable for holders of the warrants to exercise the Warrants.

The Common Warrants and Pre-Funded Warrants will not be listed or quoted on any exchange.

There is no established public trading market for the Common Warrants or the Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Common Warrants or the Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system, including Nasdaq. Without an active market, the liquidity of the Common Warrants and the Pre-Funded Warrants will be limited.

Except as otherwise provided in the Common Warrants and Pre-Funded Warrants, holders of Common Warrants and Pre-Funded Warrants purchased in this offering will have no rights as stockholders until such holders exercise their Common Warrants or Pre-Funded Warrants and acquire our ~~management’s beliefs~~Class A common stock.

Except as otherwise provided in the Common Warrants and ~~views~~Pre-Funded Warrants, until holders of Common Warrants and Pre-Funded Warrants acquire our Class A common stock upon exercise of the Common Warrants and Pre-Funded Warrants, holders of Common Warrants and Pre-Funded Warrants will have no rights with respect to ~~future events~~

our Class A common stock underlying such Common Warrants and ~~are based on estimates and assumptions as~~Pre-Funded Warrants. Upon exercise of the Common Warrants or Pre-Funded Warrants, the holders will be entitled to exercise the rights of a holder of our Class A common stock only as to matters for which the record date occurs after the exercise date.

This is a best efforts offering; no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business.

AGP has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. AGP has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this ~~prospectus~~offering. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, Placement Agent fees and are subject to risks and uncertainties. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information availableproceeds to us ~~as of the date of this prospectus,~~are not presently determinable and ~~while we believe such information forms a reasonable basis for such statements, such information~~ may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. We discuss many ofsubstantially less than the ~~risks associated with the forward-looking statements~~maximum amounts set forth in this prospectus in greater detail under the heading “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors,prospectus. We may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

You should carefully read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualifysell fewer than all of the ~~forward-looking statements~~securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this ~~prospectus by these cautionary statements.~~

~~Except as~~offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. Thus, we may not raise the amount of capital we believe is required ~~by law, we expressly disclaim~~for our business and may need to raise additional funds, which may not be available or available on terms acceptable to us. Despite this, any ~~obligation or intention to update these forward-looking statements publicly, or to update~~proceeds from the ~~reasons actual results could differ materially from those anticipated in any forward-looking statements, whether as a result~~sale of ~~new information, future events or otherwise.~~

~~Any forward-looking statement made~~securities offered by us will be available for our immediate use, and because there is no escrow account and no minimum offering amount in this ~~prospectus is based only on information currently available~~offering, investors could be in a position where they have invested in us, but we are unable to ~~us and speaks only as~~fulfill our objectives due to a lack of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by applicable law.interest in this offering.

DETERMINATION OF MARKET PRICE

The ~~selling stockholder~~Selling Stockholders will ~~determine~~offer shares of our Class A common stock at ~~what price it may sell~~ the ~~offered shares, and such sales may be made at~~ prevailing market prices or at privately negotiated prices. ~~See “Plan~~

The offering price of ~~Distribution”~~shares of our Class A common stock by the Selling Stockholders does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value.

Our Class A common stock may not trade at the market prices in excess of the offering prices for ~~more information.~~Class A common stock in any public market, will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for our Class A common stock.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by Lincoln Park. We will receive no proceeds from the sale of shares of common stock by Lincoln Park in this offering.

~~We may receive up to $10,000,000 in aggregate gross proceeds under the Purchase Agreement from any sales we make to Lincoln Park pursuant~~With respect to the ~~Purchase Agreement after~~sales of the ~~date of this prospectus. We~~Units, we estimate that the net proceeds to us ~~from the sale of our common stock to Lincoln Park pursuant to the Purchase Agreement~~ will be ~~up to~~ approximately ~~$9,500,000 over an approximately 36-month period, assuming that we sell~~$___ million, after deducting the ~~full amount~~estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also receive proceeds upon the exercise of ~~our common stock that we have~~ the ~~right, but not~~Common Warrants which are part of the ~~obligation, to sell to Lincoln Park under~~Units (to the ~~Purchase Agreement, and after other estimated fees and expenses. See “Plan~~extent the registration statement of ~~Distribution” elsewhere in~~which this prospectus ~~for more information.~~

is a part is then effective and, if applicable, the cashless exercise provision is not utilized by the holder). No assurances can be given that any of such Warrants will be exercised.

We ~~currently~~ intend to use the estimated net proceeds we receive under the Purchase Agreement in the following order of priority: (i) Paying off liabilities incurred in connection with business acquisitions through the date of this Prospectus; (ii) Paying off long-term liabilities; (iii) payment of other acquisition expenses; and (iv) for general working capital and general corporate purposes.

~~Our management will have significant discretion and flexibility in applying~~ the net proceeds from the ~~Purchase Agreement. Pending the application~~offering of the ~~net~~Units and from any exercises of the Warrants for general corporate purposes and working capital, research and development, and repayment of certain outstanding debt. The Company intends to use the proceeds ~~as described above, we intend~~for the repayment of the convertible Senior Promissory Note (the “Senior Note”) issued to ~~invest~~Mast Hill Fund L.P. in June 2023. The Senior Note bears annual interest of 12% and is currently scheduled to mature on June 29, 2024. The Senior Note proceeds were used for general corporate purposes and working capital.

We will receive none of the ~~net~~ proceeds from the sale of the Class A common stock by the Selling Stockholders in ~~high-quality, short-term, interest-bearing securities.~~this offering. We may receive proceeds upon the exercise of any of the warrants held by the Selling Stockholders (to the extent the registration statement of which this prospectus is a part is then effective and, if applicable, the cashless exercise provision is not utilized by the holder). Any proceeds will be used for general corporate and working capital or for other purposes that the Board of Directors, in their good faith, deems to be in the best interest of the Company. No assurances can be given that any of such Warrants will be exercised.

~~DIVIDEND POLICY~~

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Price of Our Class A Common Stock

Our Class A common stock trades on The Nasdaq Capital Market under the symbol “ALPP.”

Holders

As of the date of this ~~Prospectus,~~prospectus, we had never declared or paid a cash dividend. Our Board of Directors may elect to declare and pay a cash dividend in the future. As of the date of this Prospectus, we had declared and issued a dividend of shares of our Class C Common Stock to the holders of our Class A Common Stock. Our Board of Directors may elect to declare and pay other similar dividends in the future.

~~LINCOLN PARK TRANSACTION~~

~~General~~

On January 16, 2020, we entered into the Purchase Agreement and the Registration Rights Agreement with Lincoln Park. Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase from us up to $10,000,000 of our Class A common stock (subject to certain limitations) from time to time during the term of the Purchase Agreement. Pursuant to the terms of the Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act the shares that have been or may be issued to Lincoln Park under the Purchase Agreement.

Pursuant to the terms of the Purchase Agreement, at the time we signed the Purchase Agreement and the Registration Rights Agreement, we issued 2,275,086 Commitment Shares to Lincoln Park as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement. Additionally, immediately following the execution of the Purchase Agreement and Registration Rights Agreement, Lincoln Park purchased 1,666,666 shares of our common stock (the “Initial Purchase Shares”) at a per share price of $0.15.

We do not have the right to commence any sales to Lincoln Park under the Purchase Agreement until certain conditions set forth in the Purchase Agreement, all of which are outside of Lincoln Park’s control, have been satisfied, including the registration statement that includes this prospectus being declared effective by the SEC, which we refer to as the Commencement. Thereafter, we have the right, but not the obligation, to direct Lincoln Park to purchase up to 1,000,000 Purchase Shares on any single business day from and after the Commencement, which amount may be increased up to 1,250,000 shares, 1,500,000 shares, or 1,750,000 shares, depending on the market price of our common stock at the time of sale, subject to a maximum of [$1,000,000] per purchase.

In addition, upon notice to Lincoln Park, we may, from time to time and at our sole discretion, direct Lincoln Park to purchase additional shares of our common stock in “accelerated purchases,” “additional accelerated purchases” and/or “additional purchases” as set forth in the Purchase Agreement. The purchase price per share is based on the market price of our common stock at the time of sale as computed under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement.

~~Purchase of Shares Under the Purchase Agreement~~

~~Regular Purchases~~

Under the Purchase Agreement, on any business day selected by us, we may direct Lincoln Park to purchase up to 1,000,000 shares of our Class A common stock, which we refer to as the Regular Purchase Share Limit, on such business day (the “Purchase Date”) in a regular purchase (a “Regular Purchase”), provided, however, that (i) the Regular Purchase Share Limit may be increased to up to 1,250,000 shares, provided that the closing sale price is not below $0.30 on the applicable Purchase Date, (ii) the Regular Purchase Share Limit may be increased to up to 1,500,000 shares, provided that the closing sale price is not below $0.40 on the applicable purchase date, and (iii) the Regular Purchase Share Limit may be increased to up to 1,750,000 shares, provided that the closing sale price is not below $0.50 on the applicable Purchase Date. In each case, the maximum amount of any single Regular Purchase may not exceed $1,000,000 per purchase. The Regular Purchase Share Limit is subject to proportionate adjustment in the event of a reorganization, recapitalization, non-cash dividend, stock split or other similar transaction; provided, that if after giving effect to such full proportionate adjustment, the adjusted Regular Purchase Share Limit would preclude us from requiring Lincoln Park to purchase common stock at an aggregate purchase price equal to or greater than $150,000 in any single Regular Purchase, then the Regular Purchase Share Limit will not be fully adjusted, but rather the Regular Purchase Share Limit for such Regular Purchase shall be adjusted as specified in the Purchase Agreement, such that, after giving effect to such adjustment, the Regular Purchase Share Limit will be equal to (or as close as can be derived from such adjustment without exceeding) $1,000,000.

~~The purchase price per share for each such Regular Purchase will be equal to 95% of the lower of:~~

-	~~the lowest sale price for our common stock on the purchase date of such shares; and~~

-	the arithmetic average of the three lowest closing sale prices for our common stock during the 12 consecutive business days ending on the business day immediately preceding the purchase date of such shares.

~~Accelerated Purchases~~

On any Purchase Date on which the last closing trade price of the Company’s common stock is not below $0.05 per share and the Company has directed Lincoln Park to purchase the full Regular Share Purchase Limit, the Company also has the right, in its sole discretion, to direct Lincoln Park to purchase an amount of stock (an “Accelerated Purchase”) equal to up to the lesser of (i) two times the number of shares purchased pursuant to such Regular Purchase; and (ii) 30% of the aggregate shares of the Company’s common stock traded during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the business day immediately following the Purchase Date (the “Accelerated Purchase Date). The purchase price per share for each such Accelerated Purchase will be equal to 93% of the lesser of:

-	~~the volume weighted average price of the Company’s common stock during the applicable period on the applicable Accelerated Purchase Date; and~~

-	~~the closing sale price of the Company’s common stock on the applicable Accelerated Purchase Date.~~

In addition, the Company may also direct Lincoln Park on any business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder have been properly delivered to Lincoln Park in accordance with the Purchase Agreement, to purchase an amount of stock (the “Additional Accelerated Purchase”) equal to up to the lesser of (i) two times the number of shares purchased pursuant to the corresponding Regular Purchase; and (ii) 30% of the aggregate number of shares of the Company’s common stock traded during a certain portion of the normal trading hours on the applicable Accelerated Purchase date as determined in accordance with the Purchase Agreement (such period of time on the applicable Accelerated Purchase date, the “Additional Accelerated Purchase Measurement Period”). Additional Accelerated Purchases will be equal to 93% of the lesser of:

-	~~the volume weighted average price of the Company’s common stock during the applicable Additional Accelerated Purchase Measurement Period on the applicable Accelerated Purchase date; and~~

-	~~the closing sale price of the Company’s common stock on the applicable Accelerated Purchase date.~~

In the case of the Accelerated and Additional Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.

Other than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park.

~~Events of Default~~

~~Events of default under the Purchase Agreement include the following:~~

-	the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;

-	~~suspension by our principal market of our common stock from trading for a period of one business day;~~

-	the de-listing of our common stock from the OTCQB Exchange, our principal market, provided our common stock is not immediately thereafter trading on the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the NYSE American, the NYSE Arca, the OTC Bulletin Board or the OTCQX (or nationally recognized successor thereto);

-	~~the failure of our transfer agent to issue to Lincoln Park shares of our common stock within three business days after the applicable date on which Lincoln Park is entitled to receive such shares;~~

-	any breach of the representations or warranties or covenants contained in the Purchase Agreement or Registration Rights Agreement that has or could have a material adverse effect on us and, in the case of a breach of a covenant that is reasonably curable, that is not cured within five business days;

-	~~any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; or~~

-	~~if at any time we are not eligible to transfer our common stock electronically.~~

Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the events of default set forth above. During an event of default, all of which are outside of Lincoln Park’s control, we may not direct Lincoln Park to purchase any shares of our common stock under the Purchase Agreement.

~~Our Termination Rights~~

We have the unconditional right, at any time, for any reason and without any payment or liability to us, to give notice to Lincoln Park to terminate the Purchase Agreement. In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of any party.

~~No Short-Selling or Hedging by Lincoln Park~~

Lincoln Park has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior to the termination of the Purchase Agreement.

~~Prohibitions on Variable Rate Transactions~~

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement other than a prohibition on entering into a “Variable Rate Transaction,” as defined in the Purchase Agreement.

~~Effect of Performance of the Purchase Agreement on Our Stockholders~~

All 14,000,000 shares registered in this offering which have been or may be issued or sold by us to Lincoln Park under the Purchase Agreement are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold over a period of up to 36 months commencing on the date that the registration statement including this prospectus becomes effective and other conditions set forth in the Purchase Agreement are met. The sale by Lincoln Park of a significant amount of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock to Lincoln Park, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares, Lincoln Park may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to Lincoln Park under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Lincoln Park may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any additional sales of our shares to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct Lincoln Park to purchase up to $10,000,000 of our common stock, exclusive of the 2,275,086 Commitment Shares issued to Lincoln Park on the date of the Purchase Agreement and the 1,666,666 Initial Purchase Shares. Depending on the price per share at which we sell our common stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $10,000,000 total commitment available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares of our common stock, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Lincoln Park under this prospectus is dependent upon the number of shares we direct Lincoln Park to purchase under the Purchase Agreement. The Purchase Agreement prohibits us from issuing or selling to Lincoln Park under the Purchase Agreement any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park, would exceed the Beneficial Ownership Cap.

~~The following table sets forth the amount of gross proceeds we would receive from Lincoln Park from our sale of shares to Lincoln Park under the Purchase Agreement at varying purchase prices:~~

Assumed Average
Purchase Price
Per Share

Number of
Registered
Shares to be
Issued if Full
Purchase ⁽¹⁾

Percentage of
Outstanding Shares
After Giving Effect to
the Issuance to
Lincoln Park ⁽²⁾

Gross Proceeds
from the Sale of
Shares to Lincoln
Park Under the
Purchase Agreement

$ 0.0500 10,058,248 8.33 % $ 502,912.40
$ 0.0756 10,058,248 8.33 % $ 760,403.55
$ 0.25 10,058,248 8.33 % $ 2,514,562.00
$ 0.50 10,058,248 8.33 % $ 5,029,124.00
$ 0.75 10,058,248 8.33 % $ 7,543,686.00
$ 1.00 9,750,000 8.10 % $ 9,750,000.00

~~(1)~~	Although the Purchase Agreement provides that we may sell up to $10,000,000 of our common stock to Lincoln Park, we are only registering 14,000,000 shares under this prospectus which represents: (i) 2,275,086 Commitment Shares and the 1,666,666 Initial Purchase Shares that we already issued to Lincoln Park as consideration for making the commitment under the Purchase Agreement, and (ii) an additional 10,058,248 shares which may be issued to Lincoln Park in the future under the Purchase Agreement, if and when we sell shares to Lincoln Park under the Purchase Agreement, and which may or may not cover all the shares we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share. As a result, we have included in this column only those shares that we are registering in this offering.

~~(2)~~	The denominator is based on 110,677,860 shares outstanding as of February 10, 2020, (which includes the 2,275,086 Commitment Shares and the 1,666,666 Initial Purchase Shares previously issued to Lincoln Park upon the execution of the Purchase Agreement), as adjusted to include the issuance of the number of shares set forth in the adjacent column which we would have sold to Lincoln Park, assuming the purchase price in the adjacent column. The numerator is based on the number of shares issuable under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column.

~~(3)~~	~~The closing sale price of our common stock on February 10, 2020.~~

~~DILUTION~~

The sale of our common stock to Lincoln Park pursuant to the Purchase Agreement will have a dilutive impact on our stockholders. In addition, the lower our stock price is at the time we exercise our right to sell shares to Lincoln Park, the more shares of our common stock we will issue to raise our desired amount of proceeds from the sale, and the greater the dilution to our existing stockholders.

The net tangible book value of our company as of September 30, 2019 was $(16,265,701) or approximately $(0.15) per share of common stock. Net tangible book value per share is determined by dividing the net tangible book value of our company (total tangible assets less total liabilities) by the number of outstanding shares of our common stock as of September 30, 2019.

After giving effect to the sale of 14,000,000 shares of common stock to Lincoln Park pursuant to the Purchase Agreement and assuming gross proceeds of approximately $1,010,404 from the sale of shares to Lincoln Park pursuant to the Purchase Agreement (based on the closing price of our common stock on February 10, 2020), our adjusted net tangible book value as of September 30, 2019 would have been $(15,255,297) or approximately $(0.11) per share. This represents an immediate increase in net tangible book value of approximately $0.04 per share to existing stockholders.

~~The hypothetical dilution calculation shown above is based on 131,228,111 shares of Class A, Class B, and Class C common stock issued and outstanding as of February 10, 2020, and excludes:~~

•	~~779,000 shares of common stock issuable upon exercise of stock options outstanding at a weighted-average exercise price of $.055 per share;~~

•	~~75,000 shares of common stock issuable upon exercise of warrants outstanding at a weighted-average exercise price of $4.25 per share;~~

•	~~6,566,667 shares of Class A common stock issuable upon conversion of $985,000 convertible debt outstanding at a conversion price of $0.15 per share; and~~

•	~~2,000,000 shares of our Class A common stock reserved for future issuance under our 2016 Stock Option and Stock Award Plan.~~

To the extent that outstanding options or warrants outstanding have been or may be exercised or other shares are issued upon conversion of outstanding convertible notes, investors purchasing our common stock in this offering may experience further dilution. In addition, we expect to raise additional capital to fund our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

~~Market Price of Our Common Stock and Related Stockholder Matters~~

~~Our common stock trades on the OTCQB Market under the symbol “ALPP.” The following table sets forth the range of high and low sales prices per share of our common stock during the periods shown.~~

2020 2019 2018
High Low High Low High Low

First Quarter $ 0.21 $ 0.074 $ 0.06 $ 0.02 $ 0.34 $ 0.112
Second Quarter $ 0.091 $ 0.006 $ 0.19 $ 0.050
Third Quarter $ 0.037 $ 0.008 $ 0.18 $ 0.06
Fourth Quarter $ 0.44 $ 0.013 $ 0.115 $ 0.05

PLEASE NOTE: Trading in the Company’s Class A common stock is limited, and as such, relatively small sales may have a disproportionately large impact on the trading price. The prices shown in the table above reflect the price fluctuations resulting from relatively low volume of trades.

~~Holders~~

~~As of February 10, 2020, we had 389~~372 registered holders of record of our Class A common ~~stock.~~stock based on 24,224,657 shares of our Class A ~~substantially greater~~common stock issued and outstanding, 9 registered holders of record of our Class B common stock based on 906,012 shares of our Class B common stock issued and outstanding, and 453 registered holders of record of our Class C common stock based on 1,528,460 shares of our Class C common stock issued and outstanding. This number does not include an indeterminate number of ~~holders~~stockholders whose shares are held by brokers in street name.

Dividend Policy

We have never paid or declared any cash dividends on our Class A common stock and do not anticipate paying cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the operation of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors. Accordingly, investors must rely on sales of their Class A common stock ~~are “street name” or beneficial holders, whose shares of record are held through banks, brokers, other financial institutions and registered clearing agencies.~~after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

BUSINESS

Company Background

~~We were~~Alpine 4 Holdings, Inc (“we”, “our”, “Alpine 4”, the “Company”) was incorporated under the laws of the State of Delaware on April 22, 2014. We are a publicly traded conglomerate that ~~is acquiring~~acquires businesses that fit into our disruptive ~~DSF~~ business model of Drivers, Stabilizers, and ~~Facilitators.~~Facilitators (“DSF”). At Alpine 4, we understand the nature of how technology and innovation can accentuate a business. Our focus is on how the adaptation of new technologies even in brick and mortar businesses can drive innovation. We also believe that our holdings should benefit synergistically from each other and that the ability to have collaboration across varying industries can spawn new ideas and create fertile ground for competitive advantages. ~~This unique perspective has culminated in the development of our Blockchain-enabled Enterprise Business Operating System called SPECTRUMebos.~~

As of the date of this ~~Prospectus,~~prospectus, we ~~were~~are a holding company that ~~owned six~~owns twelve operating subsidiaries: ~~ALTIA,~~

•A4 Corporate Services, LLC;

•Quality Circuit Assembly, Inc. ("QCA"); ~~American Precision Fabricators, Inc.;~~

•Morris Sheet Metal, ~~Corp;~~ Corp. ("MSM");

•JTD Spiral, Inc.;

•Excel Construction Services, LLC ("Excel");

•Vayu Aerospace Corp.;

•Thermal Dynamics International, Inc. ("TDI");

•Alternative Laboratories, LLC. ("Alt Labs");

•Identified Technologies, Corp. ("IDT");

•Elecjet Corp.;

•DTI Services LLC (doing business as RCA Commercial ("RCA")); and Deluxe Sheet Metal, Inc. (As discussed in more detail in our public filings, we previously had an additional subsidiary, Venture West Energy Services (formerly Horizon Well Testing, LLC). However, as of December 31, 2018, we discontinued operations on Venture West.)

•Global Autonomous Corp. ("GAC").

~~Business Strategy~~

~~What~~Who We ~~Do:~~

Are

Alexander Hamilton in his “Federalist paper ~~#11,”~~#11”, said that our adventurous spirit distinguishes the commercial character of America. Hamilton knew that our freedom to be creative gave American businesses a competitive advantage over the rest of the world. We believe that Alpine 4 also exemplifies this spirit in our subsidiaries and that our greatest competitive advantage is our highly diverse business structure combined with a culture of collaboration.

It is our mandate to grow Alpine 4 into a leading, multi-faceted holding company with diverse subsidiary holdings with products and services that not only benefit from one another as a whole, but also have the benefit of independence. This type of corporate structure is about having our subsidiaries prosper through strong onsite leadership while working synergistically with other Alpine 4 ~~holdings.~~subsidiaries. The essence of our business model is based around acquiring ~~business-to-business (B2B)~~B2B companies in a broad spectrum of industries via our DSF acquisition strategy ~~of DSF~~ (Drivers, Stabilizer, Facilitator). Our DSF business model (which is discussed ~~more~~further below) offers our shareholders an opportunity to own small-cap businesses that hold ~~defensible positions~~market share in their individual market space. Further, ~~Alpine 4’s~~we believe our greatest opportunity for growth exists in the smaller to middle-market operating companies with revenues between $5 to $150 million annually. In this target-rich environment, businesses generally sell at more reasonable multiples, presenting greater opportunities for operational and strategic improvements that have greater potential to enhance profit.

Driver, Stabilizer, Facilitator (DSF)

Driver: A ~~Driver~~“Driver” is a company that is in an emerging market or technology, that has enormous upside potential for revenue and profits, with a significant market opportunity to access. These types of acquisitions are typically small, brand new companies that need a structure to support their growth.

Stabilizer: ~~Stabilizers~~“Stabilizers” are companies that have sticky customers, consistent revenue and provide solid net profit ~~returns to Alpine 4.~~

returns.

Facilitators: ~~Facilitators~~“Facilitators” are our “secret ~~sauce.”~~sauce”. Facilitators are companies that provide a product or service that an Alpine 4 ~~sister company~~subsidiary can use as leverage to create a competitive advantage.

~~When~~We believe when you blend these categories ~~are blended~~ into a longer-term view of the business landscape, you can then begin to see the value-driving force that makes this a truly purposeful and powerful business ~~model becomes apparent. As stated earlier, we~~model. We believe ~~that~~ our greatest competitive advantage is our highly diversified business structure combined with a collaborative business culture, that helps ~~drive out~~mitigate competition in our markets by ~~bringing;~~bringing resources, planning, technology and capacity that ~~we feel that~~ our competitors simply ~~do not~~don’t have. ~~The~~We intend for DSF ~~model reshapes~~to reshape the environment that each subsidiary operates in by sharing and exploiting the resources each ~~company~~subsidiary has, thus giving them a competitive advantage over their ~~industry~~ peers.

23Diversification

~~How We Do It:~~

~~Optimization vs. Asset Producing~~

The process to purchase a perspective company can be long and arduous. During our due diligence period, we attempt to validate and determine three major points, not just the historical record of the company we are buying. Those three major points are what we call “The What is,” “The What Should Be,” and “The What Will Be.”

•	“The What Is” (TWI). TWI is the defining point of where a company is holistically in a myriad of metrics, including Sales, Finance, Ease of Operations, Ownership, and Customer Relations. Subsequently, this is usually the point where most acquirers stop in their due diligence. We look to define this position not just from a numbers standpoint, but also to determine how this perspective maps out to a larger picture of culture and business environment.

•	“The What Should Be” (TWSB). TWSB is the validation point of inflection where we use many data inputs to assess and determine whether TWI is out of the norm with competitors, and whether that data shows the potential for improvement.

•	~~“The What Will Be” (TWWB). TWWB is how we seek to identify the net results or what we call Kinetic Profit (KP) between the TWI and TWSB. The keywords are~~ ~~Kinetic Profit. KP is the profit waiting to be achieved by some form of action or as we call it, the Optimization Phase of acquiring a new company.~~

Optimization: During the Optimization Phase, we seek to root up employees with in-depth training on various topics. Usually, these training sessions include Profit and Expense Control, Production Planning, Breakeven Analysis, and Profit Engineering. However, the end gameOur goal is to ~~guide these companies to~~ become net profitable with the new debt burden placed on them post-acquisition; mitigate the loss of sales due to acquisition attrition (we typically plan on 10% of our customers leaving simply due to old ownership not being involved in the company any longer); potential replacement of employees that no longer wish to be employed post-acquisition; and other ancillary issues that may arise. The Optimization Phase usually takes 12-18 months post-acquisition, and a company can fall back into Optimization if it is stagnant or regresses in its training.

Asset Producing: Asset Producing is the ideal point where we want our subsidiaries to be. To become Asset Producing, subsidiary management must have completed prescribed training formats, proven they understand the key performance indicators (KPIs) that run their respective departments, and finally, the subsidiaries they manage must have posted a net profit for three consecutive months.

~~Diversification~~

~~It is our goal to help drive Alpine 4 into~~ a leading, multi-faceted holding company with subsidiaries that have diverse products and ~~services that not only benefit from one another~~services. We are structured as whole but also have the benefit of independence. This type of corporate structure is about having our subsidiaries prosper through strong onsite leadership, while working synergistically with other Alpine 4 holdings. Alpine 4 has been set up with a holding company ~~model,~~ with ~~Presidents~~management teams who will run each subsidiary ~~business, and Managers~~ with specific industry related ~~experience who, along with~~experience. Our CEO, Kent Wilson, ~~the CEO of Alpine 4,~~ will help guide our portfolio of ~~companies~~subsidiaries as needed. ~~Alpine 4~~We will work with our ~~Presidents and Managers~~management teams to ensure that our core principles of ~~Synergy, Innovation, Drive, Excellence~~synergy, innovation, drive, and excellence are implemented and internalized. Further, we plan to work with our ~~subsidiaries and~~ capital partners to provide the proper capital allocation and ~~to work to~~ make sure that each ~~business~~subsidiary is ~~executing~~operating at ~~high~~optimal levels.

In 2016, we saw the beginning of our plan for diversification take hold with the acquisition of ~~Quality Circuit Assembly, Inc. (“QCA”),~~QCA, when ~~Alpine 4~~we acquired 100% of QCA’s stock effective April 1, 2016. ~~Additional information relating to our acquisition of QCA can be found in our Current Report on Form 8-K, filed with the SEC on March 15, 2016.~~

~~In October 2016, we formed a new Limited Liability Company called ALTIA (Automotive Logic & Technology In Action) to create an independent subsidiary for Alpine 4’s 6~~^th ~~Sense Auto product and its BrakeActive product.~~

Effective, January 1, 2017, we acquired 100% of Venture West Energy Services (“VWES”) (formerly Horizon Well Testing, LLC). Additional information about the acquisition of VWES can be found below under “Recent Developments” and in our Current Reports on Form 8-K filed with the SEC on December 8, 2016, and January 13, 2017. Due to many different circumstances but primarily from the effects of the theft event that occurred in April 2017 on December 31, 2018, we discontinued operations on this company and will begin the liquidation of the VWES assets. In February 2019, VWES filed for Chapter 7 bankruptcy. As of March 31, 2019, VWES’ bankruptcy was completed.

In April 2018, we acquired 100% of American Precision Fabricators ~~(APF) Additional information relating to our acquisition of APF can be found in our Current Report on Form 8-K, filed with the SEC on April 10, 2018.~~(“APF”).

~~Effective~~On January 1, 2019, we purchased Morris Sheet Metal Corp., an Indiana corporation, JTD Spiral, Inc. a wholly owned subsidiary of MSM, an Indiana corporation, Morris Enterprises LLC, an Indiana limited liability company and Morris Transportation LLC, an Indiana limited liability company (collectively “Morris” or “MSM”).

~~And on~~On November 6, 2019, we completed our acquisition of Deluxe Sheet Metal, Inc., an Indiana corporation, ~~(“DSMI”),~~ DSM Holding, LLC, an Indiana limited liability company, ~~(“DHL”),~~ and the real estate assets of Lonewolf Enterprises, LLC, an Indiana limited liability company ~~(“LWE,” and collectively with DSMI and DHL, “DSM”~~(collectively “Deluxe”).

Starting in the first quarter of 2020, we also created additional subsidiaries to act as silo holding companies, organized by industries. These silo subsidiaries are A4 Construction Services, Inc. (“A4 Construction”), A4 Manufacturing, Inc. (“A4 Manufacturing”), and A4 Technologies, Inc. (“A4 Technologies”), A4 Aerospace Corporation (“A4 Aerospace”), and A4 Defense Services, Inc. (“A4 Defense Services”). All of these holding companies are Delaware corporations. Each is authorized to issue 1,500 shares of common stock with a par value of $0.01 per share, and the Company is the sole shareholder of each of these subsidiaries.

On February 21, 2020, the Company, through our subsidiary A4 Construction completed the acquisition of Excel Fabrication, LLC, an Idaho Limited Liability Company (“Excel”). Excel subsequently changed its name to Excel Construction Services, LLC.

On November 13, 2020, the Company and a newly formed and wholly owned subsidiary of the Company named ALPP Acquisition Corporation 1, Inc. a Delaware corporation (“Merger Sub 1”), entered into a merger agreement (the “IA Agreement”) with Impossible Aerospace Corporation, a Delaware corporation (“IA”), pursuant to which IA merged with and into Merger Sub 1 (the “IA Merger”). On November 12, 2020, the Company created

Merger Sub 1 and became its sole shareholder. Merger Sub 1 was created solely for the purpose of the IA Merger. The IA Merger closed on December 15, 2020.

On December 29, 2020, the Company and a newly formed and wholly owned subsidiary of the Company named ALPP Acquisition Corporation 2, Inc. a Delaware corporation (“Merger Sub 2”), entered into a merger agreement (the “Vayu Agreement”) with Vayu (US), Inc., a Delaware corporation (“Vayu”), pursuant to which Vayu merged with and into Merger Sub 2 (the “Vayu Merger”). On December 29, 2020, the Company created Merger Sub 2 and became its sole shareholder. Merger Sub 2 was created solely for the purpose of the Vayu Merger. The Vayu Merger closed on February 8, 2021.

In March 2021, we announced the combination of the operations of our subsidiaries Deluxe and MSM. Both companies will be under the Morris Sheet Metal brand. The Company’s management believes that the combination of these businesses will create a more harmonious relationship between the two companies. The combining of resources should empower Morris to strengthen its brand through its strategic banking relationship, eliminate duplicative and competitive interests, and expand its footprint beyond the Indiana home base.

On May 5, 2021, we acquired all of the outstanding shares of stock of TDI.

On May 10, 2021, we acquired all of the outstanding membership interests of KAI Enterprises, LLC, a Florida limited liability company, the sole asset of which was all of the outstanding membership interests of Alt Labs.

In June 2021, we announced the combination of our subsidiaries Impossible Aerospace (“IA”) and Vayu (US) to become Vayu Aerospace Corporation (“Vayu”). Our management believes that the combination of these subsidiaries will create a more harmonious relationship between the two companies. The combining of resources should empower Vayu to strengthen its brand through its strategic banking relationship, eliminate duplicative and competitive interests, and expand its footprint beyond the Michigan home base.

On October 20, 2021, the Company, and the Company’s subsidiary, A4 Aerospace, entered into a Stock Purchase Agreement with Identified Technologies Corporation, a Delaware corporation with foreign registration in Pennsylvania (“Identified Technologies”). Pursuant to the Stock Purchase Agreement, A4 Aerospace purchased all of the outstanding capital stock of Identified Technologies, a total of 6,486,044 shares (the “ITC Shares”). The total purchase price for the ITC Shares was $4,000,000 and was paid with 111,111 shares of the Company’s Class A common stock, issued to the IDT’s shareholders. Following the closing of the transaction, A4 Aerospace owned 100% of the capital stock of Identified Technologies.

On November 29, 2021, the Company, and a newly formed and wholly owned subsidiary of the Company named ALPP Acquisition Corporation 3, Inc. a Delaware corporation (“AC3”), entered into a merger agreement with Elecjet, a Delaware corporation and the three Elecjet shareholders. Pursuant to the Agreement, AC3 merged with and into Elecjet. AC3 was created solely for the purpose of the merger with Elecjet, and Elecjet was the surviving entity following the merger.

On December 9, 2021, the Company, and the Company’s subsidiary, A4 Technologies, entered into a Membership Interest Purchase Agreement with DTI Services Limited Liability Company (doing business as RCA Commercial Electronics), an Indiana limited liability company (“DTI”), Direct Tech Sales LLC, (also having an assumed business name of RCA Commercial Electronics), an Indiana limited liability company (“Direct Tech”), PMI Group, LLC, an Indiana limited liability company (“PMI”), Continu.Us, LLC, an Indiana limited liability company (“Continu.Us”), Solas Ray, LLC, an Indiana limited liability company (“Solas”), and the two individual owners of these entities. DTI, Direct Tech, PMI, Continu.Us, and Solas were referred to in the Membership Interest Purchase Agreement collectively as “RCA.” Pursuant to the Membership Interest Purchase Agreement, the Company acquired all of the outstanding membership interests of RCA.

In Q1 2022, we formed Global Autonomous Corporation (“GAC”) with several key employees and consultants. The Company owns 71.43% of the outstanding shares of stock of GAC.

As of the date of this prospectus, the Company is exploring additional acquisition and merger transactions.

Corporate Information

Alpine 4 maintains our corporate office located at 2525 E. Arizona Biltmore Circle, Suite 237, Phoenix, Arizona 85016. QCA rents a location at 1709 Junction Court #380 San Jose, California 95112. Morris Sheet Metal and JTD Spiral are located at 6212 Highview Dr, Fort Wayne, Indiana 46818. Excel Construction Services’ office and fabrication space are located at 297 Wycoff Cir, Twin Falls, Idaho 83301. Vayu has its headquarters at 3753 Plaza Drive, Ann Arbor, Michigan 48108. The headquarters for TDI are located at 14955 Technology Ct, Fort Myers, Florida 33912. Alt Labs has its headquarters at 4740 S. Cleveland Ave. Fort Myers, Florida 33907. Elecjet has its headquarters at 5935 W 84th St, Indianapolis, Indiana 46278. RCA Commercial Electronics has its headquarters at 5935 W 84th St, Indianapolis, Indiana 46278. Global Autonomous Corporation has its offices at 2525 E Arizona Biltmore Circle, Suite 237, Phoenix Arizona 85016.

Subsidiaries and Product Groups

At the core of our business strategy is our focus on scalable corporate platform solutions. We have built a strong portfolio of manufacturing, software, and energy driven businesses with a focus on long-term value creation.

~~Subsidiaries & Product Groups~~

~~As of the date of the filing of this Prospectus, we had~~ We have the following subsidiaries and product groups:

•Current Revenue Generators - This represents our subsidiaries that are currently generating revenue from operations (ordered from highest to lowest based on 2022 full year revenue).

◦RCA is engaged in the design and wholesale distribution/sale of commercial LED lighting and electronics such as televisions, mounting solutions, projectors and screens, audio equipment, digital signage, mobile audio and video systems, and all wire and connecting products throughout the United States of America. In May 2023, RCA amended and extended its licensing agreement for the RCA trademark to include additional product lines such as computer monitors, outdoor televisions, energy storage systems and batteries through December 2027.

◦MSM is a commercial sheet metal contractor and fabricator. MSM designs, fabricates, and installs dust collectors, commercial ductwork, kitchen hoods, industrial ventilation systems, machine guards, architectural work, water furnaces, for commercial construction projects. MSM is a licensed contractor and a member of the Sheet Metal & Air Conditioning Contractors' National Association (“SMACNA”).

◦JTD is a sister company to MSM and provides specialized spiral duct work to MSM clientele.

◦Deluxe is a commercial sheet metal contractor and fabricator. In 2021, Deluxe was operationally merged into MSM, with all new project work operating under the MSM brand.

◦QCA provides contract manufacturing solutions, custom design (unless the customer comes with their own design) and engineering and manufacturing services including PCB Assembly, Cable & Harness and Box Builds & Mechanical Assembly to customers such as Apple, Rivian, and Tesla. Our customers engage our services via strategic business partnerships. Our abilities encompass a wide variety of skills, beginning with prototype development and culminating in the ongoing manufacturing of a complete product or assembly. QCA provides turnkey solutions that are tailored around each customer's specific needs. QCA’s primary aim is to provide contract-manufacturing solutions to market leading companies within the industrial, scientific, instrumentation, military, medical and green industries. QCA’s manufacturing facility has been certified by Orion Registrar, who is accredited by the American National Standards Institute (“ANSI”) National Accreditation Board, with a AS9100D (Quality Management Systems - Requirements for Aviation, Space, and Defense Organizations) certification, ISO 13485 certified for medical devices, along with the U.S. federal government under its International Traffic in Arms Regulation (“ITAR”).

◦Alt Labs is a dietary and nutritional supplement contract manufacturer located in Southwest Florida. Our mission is to provide our clients with successful, cutting edge and effective supplements. We intend for our honest and transparent, solution-driven approach to the entire product development and manufacturing process to offer a refreshing alternative to current industry standards. Generally, Alt Lab’s customers provide the formula for the supplements they are contracted to make. However, Alt

Labs has the ability to assist customers in developing their formulas for certain supplements when requested by a customer. With over 17 independent production rooms, 2 pharmacy operations, and an excess of 5,000 kilograms of powder and liquid blending capacity, Alt Labs is uniquely positioned to service orders from 1,000 units to over 100,000 units. We believe we are experts in the product development cycle from concept and design to development and feasibility to efficient manufacturing and on-time delivery. We believe we offer unique, industry-leading sensory panel data to our customers to ensure that they receive the absolute best tasting products in the industry. Alt Labs manufacturing facilities have been certified cGMP (current Good Manufacturing Practice) as audited by the National Sanitation Foundation (“NSF”).

◦TDI is a fabricator and project management services company focusing on projects associated with the United States government, including the Department of Defense and Department of State. TDI specializes in managing complex projects, assets and infrastructure for its customers, including support and services for the engineering, design, logistics and installation of HVAC, Control and Electrical systems in government facilities inside and outside the United States.

◦Excel is an industrial construction company with customers in the food & beverage, dairy, mining, petrochemical, mineral, and ammonia refrigeration industries. Excel’s capabilities include a vast amount of field work including new fabrication, design build, installation, repairs, service, maintenance, turn arounds, down days planned or unplanned with quick and responsive teams for most any items required by the customer’s needs and demands.

•Early Stage Growth Subsidiaries - The below subsidiaries have only recently begun to generate small revenues from their operations. We believe they could represent revenue growth potential if we are able to secure the necessary contracts for each to support their operations.

◦Elecjet operates as an early stage manufacturer of electronic components, as well as a developer of new battery technologies including graphene and solid-state batteries. Elecjet currently has developed two forms of battery cells, a graphene-based lithium ion cell sold in the form of a ESS battery pack and the AX class of solid state batteries.

◦Identified Technologies is an early stage drone software company that provides geospatial and 3D data to customers in Construction, Oil/Gas, Mining, and Quarries. Customers capture the raw data on site with small Unmanned Aerial Systems and use automated software to convert the raw imagery to geospatial data. Identified Technologies can both enable customers to deploy their own drone departments, and deploy certified pilots to capture the data as a service.

◦Vayu’s mission is to solve the hardest and most critical logistics challenges, anywhere in the world. Vayu aims to set the standard and lead the market in safe, reliable, and affordable vertical take-off and landing (“VTOL”) aircrafts through its unmanned aerial vehicles. Vayu currently manufactures its line of drones with all airframes designed, engineered and manufactured in the Unites States. In the second half of 2022, Vayu signed a supplier agreement with All American Contracting Solutions that has the ability to create significant value for the company over the next four years. Vayu recently received its first purchase order via the supplier agreement for 10 G1 MKIII Fixed Wing UAV's for $5.25 million with delivery expected either later this year or early 2024.

UAV Supply Agreement

On October 26, 2022, our subsidiary Vayu Aerospace Corporation, entered into an Unmanned Aerial Vehicles Supply Agreement (the “UAV Agreement”) with All American Contracting Solutions, Inc., a Georgia Corporation (“All American”).

Pursuant to the UAV Agreement, All American agreed to purchase from Vayu up to 225 units of Vayu’s model G1 drones over a four-year period from January 2023 - December 2026. Specifically, Vayu agreed to manufacture and supply All American with the amount of Unmanned Aerial Vehicles (“UAVs”) as set forth on certain purchase orders to be submitted by All American. All American agreed to purchase 100% of its UAVs from Vayu directly,

and to not manufacture or purchase from any other third party during the term of the UAV Agreement. The parties agreed that payment for the UAVs would be made when orders were placed, according to the pricing set forth in the Agreement.

All American agreed that it would provide to Vayu a binding forecast of all of its needs for UAVs for the first calendar quarter of 2023, and a non-binding forecast for the remaining three quarters of 2023. All American will continue to provide a rolling forecast of its UAV requirements. Vayu agreed to maintain and follow quality control standards and testing programs consistent with applicable ISO regulatory standards, and that all UAVs delivered would conform to the specifications agreed to by the parties. Vayu further agreed that the UAVs would be manufactured in compliance with all applicable present and future orders, regulations, requirements and laws of any and all federal, state, provincial and local authorities and agencies. Vayu received its first purchase order from All American in July 2023 for $5.25 million with delivery expected to occur in Q4 2023 or Q1 2024.

Elecjet Batteries

In March 2022, Elecjet engaged the Battery Innovation Center (“BIC”) in Newberry, Indiana, with the purpose to provide independent third-party testing and verification of the specifications of certain of Elecjet’s AX class of solid-state batteries to show potential customers the capabilities of Elecjet’s solid-state batteries. The testing included puncture testing, folding/crumpling tests, and thermal heat tests. The AX Battery Class is a Ceramic Oxide solid-state battery and comes in the form of a 31Ah Solid-State Battery and a 10Ah Solid-State Battery. Elecjet engaged the BIC to perform several types of testing, ranging from verification of its charge capabilities, to energy density / power density, to induced failure point testing. The BIC tested two versions of the AX 31Ah the AX-01 and the AX-02. These two subclasses are designed for different market segments.

The results of the BIC showed that the AX-01 is an ultra-safe version that can withstand a variety of survivability use cases. The AX-01 has a slightly different material composition that enables its amazing survivability characteristics. The BIC confirmed that the AX-01 withstood being punctured, then folded, and finally crumpled while still holding a charge. The cell was then put through a temperature destruction test where the cell survived to a temperature of 410 degrees Fahrenheit (210 degrees Celsius). Details of the tests are described below:

•Nail Puncture Test: The AX-01 was punctured by a 3mm diameter nail. The nail was left inside the battery, purposely causing the battery to short, of which it did for over an hour while being suspended in the air. The battery's temperature fluctuated but would hover at around 98.6°F (37°C) near the end of the hour with a maximum measured temperature of 101.76°F (38.76°C). Subsequently, the battery was lowered back on to the metal surface for the nail to be removed and the battery quickly returned to room temperature. One amazing feature of the battery was that during the entirety of the test, the AX-01 was holding voltage and remained functional. Note: Traditional lithium batteries typically would instantly catch on fire and go into thermal runaway the moment the battery was punctured.

•Fold/Crumple Test: After the puncture test, the AX-01 was folded over its long side (AX-01 is a long rectangular shape) by a mechanical actuator. After it was folded to the point that both ends were touching each other, the battery was attempted to be folded over again by its short side. After being folded with as much force as the mechanical actuator could press out, the battery remained functional throughout the entire process and remained at room temperature. Note: Standard lithium batteries would normally catch on fire after being folded at even a small angle.

•Thermal Heat Test: The battery was placed in an oven and the oven would slowly and constantly increase in temperature to test the battery's heat exposure breaking point. The temperature of the battery was brought up to 428°F (220°C) before thermal runaway occurred creating a new BIC record. Once the battery eventually caught fire, the fire was unlike other thermal runaways where a battery spews a stream of fire from a concentrated point, but rather was much more contained to the surface area across the battery. Note: Typical lithium batteries would have a thermal runaway at 266°F (130°C) and the previous highest recorded temperature before thermal runaway on cells of similar capacity, with fielded chemistries, at the BIC was 302°F (150°C).

The BIC confirmed that the AX-01 measured a discharge energy of 111.41Wh at a C/2 rate (measured 31.70 Ah)). At a nominal volume of 0.17571 Liters for each cell and a nominal mass of 0.395 kg, this translates to 634Wh/L and 282Wh/kg of energy densities which are both dramatic improvements over current battery technology.

The AX-01 has a designed commercial cycle life of over 1,200 charge cycles. (Please note: this life cycle range was tested only in the Company’s laboratories, and we have not yet received results from the BIC, which generally takes several months to complete.)

The AX-02 is an energy dense cell that also has a high degree of survivability but trades some of the safety material features of the AX-01 for much higher power densities and higher life cycles.

The BIC confirmed that the AX-02 has the capability to charge at 4C. This means that the battery can fully charge in just 15 minutes. The AX-02 is also capable of 7C discharging and over 2,400 life cycles, both of which are currently in the process of being confirmed by the BIC.

The BIC also confirmed that the AX-02 measured a discharge energy of 113.213Wh at a C/2 rate (measured 31.4 Ah). At a nominal volume of 0.17571 Liters for each cell and a nominal mass of 0.395 kg, this translates to 644Wh/L and 287Wh/kg of energy densities which are both dramatic improvements over current battery technology.

Additionally, Elecjet has been exploring and has had discussions with different battery engineering firms, capital partners and consultants, in anticipation of bringing initial production of the Elecjet AX Class of batteries. Elecjet will initially target the United States for distribution. The Company has also taken an equity position in a battery design firm, and is exploring other strategic opportunities relating to production and design of the batteries in the United States.

Competition

Corporate

With respect to Alpine 4, as the parent holding company, in identifying, evaluating and selecting target businesses for initial business acquisitions or combinations, we may encounter intense competition from other entities having a business objective similar to ours, including private equity groups, leveraged buyout funds, and operating businesses seeking strategic business combinations. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the initial business combination of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Construction

The construction and maintenance industry is highly competitive and the markets in which we compete have numerous companies that provide similar services. Factors influencing our competitiveness include price, reputation for quality, ability to reduce customer costs, experience and expertise, financial strength, surety bonding capacity, knowledge of local markets and conditions, and customer relationships. Competitors tend to be regional firms that vary in size and depth of resources.

Manufacturing - QCA

We believe that the primary basis of competition in our targeted markets is manufacturing technology, quality, responsiveness, the provision of value-added services, and price. To remain competitive, we must continue to provide technologically advanced manufacturing services, maintain quality levels, offer flexible delivery schedules, deliver finished products on a reliable basis, and compete favorably on the basis of price.

The electronic manufacturing services industry is large and diverse and is serviced by many companies, including several that have achieved significant market share. Because of our market’s size and diversity, we do not typically compete for contracts with a discreet group of competitors. We compete with different companies depending on the type of service or geographic area. Certain of our competitors have greater manufacturing, financial, research and development, and marketing resources. We also face competition from current and prospective customers that evaluate our capabilities against the merits of manufacturing products internally.

Manufacturing - Alt Labs

We compete with other manufacturers, distributors and marketers of vitamins, minerals, herbs, and other nutritional supplements both within and outside the U.S. The nutritional supplement industry is highly competitive, and we expect the level of competition to remain high. Our ability to scale our business and grow our revenue depends on our ability to maintain the value and reputation of our brands in the face of this competition. The nutritional supplement industry is highly fragmented and competition for the sale of nutritional supplements comes from many sources. We do not believe it is possible to accurately estimate the total number or size of our competitors. The nutritional supplement industry has undergone some consolidation in the recent past and we expect that trend may continue in the near term. We seek to differentiate ourselves by being familiar with our clients and providing a personalized experience. We believe that none have effectively combined the product, personal coaching, education and the product access provided by our sales employees and, further, that these efforts are compounded by the peer pressure our clients generate through our organized group sales presentations.

We face intense competition from competitors that are larger, more established and that possess greater resources than we do, and if we are unable to compete effectively, we may be unable to gain sufficient market share to sustain profitability. If our competitors market nutritional supplement products that are less expensive, safer or otherwise more appealing than our current and potential products, or that reach the market before our current and potential products, we may not achieve operational or financial success. The market may choose to continue utilizing existing products for any number of reasons, including familiarity with or pricing of these existing products. The failure of any of our products to compete with products marketed by our competitors would impair our ability to generate revenue, which would have a material adverse effect on our future business, financial condition, results of operations, and cash flows.

Aerospace / Drones

There has been a proliferation of startups in the drone industry, driving fragmentation and lowering prices. We believe that this fragmentation does little to address the needs of users of drones or our future customers. We expect that as the industry grows, customers will ultimately rely on companies and platforms that consolidate solutions to unify the key categories of the drone industry. We expect competition in the drone industry, which is already intense, to increase as other companies enter the drone market, as customers’ requirements evolve, and as new products and technologies are introduced. Several of our competitors have greater name recognition, much longer operating histories, greater financial resources, more and better-established customer relationships, larger sales forces and significantly greater resources. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products than us, hampering our ability to successfully compete with respect to certain of these factors. Increased competition may lead to price cuts or the introduction of products available for free or at a nominal price, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share. We may not be able to compete successfully against current and future competitors, and our business, results of operations and financial condition may be harmed if we fail to meet these competitive pressures.

Electronics - RCA

We believe the principal competitive factors impacting the market for our devices are brand, price, features, quality, design, consumer service, time-to-market and availability. We believe that we compete favorably in these areas. The commercial electronics market in which we operate is highly competitive and includes large, well-established companies. Our Smart TVs face competition from large consumer electronics brands such as Amazon, Samsung, Sony, LG, Hisense, TCL and Onn, Walmart’s private-label brand.

Many of our existing and potential competitors enjoy substantial competitive advantages, such as:

•access to greater resources in connection with research and development, including regarding development of advertising solutions;

•the ability to more easily undertake extensive marketing campaigns;

•the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of devices and services;

•the ability to implement and sustain aggressive pricing policies;

•the ability to obtain favorable pricing or allocations of key components from manufacturers or suppliers, including LCD panels, which are supplied for our devices to a significant extent by affiliates of our competitors;

•the ability to exert significant influence on sales channels;

•broader distribution, including by selling devices internationally and more established relationships with customers;

•access to larger established customer base;

•access to greater resources to make acquisitions;

•the ability to rapidly develop and commercialize new technologies and services;

•the ability to bundle competitive offerings with other devices and services;

•the ability to cross-subsidize low-margin operations from their other higher-margin operations; and

•the ability to secure rights or partnerships to content, including exclusive content, that consumers may prefer over our content.

Electronics - Elecjet

The battery market is rapidly evolving and highly competitive. With the introduction of new technologies and the potential entry of new competitors into the market, we expect competition to increase in the future, which could harm our business, results of operations, or financial condition. Our prospective competitors include major manufacturers currently supplying the industry, automotive OEMs and potential new entrants to the industry. Major companies now developing batteries include Panasonic Corporation, Samsung SDI, Contemporary Amperex Technology Co. Limited, LG Energy Solutions, BYD Co. Limited and QuantumScape. They supply conventional lithium-ion batteries and in many cases are seeking to develop solid-state batteries, including potentially lithium-metal batteries. In addition, because of the importance of electrification, many automotive OEMs are researching and investing in solid-state battery efforts and, in some cases, in battery development and production. For example, Tesla, Inc. is building multiple battery gigafactories and potentially could supply batteries to other automotive OEMs, and Toyota Motors and a Japanese consortium have a multi-year initiative pursuing solid-state batteries.

A number of development-stage companies such as SES, Solid Power and Enovix are also seeking to improve conventional lithium-ion batteries or to develop new technologies for solid-state and/or lithium-metal batteries. Potential new entrants are seeking to develop new technologies for cathodes, anodes, electrolytes and additives. Some of these companies have established relationships and are in varying stages of development. We believe our ability to compete successfully with lithium-ion battery manufacturers and with other companies seeking to develop solid-state batteries will depend on a number of factors including battery price, safety, energy density, charge rate and cycle life, and on non-technical factors such as brand, established customer relationships and financial and manufacturing resources. Many of the incumbents have, and future entrants may have, greater resources than we have and may also be able to devote greater resources to the development of their current and future technologies. They may also have greater access to larger potential customer bases and have and may continue to establish

cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings.

We would be at a competitive disadvantage if our competitors bring their next generation devices and services to market earlier than we do, if their devices or services have lower prices, better features, more content (or more preferable content) or are more technologically advanced than ours, or if any of our competitors’ devices or services were to become preferred by customers. To the extent we are unable to effectively compete against our competitors for any of these reasons or otherwise, our business, financial condition and results of operations may be harmed.

Suppliers

The Company and its subsidiaries have a diverse supply chain including both domestic and international suppliers. The Company consistently analyzes and monitors its supplier concentration and make adjustments as necessary to minimize the concentration risk.

Government Regulation

The Company and our subsidiaries are subject to standard workspace governmental regulations including, but not limited to, Occupational Safety and Health Administration (“OSHA”) and Environmental Protection Agency (“EPA”) requirements for our facilities.

Our operations are subject to various federal, state and local laws and regulations including: (i) authorization from the FCC for operation in various licensed frequency bands; (ii) FAA regulations and approvals unique to the operation of commercial or industrial drones; (iii) customers’ licenses from the FCC; (iv) licensing, permitting and inspection requirements applicable to contractors, electricians and engineers; (v) regulations relating to worker safety and environmental protection; (vi) permitting and inspection requirements applicable to construction projects; (vii) wage and hour regulations; (viii) regulations relating to transportation of equipment and materials, including licensing and permitting requirements; (ix) building and electrical codes; and (x) special bidding, procurement and other requirements on government projects.

We believe we have the licenses materially required to conduct our operations, and we are in substantial compliance with applicable regulatory requirements. The operation of our manufactured products by our customers (network providers and service providers) in the U.S. or in foreign jurisdictions in a manner not in compliance with local law could result in fines, business disruption, or harm to our reputation. The changes to regulatory and technological requirements may also alter our product offerings, impacting our market share and business. Failure to comply with applicable regulations could result in substantial fines or revocation of our operating licenses or could give rise to termination or cancellation rights under our contracts or disqualify us from future bidding opportunities.

Further, our Alt Labs subsidiary is subject to oversight by the Food and Drug Administration (“FDA”) through Part 111 of the U.S. Food and Drug Act pertaining to Good Manufacturing Practices (“GMP”) for dietary supplements, and oversight by the Federal Trade Commission (“FTC”) for labeling regulations.

Patents & Proprietary Technology

The success of our business and technology leadership is supported by our proprietary technology. We rely upon a combination of patent, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary technologies. In addition, we seek to protect our intellectual property rights through nondisclosure and invention assignment agreements with our employees and consultants and through non-disclosure agreements with business partners and other third parties. As of July 31, 2023, we owned on an exclusive basis 2 US Patents. We have 4 US Patent Applications, 6 Provisional US Patent Applications. We also have 3 registered U.S. trademarks and 1 pending U.S. trademark application, and have licensed one portfolio of trademarks (RCA) as detailed in the table below:

•

~~ALTIA, LLC is an automotive technology company with several core product offerings.~~

Patent Title

Reference Number

Owner/Assignee

Application Date

Expiration Date

6th Sense Auto is a connected car technology that provides a distinctive and powerful advantage to management, sales, finance and service departments at automotive dealerships in order to increase productivity, profitability and customer retention. 6thSenseAuto uses disruptive technology to improve inventory management, reduce costs, increase sales, and enhance service.US Patents

Microprocessor controlled rechargeable brake light control circuit

US10807513B2

Alpine 4 Technologies, Ltd.

12/24/2038

Universal brake light control mechanism

oUS10894509B2

BrakeActive™ is a safety device that can improve a vehicle’s third brake light’s ability to greatly reduce or prevent a rear end collision by as much as 40%. According to a National Highway Traffic Safety Administration report issued in 2010, rear end collisions could be reduced by 90% if trailing vehicles had one additional second to react. The Company’s new programmable technology and device aims to provide this additional reaction time to trailing vehicles.Alpine 4 Technologies, Ltd.

1/17/2039

US Patent Applications

•Aircraft Battery Systems and Aircraft Including Same

Quality Circuit Assembly (“QCA”) - Since 1988, QCA has been providing electronic contract manufacturing solutions delivered to its customers via strategic business partnerships. Our abilities encompass a wide variety of skills, beginning with prototype development and culminating in the ongoing manufacturing of a complete product or assembly. Turnkey solutions are tailored around each customer's specific requirements. Conveniently located in San Jose, California, with close proximity to San Jose airport and all major carriers, QCA’s primary aim is to provide contract-manufacturing solutions to market leading companies within the industrial, scientific, instrumentation, military, medical and green industries.W02018058004A1
US20180086472A1

Impossible Aerospace Corp.

9/22/2017

Ultra-fast charging high-capacity phosphorene composite activated carbon material for battery application

US20230216035A1

Elecjet

1/3/2023

•Method of producing a graphene film

American Precision Fabricators (“APF”) – Based in Fort Smith, Arkansas, APF is a sheet metal fabricator that provides American made fabricated metal parts, assemblies and sub-assemblies to Original Equipment Manufacturers (“OEM”). The Company supplies several industries with fabricated parts that it creates in-house. It offers several production capabilities with its state-of-the-art machinery.US20230160087A1

Elecjet

11/20/2022

Provisional US Patent Applications

•A solid-state battery in-situ growth self-healing binder and its preparation method

Morris Sheet Metal (“MSM”) – Based in Fort Wayne, Indiana, MSM is a commercial sheet metal contractor and fabricator. MSM designs, fabricates, and installs dust collectors, commercial ductwork, kitchen hoods, industrial ventilation systems, machine guards, architectural work, water furnaces, and much more.Application #: 63/464,490

Alpine 4 Holdings, Inc.

5/5/2023

A self-healing conductive and thermally conductive binder for solid-state batteries and its preparation method

Application #: 63/464,486

Alpine 4 Holdings, Inc.

5/5/2023

•A pre-lithiated silicon cathode material and its preparation method

~~JTD Spiral (“JTD”) - Based in Fort Wayne, Indiana, JTD is a sister company to MSM and provides specialized spiral duct work to MSM clientele.~~Application #: 63/464,493

Alpine 4 Holdings, Inc.

5/5/2023

A pre-lithiated carbon anode material and its preparation method

Application #: 63/464,507

Alpine 4 Holdings, Inc.

5/5/2023

•A silver-plated carbon nanotube thermal conductive past and its preparation method

~~Deluxe Sheet Metal (“DSM”) – DSM is~~Application #: 63/464,511

Alpine 4 Holdings, Inc.

5/5/2023

A method for preparing a ~~company that has been in business for over 45 years, specializing in all aspects~~magnetron-sputtering lithium-plated material and the magnetron- sputtering lithium-plated material

Application #: 63/464,513

Alpine 4 Holdings, Inc.

5/5/2023

US Trademark Applications

Continu.us

97483597

Direct Tech Sales, LLC (RCA Commercial Electronics)

6/30/2022

US Trademark Registrations

Solas Ray

3989036

Direct Tech Sales, LLC (RCA Commercial Electronics)

Sensor Connect

6189189

Direct Tech Sales, LLC (RCA Commercial Electronics)

Elecjet

5443117

Elecjet Corp.

Licensed US and Canadian Trademarks

RCA

853565 (US)
TMA168402 (Canada)

Licensee: Direct Tech Sales, LLC (RCA Commercial Electronics)

Current license period expires at the end of Commercial and Industrial Sheet Metal installations. Servicing top research institutions like the University of Norte Dame and large companies like GE, DSM is the go-to company for complex thermal and HVAC design in their region.2027

2546

Recent Developments

Resignation of Chief Financial Officer

On March 21, 2023, Larry Zic, the Chief Financial officer of Alpine 4 Holdings notified us of his intent to resign as our Chief Financial Officer, effective March 31, 2023. Mr. Zic’s decision to resign arose from his desire to pursue other professional opportunities. Mr. Zic’s resignation was voluntary and did not arise from any disagreement on any matter relating to the operations, policies, or practices of the Company. Our Board of Directors accepted Mr. Zic’s resignation, effective March 31, 2023.

Appointment of new Chief Financial Officer

On May 30, 2023, our Board of Directors appointed Christopher Meinerz to serve as Chief Financial Officer of the Company. In his various roles, Mr. Meinerz has been involved with the raising of more than $1 billion of capital and has successfully completed a significant number of transactions, including initial public offerings, acquisitions, and divestitures.

Completion of 1-for-8 Reverse Stock Split; Reduction in Authorized Shares of Class A Common Stock

On May 12, 2023, a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation, as amended to date, of Alpine 4, filed with the Secretary of State of Delaware, took effect.

The Certificate of Amendment was filed to effect a one-for-eight (1-for-8) reverse split (the “Reverse Split”) of the shares of the Company’s the Class A, Class B, and Class C common stock, and to decrease the number of shares of Class A common stock from 295,000,000 shares to 200,000,000 shares (the “Class A Common Stock Decrease”).

The Reverse Split and the Class A Common Stock Decrease became effective on May 12, 2023. As a result of the Reverse Split, every 8 shares of the Company’s issued and outstanding Class A common stock automatically converted into one share of Class A common stock, without any change in the par value per share, and will begin trading on a post-split basis under the Company’s existing trading symbol, “ALPP,” when the market opens on May 15, 2023.

Additionally, every 8 shares of the Company’s issued and outstanding Class B common stock automatically converted into one share of Class B common stock, without any change in the par value per share, and every 8 shares of the Company’s issued and outstanding Class C common stock automatically converted into one share of Class C common stock, without any change in the par value per share.

The Reverse Split affected all holders of Class A, Class B, and Class C common stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares, as described below.

Holders of Class A, Class B, and Class C common stock were not required to take any action as a result of the Reverse Stock Split. Their accounts were automatically adjusted to reflect the number of shares owned.

A total of 180,037,350 shares of Class A common stock were issued and outstanding immediately prior to the Reverse Split, and approximately 22,504,669 shares of Class A common stock were issued and outstanding immediately after the Reverse Split. No fractional shares will be outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share.

Employees

As of the date of this ~~Prospectus,~~prospectus, we had ~~240~~476 full-time employees. We believe that our relationship with our employees is good. Other than as disclosed in this ~~Prospectus~~prospectus or previously filed with the SEC, we have no employment agreements with our employees.

PROPERTIES

Alpine 4 ~~Technologies, Ltd~~Holdings, Inc., maintains our corporate office in rented offices at 2525 E Arizona Biltmore Cir, Suite 237, Phoenix, Arizona 85016. The monthly rent obligation is approximately ~~$5,100~~$8,800 per ~~month.~~month with a lease expiration date of April 30, 2031.

Quality Circuit Assembly, Inc. rents a location at 1709 Junction Court #380, San Jose, California 95112. The monthly rent obligation is approximately ~~$27,500~~$47,000 per ~~month.~~

month under a month-to-month lease.

Quality Circuit Assembly has rents a location at 160 Great Oaks Boulevard, San Jose, California 95119. The monthly rent obligation is approximately $49,000 per month with a lease expiration date of March 31, 2034.

~~American Precision Fabricators,~~Quality Circuit Assembly Central, rents a property at 4401 Savannah St., Fort Smith, Arkansas 72903 for ~~$15,833~~$17,000 per ~~month.~~month with a lease expiration date of December 31, 2037.

~~Deluxe~~Morris Sheet Metal - South Bend (“MSM SB”) rents space at 6661 Lonewolf Dr, South Bend, Indiana 46628. The rent obligation is approximately ~~$75,000~~$81,000 per ~~month.~~

month with a lease expiration date of October 31, 2034 along with a space at 109 Garst Street, South Bend, Indiana 46601. The monthly rent obligation is approximately $2,000 with a lease expiration date of January 31, 2024. During the year ended December 31, 2021, MSM SB began operating out of the Morris Sheet Metal Fort Wayne (“MSM FW”) location upon the merger of MSM SB and MSM FW.

MSM FW and JTD Spiral rent office and fabrication space at 6212 Highview Dr, Fort Wayne, Indiana 46818. The monthly rent obligation is approximately ~~$26,000.~~$27,000 with a lease expiration date of January 31, 2034.

Excel Construction Services rents office and fabrication space at 297 Wycoff Cir, Twin Falls, Idaho 83301. The monthly rent obligation is approximately $19,000 with a lease expiration date of February 28, 2035.

Vayu (US) has its headquarters at 3753 Plaza Drive, Ann Arbor, Michigan 48108. The monthly rent obligation is approximately $16,000 with a lease expiration date of July 31, 2025.

Alt Labs rents the building of its headquarters at 4740 S Cleveland Ave, Fort Myers, Florida 33907. The monthly rent obligation is approximately $69,000 with a lease expiration date of June 30, 2037.

Thermal Dynamics International rents space at 14955 Technology Court, Fort Myers, Florida 33912. The monthly rent obligation is approximately $22,000 with a lease expiration date of September 30, 2027.

DTI Services Limited Liability Company (RCA) rents office and warehouse space at 5935 W. 84th Street, Indianapolis, Indiana 46278. The monthly rent obligation is approximately $34,000 with a lease expiration date of February 28, 2025.

~~LEGAL PROCEEDINGS.~~

LEGAL PROCEEDINGS

~~Kevin Cannon et al. v. Alpine 4 Technologies Ltd.~~Alan Martin Lawsuit

In August 2020, in a matter relating to our former subsidiary Horizon Well Testing, LLC (“Horizon”), ~~Jeff Hail, et al, Arizona Superior Court, Maricopa County, Cas No. CV2017-055699. On October 4, 2017, Kevin Cannon and Michelle Hanby, individually and on behalf of It’s a Date LLC and Brake Plus NWA, Inc.,~~the Company filed a lawsuit in the United States District Court, District of Arizona ~~Superior~~(Case No.2:20-cv-01679-DJH), against Alan Martin, the seller of Horizon dba Venture West Energy Services, LLC (“VWES”). The Company brought suit seeking to avoid the claimed liability due from the Company to Alan Martin, for the Company’s 2017 purchase of Mr. Martin’s business, Horizon. On summary judgment, the court found that the Company’s claim was barred by a time-limiting clause for indemnification claims. The Company disagreed with the court’s ruling and planned to appeal. Mr. Martin filed a counterclaim in which he claimed that he remains unpaid on the promissory note, as modified, under which the Company purchased Horizon. The note balance alleged to have a principal sum due of $3.3 million, plus interest at 8% accruing from 2019 to present, plus late fees accruing at $575 per day. After confidential mediation before Hon. Eileen Willett, United States Magistrate Judge for the United States District Court ~~Maricopa~~for the District of Arizona, the parties settled their dispute on acceptable terms. The Company and Mr. Martin agreed to a settlement agreement whereby Mr. Martin will receive the following: $100,000 payable on or before August 3, 2023; 250,000 shares of Class A common stock issued immediately; $2,000,000 payable on or before October 31, 2023 and a $1,800,000 note payable with monthly payments of $75,000 beginning on December 1, 2023 with a final payment of $900,000 payable on or before December 1, 2024.

As of the date of this prospectus, 250,000 shares of Class A common stock have been issued to Mr. Martin.

Robert Porter Lawsuit

In August 2021, in a matter relating to Horizon, Robert Porter filed a lawsuit in the District Court of Oklahoma County, State of Oklahoma (CJ-2021-3421), alleging unjust enrichment and breach of contract with respect to shares of Company that Mr. Porter claims were owed to him pursuant to his employment contract with the Company as President of Horizon. In October 2021, the Company filed its answer denying such claims. In October 2021, the Company also filed counterclaims against Mr. Porter for conversion and breach of fiduciary duties. The Company believes this is a frivolous lawsuit and as such, no accrual has been recorded.

VWES Lawsuit

In October 2021, in a matter relating to Horizon, the Company received three complaints in the District Court of Oklahoma Country State of Oklahoma from former VWES employees Bruce Morse (CJ-2021-4316), Brian Hobbs (CJ-2021-4315), Thomas Karraker (CJ-2021-4314) for unjust enrichment, and breach of contract with respect to their employment contracts with Horizon. On January 19, 2022, the Company filed answers to all three lawsuits that denied these claims. The Company believes these are frivolous lawsuits. In July 2022, the Company and ~~several other defendants, including Jeff Hail,~~Mr. Morse settled his claims against the Company. The settlement included the cash payment of $24,375 for Mr. Morse's claimed 4,688 shares of Class A common stock, and subsequently Mr. Morse’s case has been dismissed. Subsequently, Mr. Hobbs and Mr. Karraker have also expressed interest in settling claims on similar terms, and negotiations were ongoing as of the date of this prospectus. As no formal settlement offer has been extended, no accrual has been recorded.

Gatehouse Lawsuit

In June 2022, in a matter relating to the Company’s ~~Sr. Vice President. The claim against~~subsidiaries, DTI Services Limited Liability Company and Direct Tech Sales, LLC (doing business as RCA, the Company ~~alleged tortious interference~~received a complaint filed in the Superior Court of Marion County State of Indiana (CAUSE NO. 49D01-2203-PL-006662) by Gatehouse, LLC (“Gatehouse”), a supplier of PPP gloves for resale by RCA, seeking payment of $213,000 for supplied goods that RCA has good reason to believe are counterfeit, and thus unsalable. RCA has answered the complaint and asserted counterclaims of fraud and breach of contract. After a long delay in prosecution of the case by Gatehouse, motion practice has begun in this matter, however no scheduling, hearings, or trial date has yet been set as of the date of this prospectus.

Mark Bell Lawsuit

In November 2022, the Company, and its subsidiaries Excel and A4 Construction, received a complaint filed by Mr. Mark Bell in the district court of Idaho (CV42-22-4066) with regard to the Company’s February 2020 purchase of Excel Fabrication LLC (“Excel”) from Mr. Bell. The matter relates to the lack of payment on a $2.3 million seller note comprising part of the purchase consideration. In December 2022 the Company counter-sued Mr. Bell for breach of contract, fraud, and misrepresentation in the February 2020 sale of Excel to the Company. The case is set for trial in June of 2024.

Starr Corporation Arbitration

In December 2022, the Company’s subsidiary Excel received a demand for binding arbitration (AAA Case No. 01-22-0004-9935) by Starr Corporation of Idaho (“Starr Corporation”), a contractor for whom Excel was performing as sub-contractor. Excel stopped its work for Starr Corporation' pursuant to its claimed contract right of termination based on Starr Corporation’s failure to make payment within the contracted period for work satisfactorily performed. Starr Corporation claims that Excel’s termination was wrongful, and seeks approximately $0.5 million, reflecting its costs in having to complete work that was called for under the contract. Excel is seeking a determination that its termination was rightful under the terms of the contract, and in addition seeks payment on its unpaid billing submittals and additional costs. Arbitration hearings are scheduled to commence in April 2024. As no formal settlement offer has been extended, no accrual has been recorded.

State University of New York at Stonybrook Lawsuit

In February 2023, we learned that a complaint was brought in the State of New York against Vayu in 2019 (prior to the Company’s ownership of Vayu) seeking a refund for two returned airframes. The case had originally been dismissed for lack of jurisdiction but was revived by virtue of New York’s highest court ruling (State of New York v Vayu, APL-2021-00148) that the State’s long arm statute applied to the 2016 transaction between Vayu and the State University of New York at Stonybrook. Total damages sought by the State of New York are less than $100,000, including interest and costs. In light of the decision by the Court of Appeals to return the case to the trial courts for adjudication, the Company has expressed its wish to settle the matter and is currently awaiting the State of New York's response to the Company's response including the possibility of the State providing information useful to the Company should it wish to subsequently seek redress from the previous owners of Vayu.

Kevin Thomas Lawsuit

In May 2023, Mr. Kevin Thomas, who sold Alternative Laboratories, LLC to the Company in May of 2021, sued the Company, and its subsidiaries Alt Labs and A4 Manufacturing, in the State circuit court for Collier County Florida (Case Number 23-CA-1981), alleging that the Company failed to deliver shares of the Company as promised by the terms of the purchase agreement. Additionally Mr. Thomas claimed that an amount of $610,000 in Employee Retention Credits was received by the Company and that portion representing the credit attributed to the 1st and 2nd quarters of 2021 (prior to the May 4th, 2021 date of sale), should be remitted to him rather than retained by the Company. The Company ~~brought a motion to dismiss the Complaint for failure to state a claim on which relief could be granted. The Court permitted the plaintiffs to amend their~~believes that Mr. Thomas’ complaint ~~which they did. The Company has filed another motion dismiss the Complaint for failure to state a claim on which relief could be granted. Following negotiations with the plaintiffs,~~is wholly without merit, and the Company is in the process of answering the complaint and ~~the plaintiffs moved for dismissal of the Company. On January 28, 2019, the court dismissed all claims against the Company with prejudice.~~

~~Venture West Bankruptcy Proceedings~~

In February 2019, Venture West Energy Services (“VWES”) (formerly Horizon Well Testing, LLC) filed for bankruptcy protection under Chapter 7 of the bankruptcy laws. As of March 31, 2019, VWES’s bankruptcy was completed.considering possible motions and counterclaims.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~There~~The following discussion and analysis of the results of operations and financial condition of Alpine 4 Holdings, Inc. should be read in conjunction with our Consolidated Financial Statements and the notes to those Consolidated Financial Statements that are ~~statements~~included elsewhere in this ~~Prospectus~~prospectus. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are not historical facts. These "forward-looking statements" can be identified by use of terminology such as "believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy" and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Report carefully, especially the risks discussed under "Risk Factors." Although management believes that the assumptions underlying the forward looking statements included in this Prospectus are reasonable, they do not guarantee our future performance, and actualforward-looking. See “Cautionary Statement Regarding Forward-Looking Statements” above. Actual results could differ ~~from those contemplated by these forward looking statements. The assumptions used for purposes~~materially because of the ~~forward-looking statements specified~~factors discussed in ~~the following information represent estimates of future events and are subject to uncertainty as to possible changes~~“Risk Factors” elsewhere in ~~economic, legislative, industry,~~this prospectus, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extentfactors that ~~the assumed events do~~we may not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Prospectus will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We expressly disclaim any obligation or intention to update or revise any forward-looking statements.know.

Overview and Highlights

~~Company Background~~

Alpine 4 ~~Technologies Ltd. (the "Company")~~Holdings, Inc. was incorporated under the laws of the State of Delaware on April 22, 2014. ~~Alpine 4 Technologies, Ltd (ALPP) is~~We are a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of Drivers, Stabilizers, and Facilitators. At Alpine 4, we understand the nature of how technology and innovation can accentuate a business. Our focus is on how the adaptation of new technologies even in brick and mortar businesses can drive innovation. We also believe that our holdings should benefit synergistically from each other and that the ability to have collaboration across varying industries can spawn new ideas and create fertile ground for competitive advantages. ~~This unique perspective has culminated in the development of our Blockchain enabled Enterprise Business Operating System called SPECTRUMebos.~~

As of the date of this Prospectus, the Company was a holding company that owned six operating subsidiaries: ALTIA, LLC; Quality Circuit Assembly, Inc.; American Precision Fabricators, Inc.; Morris Sheet Metal, Corp; JTD Spiral, Inc.; and Deluxe Sheet Metal. (As discussed in more detail below, we previously had an additional subsidiary, Venture West Energy Services (formerly Horizon Well Testing, LLC). However, as of December 31, 2018, we discontinued operations on this company.)

~~Business Strategy~~

~~Alpine 4's strategy is to provide Fortune 500-level execution strategies in its subsidiary companies and market segments to businesses and companies that have the most to benefit from this access.~~

Alpine 4 feels this opportunity exists in smaller middle market operating companies with revenues between $5 to $150 million. In this target rich environment, businesses generally sell at more reasonable multiples, presenting greater opportunities for operational and strategic improvements and have greater potential for growth. Implementation of our strategy within our holdings is accomplished by the offering of strategic and tactical MBA-level training and development, delivered via the following modules:

•	~~Alpine 4 Mini MBA program; and~~

•	An Alpine 4 developed ERP (Enterprise Resource Planning system) and collaboration system called SPECTRUMebos. SPECTRUMebos is an Enterprise Business Operating System (ebos). This system will combine the key technology software components of Accounting and Financial Reporting, an Enterprise Resource Planning System (ERP), a Document Management System (DMS), a Business Intelligence (BI) platform and a Customer Resource Management (CRM) hub which will be tethered to management reporting and collaboration toolsets. Management believes that these tools will help drive real-time information in two directions: first, to the front lines by empowering customer-facing stakeholders; and second, back to management for planning, problem solving, and integration. Management believes that SPECTRUMebos will be the technology "secret sauce" in managing our portfolio of companies and, in time, may be offered to external customers.

~~Business Seasonality and Product Introductions~~

Following the acquisition of the Quality Circuit Assembly, Inc., VWES and APF, the Company expects to experience higher net sales in its third and fourth quarters compared to other quarters in its fiscal year Each company has varying seasonality to their sales and will be reflected in the financial statements.

~~Going Concern~~

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had accumulated a deficit of $28,520,094 as of December 31, 2018. The Company requires capital for its contemplated operational and marketing activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. Our net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful. Our financial statements contain additional note disclosures describing the management's assessment of our ability to continue as a going concern.

The management of Alpine 4 understands basis for including a going concern in this filing. However, the management points out that over the past 4 years, Alpine 4 has consistently been able to operate under the current working capital environment and the going concern is nothing new or a recent event. In order to mitigate the risk related with the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the acquisitions of QCA, VWES, and APF have allowed for an increased level of cash flow to the Company. Second, the Company is considering other potential acquisition targets that, like QCA, should increase income and cash flow to the Company. Third, the Company plans to issue additional shares of common stock for cash and services during the next 12 months and has engaged professional service firms to provide advisory services in connection with that capital raise.

Results of Operations ~~– Year ended December 31, 2018~~

The following are the results of our operations for the year ended December 31, ~~2018 as compared to 2017.~~

Year Ended December 31,
2018

Year Ended December 31,
2017
$ Change

Revenue $ 14,261,794 $ 8,318,016 $ 5,943,778
Cost of revenue 9,440,998 5,907,421 3,533,577
Gross Profit 4,820,796 2,410,595 2,410,201

Operating expenses:
General and administrative expenses 5,470,148 2,814,111 2,656,037
Total operating expenses 5,470,148 2,814,111 2,656,037
Loss from operations (649,352 ) (403,516 ) (245,836 )

Other expenses
Interest expense 3,121,201 1,262,493 1,858,708
Change in value of derivative liabilities (604,219 ) 126,054 (730,273 )
Gain on extinguishment of debt (6,305 ) 0 (6,305 )
Other (income) (119,737 ) (246,895 ) 127,158
Total other expenses 2,390,940 1,141,652 1,249,288

Loss before income tax (3,040,292 ) (1,545,168 ) (1,495,124 )

Income tax expense (43,399 ) (258,392 ) 214,993

Loss from continuing operations (2,996,893 ) (1,286,776 ) (1,710,117 )

Discontinue operations (4,911,124 ) (1,710,644 ) (3,200,480 )

Net loss $ (7,908,017 ) $ (2,997,420 ) $ (4,910,597 )

~~Revenue~~

~~Our revenues for the year ended December 31, 2018, increased by $5,943,778~~2022, as compared to the year ended December 31, ~~2017. In 2018,~~2021.


	Year Ended December 31, 2022		Year Ended December 31, 2021		$ Change
Revenues, net	$	104,563,002	$	51,640,813	$	52,922,189
Costs of revenue	82,848,600		43,942,815		38,905,785
Gross Profit	21,714,402		7,697,998		14,016,404

Operating expenses:
General and administrative expenses	37,531,794		27,987,920		9,543,874
Research and development	876,542		1,464,918		(588,376)
Impairment loss of intangible asset and goodwill	—		367,519		(367,519)
Gain on sale of property	(5,938,150)		—		(5,938,150)
Total operating expenses	32,470,186		29,820,357		2,649,829
Loss from operations	(10,755,784)		(22,122,359)		11,366,575

Other income (expenses)
Interest expense	(3,124,132)		(3,289,233)		165,101
Gain on extinguishment of debt	—		803,079		(803,079)
Gain on forgiveness of debt	—		3,896,108		(3,896,108)
Impairment loss on equity investment	—		(1,350,000)		1,350,000
Other income	270,609		635,526		(364,917)
Total other income (expenses)	(2,853,523)		695,480		(3,549,003)

Loss before income tax	(13,609,307)		(21,426,879)		7,817,572

Income tax benefit	(733,994)		(1,943,741)		1,209,747

Net loss	$	(12,875,313)	$	(19,483,138)	$	6,607,825

Revenues

Revenues were $104,563,002 for the year ended December 31, 2022, an increase of $52,922,189, compared to revenues of $51,640,813 for the year ended December 31, 2021. The increase in revenue is related to ~~$2,744,022~~an increase of $38,638,161 for RCA, $1,215,772 for Alt Labs, $6,016,168 for TDI, and $2,505,905 for QCA ~~$3,104,791~~primarily due to 2022 being the first full year of operations for ~~APF which did not exist in 2017,~~RCA, Alt Labs and ~~$94,965 relating to the 6~~^th ~~Sense Auto and Brake Active services~~IDT, while QCA experienced organic growth.

Costs of ~~ALTIA. The increase in~~revenue

Cost of revenue was driven by the continued growth of QCA through the acquisition of new customers and expanded business with existing customers, as well as the acquisition of APF. We expect our revenue to continue to grow during the next year.

~~Cost of revenue~~

~~Our cost of revenue~~$82,848,600 for the year ended December 31, ~~2018, increased by $3,533,577 as~~2022, an increase of $38,905,785, compared to cost of revenue of $43,942,815 for the year ended December 31, ~~2017. In 2018, the~~2021. The increase in our cost of revenue is related to $1,602,387 for QCA, $2,026,716 for APF which did not exist in 2017, and $(95,526) for ALTIA services and other. The increase in cost of revenue among all the different segments was the result of the increase in revenues. We expect our cost of revenue to increase over the next year as our revenue increases.

~~Operating expenses~~

Our operating expenses for the year ended December 31, 2018, increased by $2,656,037 as compared to the year ended December 31, 2017. The increase consisted primarily of an increase to general and administrative expenses of was the result of increased operating activity resulting from the acquisition of APF during the second quarter of 2018 which did not exist in 2017.

~~Other expenses~~

~~Other expenses for the year ended December 31, 2018, increased by $1,249,288 as compared to 2017. This increase was primarily due~~ to an increase ~~in interest expense due to the issuance~~ of ~~new convertible debentures offset by the change in the fair value of our derivative liability.~~

~~Discontinued operations~~

~~In December 2018, we decided to shut down the operations of our VWES subsidiary. In February 2019, VWES filed~~$28,336,699 for ~~Chapter 7 bankruptcy. As of March 31, 2019, VWES’ bankruptcy was completed.~~

~~VWES has been presented as discontinued operations in the accompanying consolidated financial statements.~~

~~The operating results~~RCA, $2,622,282 for ~~VWES have been presented in the accompanying consolidated statement of operations~~Alt Labs; $3,570,074 for ~~the years ended December 31, 2018~~TDI; and ~~2017 as discontinued operations and are summarized below:~~

Years Ended
December 31, December 31,
2018 2017
Revenue $ 3,040,458 $ 1,773,474
Cost of revenue 2,974,313 2,288,815
Gross Profit 66,145 (515,341 )
Operating expenses 5,045,078 890,856
Loss from operations (4,978,933 ) (1,406,197 )
Other income (expenses) 67,809 (304,447 )
Net loss $ (4,911,124 ) $ (1,710,644 )

~~Results of Operations – Three Months Ended September 30, 2019~~

~~The following are the results of our operations for the three months ended September 30, 2019, as compared to the three months ended September 30, 2018.~~

Three Months
Ended
September 30,
2019

Three Months
Ended
September 30,
2018
$ Change

Revenue $ 7,088,182 $ 4,342,203 $ 2,745,979
Cost of revenue 5,311,323 2,119,913 3,191,410
Gross Profit 1,776,859 2,222,290 (445,431 )

Operating expenses:
General and administrative expenses 1,739,867 2,387,092 (647,225 )
Total operating expenses 1,739,867 2,387,092 (647,225 )
Income (loss) from operations 36,992 (164,802 ) 201,794

Other income (expenses)
Interest expense 698,844 701,114 (2,270 )
Change in value of derivative liabilities (3,389,116 ) 1,012,743 (4,401,859 )
Other (income) (77,918 ) (55,949 ) (21,969 )
Total other income (expenses) (2,768,190 ) 1,657,908 (4,426,098 )

Loss before income tax 2,805,182 (1,822,710 ) 4,627,892

Income tax expense - - -

Income (loss) from continuing operations 2,805,182 (1,822,710 ) 4,627,892

Discontinue operations - (1,051,916 ) 1,051,916

Net income (loss) $ 2,805,182 $ (2,874,626 ) $ 5,679,808

R~~evenue~~

Our revenues for the three months ended September 30, 2019, increased by $2,745,979 as compared to the three months ended September 30, 2018. In 2019, the increase in revenue related to, $3,820,472 for Morris (acquired in January 2019) offset by a decrease of $233,794 for APF; $183,234 relating to the 6th Sense Auto and Brake Active services of ALTIA and $657,465$2,346,823 for QCA. ~~The increase in revenue was driven by the acquisition of Morris. We expect our revenue to continue to grow over the remainder of the year.~~

~~Cost of revenue~~

Our cost of revenue for the three months ended September 30, 2019, increased by $3,191,410 as compared to the three months ended September 30, 2018. In 2019, the increase in our cost of revenue related to $3,117,797 for Morris (acquired in January 2019); $184,531 for APF and $24,562 relating to the 6th Sense Auto and Brake Active services of ALTIA; offset by a decrease of $135,480 for QCA. The increase in cost of revenue is principally the result of the increase in revenues as described above. We expect our cost of revenue to increase over the next year as our revenue increases.

~~Operating expenses~~

Our operating expenses for the three months ended September 30, 2019, decreased by $647,225 as compared to the three months ended September 30, 2018. The decrease consisted primarily a decrease in general and administrative expenses at APF offset by additional general and administrative expenses associated with the operations of Morris which were acquired in January 2019.

~~Other income (expenses)~~

Other income (expenses) for the three months ended September 30, 2019, increased by $4,426,098 as compared to 2018. This increase was primarily due to the change in the value of the derivative liability.

D~~iscontinued operations~~

~~In December 2018, we decided to shut down the operations of our VWES subsidiary. In February 2019, VWES filed for Chapter 7 bankruptcy. As of March 31, 2019, VWES’ bankruptcy was completed.~~

~~VWES has been presented as discontinued operations in the accompanying consolidated financial statements.~~

The operating results for VWES have been presented in the accompanying consolidated statement of operations for the three months ended September 30, 2019 and 2018 as discontinued operations and are summarized below:

Three Months Ended
September 30,

2019 2018
Revenue $ - $ 452,966
Cost of revenue - 369,222
Gross Profit - 83,744
Operating expenses - 1,169,913
Loss from operations - (1,086,169 )
Other income (expenses) - 34,253
Net loss $ - $ (1,051,916 )

As of September 30, 2019, VWES’ bankruptcy was completed and the Company removed all the assets and liabilities of VWES resulting in a gain on the disposition of discontinued operations of $2,515,028.

~~The following are the results of our operations for the nine months ended September 30, 2019, as compared to the nine months ended September 30, 2018.~~

Nine Months
Ended
September 30,
2019

Nine Months
Ended
September 30,
2018
$ Change

Revenue $ 20,690,014 $ 10,570,032 $ 10,119,982
Cost of revenue 15,542,194 6,478,090 9,064,104
Gross Profit 5,147,820 4,091,942 1,055,878

Operating expenses:
General and administrative expenses 5,509,996 4,255,035 1,254,961
Total operating expenses 5,509,996 4,255,035 1,254,961
Loss from operations (362,176 ) (163,093 ) (199,083 )

Other expenses
Interest expense 2,736,968 1,642,562 1,094,406
Change in value of derivative liabilities 689,369 766,718 (77,349 )
Gain on extinguishment of debt - (6,305 ) 6,305
Other (income) (206,681 ) (173,608 ) (33,073 )
Total other expenses 3,219,656 2,229,367 990,289

Loss before income tax (3,581,832 ) (2,392,460 ) (1,189,372 )

Income tax expense - - -

Loss from continuing operations (3,581,832 ) (2,392,460 ) (1,189,372 )

Discontinue operations 2,419,849 (1,720,538 ) 4,140,387

Net loss $ (1,161,983 ) $ (4,112,998 ) $ 2,951,015

R~~evenue~~

Our revenues for the nine months ended September 30, 2019, increased by $10,119,982 as compared to the nine months ended September 30, 2018. In 2019, the increase in revenue related to, $1,763,064 for APF (acquired in April 2018), and $9,561,843 for Morris (acquired in January 2019) offset by a decrease of $405,391 relating to the 6th Sense Auto and Brake Active services of ALTIA and $799,534 for QCA. The increase in revenue was driven by the acquisitions of APF and Morris. We expect our revenue to continue to grow over the remainder of the year.

~~Cost of revenue~~

Our cost of revenue for the nine months ended September 30, 2019, increased by $9,064,104 as compared to the nine months ended September 30, 2018. In 2019, the increase in our cost of revenue related to $32,158 for QCA, $1,399,133 for APF (acquired in April 2018), and $7,814,224 for Morris (acquired in January 2019) offset by a decrease of $181,411 relating to the 6th Sense Auto and Brake Active services of ALTIA. The increase in cost of revenue among all the different segments was the result of the increase in revenues as

described above. ~~We expect~~Further, we have improved our ~~cost~~gross margin percentage as we have implemented operational efficiencies at our newly acquired business.

Operating expenses

Operating expenses were $32,470,186 for the year ended December 31, 2022, an increase of ~~revenue~~$2,649,829, compared to ~~increase over the next year as our revenue increases.~~

~~Operating expenses~~

~~Our~~ operating expenses of $29,820,357 for the ~~nine~~year ended December 31, 2021. The increase in our operating expenses is related to an increase of $7,675,515 for RCA (full year of operations, acquired December 2021), a decrease of $895,571 for Alt Labs; an increase of $654,020 for TDI; and an increase of $882,348 for QCA. This was offset by a gain on sale of property of $5,938,150 largely due to a gain on the sale of the Alt Labs building in Fort Myers, Florida.

Other income (expense)

Other incomes (expense) was $(2,853,523) for the year ended December 31, 2022, a decrease of $3,549,003, compared to other income (expense) of $695,480 for the year ended December 31, 2021. This decrease was primarily due to $4.7 million related to the gain on forgiveness & extinguishment of debt from 2021 that did not repeat.

Results of Operations

The following are the results of our operations for the three months ended ~~September 30, 2019, increased by $1,254,961~~March 31, 2023, as compared to the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2022.


	Three Months Ended March 31,
	2023		2022		$ Change
Revenue	$	24,361,713	$	25,592,154	$	(1,230,441)
Cost of revenue	19,145,257		19,954,697		(809,440)
Gross Profit	5,216,456		5,637,457		(421,001)

Operating expenses:
General and administrative expenses	10,243,023		9,201,682		1,041,341
Research and development	113,906		191,930		(78,024)
Total operating expenses	10,356,929		9,393,612		963,317
Loss from operations	(5,140,473)		(3,756,155)		(1,384,318)

Other income (expenses)
Interest expense	(998,870)		(608,961)		(389,909)
Gain on extinguishment of debt	—		—		—
Gain on forgiveness of debt	—		—		—
Other income	43,200		32,719		10,481
Total other income (expense)	(955,670)		(576,242)		(379,428)

Loss before income tax	(6,096,143)		(4,332,397)		(1,763,746)

Income tax expense	(327,000)		(332,837)		5,837

Net loss	$	(5,769,143)	$	(3,999,560)	$	(1,769,583)

Revenue

Revenues were $24,361,713 for the quarter ended March 31, 2023, a decrease of $1,230,441, compared to revenues of $25,592,154 for the quarter ended March 31, 2022. This decrease is primarily driven by a decrease of revenue of $1.8 million within A4 Technologies - RCA and $0.5 million within A4 Technologies - ElecJet due to slowdowns in electronic sales offset by small increases in revenue across the majority our other segments primarily $0.4 million within A4 Manufacturing - Alt Labs, $0.3 million within A4 Defense - TDI, and $0.4 million within all others due to organic growth.

Cost of revenue

Cost of revenue was $19,145,257 for the quarter ended March 31, 2023, a decrease of $809,440, compared to cost of revenue of $19,954,697 for the quarter ended March 31, 2022. This decrease is driven by the decrease in revenue as our gross profit margin remained consistent at 22% year-over-year.

Operating expenses

Operating expenses were $10,356,929 for the quarter ended March 31, 2023, an increase of $963,317, compared to operating expenses of $9,393,612 for the quarter ended March 31, 2022. This increase is primarily driven by an increase in professional fees incurred as a result of services performed related to the 2021 restated financials and 2022 annual 10-K report.

Other income (expense)

Other income (expense) was $(955,670) for the quarter ended March 31, 2023, an increase of $379,428, compared to other income (expense) of $(576,242) for the quarter ended March 31, 2022. The increase ~~consisted primarily of an increase to general and administrative expenses associated~~is driven by higher interest expense on the new debt along with the ~~operations of APF and Morris which were acquired in April 2018 and January 2019, respectively.~~

~~Other expenses~~

~~Other expenses~~continued higher interest rate environment for the nine months ended September 30, 2019, increased by $990,289 as compared to 2018. This increase was primarily due to the increase in interest expense due to the increase in outstanding debt in 2019 compared to 2018 and the amortization of debt discounts.

~~Discontinued operations~~

~~In December 2018, we decided to shut down the operations of~~ our ~~VWES subsidiary. In February 2019, VWES filed for Chapter 7 bankruptcy. As of March 31, 2019, VWES’ bankruptcy was completed.~~

~~VWES has been presented as discontinued operations in the accompanying consolidated financial statements.~~

The operating results for VWES have been presented in the accompanying consolidated statement of operations for the nine months ended September 30, 2019 and 2018 as discontinued operations and are summarized below:

Nine Months Ended
September 30,

2019 2018
Revenue $ - $ 2,938,441
Cost of revenue - 2,489,273
Gross Profit - 449,168
Operating expenses 95,179 2,267,843
Loss from operations (95,179 ) (1,818,675 )
Other income (expenses) - 98,137
Net loss $ (95,179 ) $ (1,720,538 )

variable rate debt.

Liquidity and Capital Resources

We have financed our operations since inception from the sale of common stock, capital contributions from stockholders, and from the issuance of notes payable and convertible notes payable. We expect to continue to finance our operations from our current operating cash flow and by the selling shares of our common stock and or debt instruments. In the first quarter of 2021, we raised approximately $55.0 million through the sale of our common stock in public and private transactions. On November 26, 2021, a direct offering of common stock was issued raising $22.0 million in cash. In July 2022, the Company raised $9.2 million in net cash through the sale of warrants and an additional $1 million in August 2022 when a portion of these warrants were exercised.

In April and May 2020, the Company received seven loans under the Paycheck Protection Program of the U.S. Coronavirus Aid, Relief and Economic Security (“CARES”) Act totaling $3,896,108. The loans had terms of 24 months and accrued interest at 1% per annum. The Company paid $88,160 for the loan assumed in connection with the IA acquisition, and the remaining $356,690 was forgiven. The remaining ten loans were forgiven in whole as provided in the CARES Act during the year ended December 31, 2021. The Company also assumed an Economic Injury Disaster Loan (EIDL) of $65,000 in connection with the Vayu acquisition, which was still outstanding as of December 31, 2022.

Management expects to have sufficient working capital for continuing operations from either the sale of its products or through the raising of additional capital through private offerings of our ~~securities.~~securities and improved cash flows from operations including the 2021 acquisitions. The Company also has bank lines of credit totaling $33.0 million as of December 31, 2022. Of the $33.0 million, $3.8 million was unused as of December 31, 2022. There are two lines of credit that are set to mature during 2023. These two line of credits total $8.0 million, of which $7.5 million was used as of December 31, 2022, and are shown as a current liability on the consolidated balance sheet. Additionally, the Company is monitoring additional businesses to acquire which management hopes will provide additional operating revenues to the Company. There can be no guarantee that the planned acquisitions will close or that they will produce the anticipated revenues on the schedule anticipated by management.

The Company also may elect to seek ~~bank~~additional financing, ~~or to~~ engage in debt financing through a placement ~~agent. If~~agent, or sell shares of its common stock in public or private offering transactions.

Liquidity Outlook

The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued.

In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses and negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. While the Company experienced a loss for the year ended December 31, 2022, of $12.9 million, and had a negative cash flow used in operations of $19.6 million, this was an improvement over the same period last year, for the year ended December 31, 2021, when there was a net loss of $19.5 million had a negative cash flow used in operations of $25.4 million.

The Company received a total of approximately $10.2 million in 2022 in the following two transactions:

•The Company raised approximately $9.2 million in net proceeds in connection with a registered direct offering of its stock and;

•The Company raised approximately $1.0 million in net proceeds in connection with certain investors exercising of 1,449,276 warrants.

The Company received a total of approximately $76.5 million in 2021 in the following two transactions:

•The Company raised approximately $67.2 million in net proceeds in connection with a registered direct offering of its stock and;

•The Company raised approximately $9.3 million in net proceeds in connection with an equity line of credit financing arrangement.

As of March 31, 2023, the Company had positive working capital of $4.0 million. The Company has also secured bank financing totaling $33.0 million ($33.0 million in Lines of Credit of which $0.5 million is a capital expenditures lines of credit availability) of which $3.8 million was unused at March 31, 2023. The Company has $21.7 million of outstanding debt, with $8.8 million in notes payable and $12.9 million in lines of credit. The notes payable are primarily related to seller notes issued in connection with historical acquisitions. QCA, RCA, MSM and Alt Labs have lines of credit that are collateralized by their respective accounts receivable, inventory and capital expenditure balances.

The Company plans to continue to generate additional revenue (and improve cash flows from operations) partly from the acquisitions of six operating companies which closed in 2021, combined with improved gross profit performance from the existing operating companies. The Company also plans to continue to raise funds through debt financing and the sale of shares through its public and private offerings.

Going Concern

~~Contractual Obligations~~

successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

~~Our significant contractual obligations as of December 31, 2018, were as follows:~~

Payments due by Period

Less than
One Year

One to
Three Years

Three to
Five Years

More Than
Five Years
Total
Capital lease obligations 817,181 1,685,667 1,740,779 8,763,471 13,007,098
Operating lease obligations 274,118 573,154 - - 847,272
Notes payable, related parties 132,000 - - - 132,000
Notes payable, non-related parties 3,645,603 4,450,566 66,875 - 8,163,044
Convertible notes payable 3,587,587 450,000 - - 4,037,587
Total 8,456,489 7,159,387 1,807,654 8,763,471 26,187,001

~~Off-Balance Sheet Arrangements~~

~~The Company has not entered into any transactions with unconsolidated entities whereby~~In order to mitigate the risk related to the going concern uncertainty, the Company has ~~financial guarantees, subordinated retained interests, derivative instruments,~~a three-fold plan to resolve these risks. First, the operating subsidiaries of QCA, TDI, IDT and RCA plan to expand their revenues and profits yielding increased cash flow in those operating segments. This plan will allow for an increased level of cash flow to the Company. Second, the Company has expanded its credit facilities at the subsidiary level over the past 12 months to allow for greater borrowing accessibility if needed for the expansion of product lines and sales opportunities and plans to extend or ~~other contingent arrangements that expose~~refinance any lines of credit coming due over the next 12 months in order to provide additional financing. Finally, operating companies hard hit by the supply-chain related price increases such as Morris Sheet Metal, Alternative Laboratories, and Excel Construction have begun to experience an easing in the procurement and cost overruns of limited product supply. This subsequently has added to increased cash flow to those entities and less reliance on the Company to ~~material continuing risks, contingent liabilities, or any other obligation under a variable interest~~fund those activities. Although this plan is in ~~an unconsolidated entity that provides financing, liquidity, market~~place to mitigate the risk ~~or credit risk support~~related to the ~~Company.~~going concern uncertainty, substantial doubt remains due to uncertainty around the growth projections and lack of control of many of the factors included in the Company’s plan.

33Entity Level Risks

The ultimate impact from COVID-19 on the Company’s operations and financial results during 2023 will depend on, among other things, the ultimate severity and scope of the pandemic, the pace at which governmental and private travel restrictions and public concerns about public gatherings will ease, and the speed with which the economy recovers. The Company is not able to fully quantify the impact that these factors will have on the Company’s financial results during 2023 and beyond. COVID-19 did have a material negative impact on the Company’s financial performance in 2022.

Critical Accounting Policies and Estimates

Our consolidated financial statements ~~have been~~are prepared in accordance with generally accepted accounting principles ~~generally accepted~~ in the United States, ~~which require that we~~or U.S. GAAP. Preparation of these financial statements requires us to make ~~certain~~estimates and assumptions ~~and estimates~~ that affect the reported amounts of assets, ~~and~~ liabilities, ~~at the date of the financial statements and the reported amounts of net~~ revenue, costs and expenses ~~during each reporting period. On an ongoing basis, management evaluates its~~and related disclosures. We base our estimates ~~including those related to collection of receivables, impairment of goodwill, contingencies, calculation of derivative liabilities and income taxes. Management bases its estimates and judgments~~ on historical ~~experiences~~experience and on various other ~~factors believed~~assumptions that we believe to be ~~reasonable under~~reasonable. In many instances, we could have reasonably used different accounting estimates and in other instances changes in the ~~circumstances.~~accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives and valuation of long-lived assets. Actual results ~~under circumstances and conditions different than those assumed~~ could ~~result in~~differ significantly from our estimates. To the extent that there are material differences ~~from~~between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the ~~estimated amounts in~~accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the ~~financial statements.~~

more significant areas involving our judgments and estimates.

For a summary of our ~~critical~~significant accounting policies, refer to Note 2 of our consolidated financial statements included ~~under Item 8 – Financial Statements~~ in this ~~Prospectus.~~prospectus.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

MANAGEMENT

As of the date of this ~~Prospectus,~~prospectus, the officers and directors of Alpine 4 were ~~the following:~~

as follows:

~~Name~~

~~Age~~

~~Officer/Position~~

Name

Age

Board Member/Position

Committee Assigned

Kent B. Wilson

~~President,~~ 50

Chief Executive Officer and Director

~~Director~~

None

~~Charles Winters~~Ian Kantrowitz

~~N/A~~43

~~Chairman of the Board~~

VP, Investor Relations and Director

None

~~Scott Edwards~~Gerry Garcia

~~N/A~~43

~~Director~~

Chairwoman

AUD; Comp; NCG

~~Ian Kantrowitz~~Edmond Lew

~~N/A~~44

Director

AUD; Comp; NCG

Christophe Jeunot

Director

AUD; Comp

Jonathan Withem

Director

AUD; Comp

Andrew Call***

Director

AUD*

Jeffrey Hail

~~Sr. Vice President~~61

Chief Operating Officer

N/A

Christopher Meinerz

Chief Financial Officer

N/A

SaVonnah Osmanski

VP & Corporate Controller

N/A

_______________

~~Biographical Information for~~ AUD = Audit Committee; COMP = Compensation Committee; NCG = Nominating and Corporate Governance Committee. * = Committee Chair.

*** Mr. Call was appointed to the Board of Directors on April 6, 2022, and was appointed to the Audit Committee and made chair of the Audit Committee on that date.

Kent B. Wilson

Mr. Wilson ~~serves~~has served as ~~the~~our Chief Executive Officer and Secretary ~~for the Company. Previously, he has~~since June 2014. Prior to that, Mr. Wilson raised approximately two million dollars via seed capital and private placement funds to start Crystal Technology Holdings, Ltd./NextSure, LLC. This company successfully designed, built, and brought two products to market, including an internet-based insurance rating engine that allowed prospective buyers to rate and buy their auto insurance online via a virtual insurance agent. Since 2002, Mr. Wilson has been actively involved with all facets of corporate financial and operational planning and has held the title of CFO and CEO for several different companies. Mr. Wilson has also consulted for various finance departments of publicly traded companies such as JDA Software and Switch & Data, Inc. to help them identify and develop best SOX and GAAP practices and procedures. In 2011, Mr. Wilson took over as CFO of United Petroleum Company and helped guide them from a small startup with less than $1 million in revenue to a company with $20 million in revenue and a growth path for 2013 and ~~2014.Mr.~~2014. Mr. Wilson holds a BA degree in Management and ~~holds~~ an MBA from Northcentral University.

We believe Mr. Wilson’s extensive management, strategic planning, and public company experience qualify him to serve as a director.

On August 21, 2014, Mr. Wilson formed a corporation, WBK 1 Inc., a Delaware corporation. On September 17, 2014, WBK 1 Inc. filed a Form 10 with the U.S. Securities and Exchange Commission. WBK 1 Inc. is a "shell company" as defined in the rules of the SEC. Mr. Wilson was the Chief Executive Officer, Secretary, Treasurer and Director of WBK 1 Inc. from its inception through December 28, 2014, when he sold all of his ownership in WBK 1 to an unrelated third party. WBK 1 disclosed the change in ownership in a Current Report filed with the Commission on December 29, 2014. There is no relationship between Alpine 4 and WBK 1 Inc.

~~Biographical Information for Charles Winters~~

Mr. Winters is an automotive executive with over 10 years of automotive dealership experience. He is also a principal in several automotive dealerships and repair shops throughout the southwest. Mr. Winters holds a Bachelor's Degree in Economics from Auburn University.

~~Biographical Information for Scott Edwards~~

Mr. Edwards is automotive sales and marketing executive with over 19 years of experience in the automotive industry. He currently represents a large national automotive franchise distributorship and has extensive knowledge of the inner workings of the retail and wholesale automotive market.

~~Biographical Information for~~ Ian Kantrowitz

AsMr. Kantrowitz served as our Director of Investor Relations from April 2014 to February 2021 and then was promoted to Vice President of Investor Relations where he currently serves. Mr. Kantrowitz also serves as a member of our Board of Directors. He is accountable for creating and presenting a consistently applied investment message to our shareholders and the investment community on behalf of Alpine 4. Furthermore, he is responsible for monitoring and presenting management with the opinions of the investment community regarding the company's performance.

Prior to joining the Alpine 4 team, Mr. Kantrowitz was a project manager for two major homebuilders in Phoenix, AZ, Continental Homes and Engle Homes. Mr. Kantrowitz has also been actively involved in the automotive industry where his in-depth knowledge of the auto industry lends a valuable perspective to our in-house product, 6^th6th Sense Auto. Additionally, he was a top performing banker for Wells Fargo Bank, ranked number 5 in the country. We believe Mr. Kantrowitz’s experience with investor relations and project management qualify him to serve as a director.

Gerry Garcia

~~Our bylaws authorize no fewer than one director. As~~Mrs. Garcia has served as a Director since March 2021. Ms. Garcia has served as Director of Operations for Pensar Academy, a non-profit 501(c)(3), since July 2016. In this position, she is responsible for their budget, grants management, as well as operational programming. She also served on Pensar Academy’s board of directors from 2016 to 2018. Over the course of the ~~date~~last 16 years, Mrs. Garcia has also spent time serving as a member of ~~this Prospectus, we had four directors.~~

~~Biographical Information~~multiple Boards of Directors for ~~Jeff Hail~~

~~Jeff Hail is~~various non-profit 501(c)(3) organizations, helping guide them through the ~~Sr. Chief Operating Officer (COO)~~complex corporate landscape that non-profit 501(c)(3)'s need access to. Ms. Garcia holds a Bachelor of ~~Alpine 4 Technologies, Ltd. Raised and educated in Scottsdale, AZ; Mr. Hail earned his Bachelors of Science~~Art’s degree in ~~Operations~~Consumer and ~~Production Management~~Environment Sciences from Point Loma Nazarene University and a Master’s degree in Special Education from Arizona State University. We believe her knowledge of financial/strategic planning, reporting, budget analysis, and fiduciary prudence make her qualified to serve as a director.

Edmond Lew

Mr. Lew has served as a Director since March 2021. Mr. Lew has served as a Solutions Consultant at ConvergeOne since September 2022. From April 2018 to August 2022, Mr. Lew served as an IT Engineer at TransPerfec. Mr. Lew started his career in Information Technology (“IT”) as a Systems Engineer, building out hosted applications and delivering them through terminal computing in the ~~W.P.~~early 2000s. This model would evolve and later be adopted as what is now recognized as cloud computing. After working in the support, implementation, and data center sides of the industry, Mr. Lew went out on his own as an IT consultant. Mr. Lew has lent his expertise to businesses in the construction, hospitality, utilities, education, arts, logistics, law enforcement and technology fields. Additionally, Mr. Lew has given back to the community by volunteering extensively over the past 15 years with various charities and non-profits, focusing on arts and social service organizations. In the interest of becoming a more capable and effective leader, Mr. Lew has completed board governance and diversity training courses and has applied those skills in his volunteer work as well as his professional career. We believe Mr. Lew’s management and experience make him qualified to serve as a director.

Christophe Jeunot

Mr. Jeunot has served as a Director since March 2021. He has served as an independent consultant for the past 20-years, collaborating with Fortune 500 national and international companies as a Story Board Artist aiding in movie, television and branding campaigns. His clients range from Netflix and Peloton to Goldman Sachs, Exxon Mobile, Samsung and 3M, among others. Mr. Jeunot’s European perspective and creativity allows solutions to be derived through an alternative lens, lending to diverse and dynamic thinking within strategic planning sessions. Mr. Jeunot’s affinity for nature and the environment makes him a conscientious proponent for green technologies. We believe Mr. Jeunot’s management and experience make him qualified to serve as a director.

Jonathan Withem

Mr. Withem has served as a Director since March 2021. From July 2017 to November 2022, Mr. Withem served as a Project Manager at ETIX. Mr. Withem contributed to the development of custom interfaces for eCommerce and onsite sales for entertainment company ETIX. As one of the largest interactive ticketing platforms, ETIX processes over 50 million tickets in 40 countries annually. Mr. Withem has experience working with a variety of teams to create, test and release new products, in addition to client training. Mr. Withem’s expertise in project management and budgetary compliance ensures adherence to strict time frames in the achievement of established goals. Mr. Withem currently serves as a Professor at Grand Canyon University. Mr. Withem holds a Bachelor of Arts degree in Music from California Polytechnic State University San Luis Obispo. We believe Mr. Withem’s management and experience make him qualified to serve as a director.

Andrew Call

Andrew Call has served as a Director since April 2022. He has served as the Director of the School of Accountancy at the W. P. Carey School of Business at Arizona State ~~University.~~University since July 2018, and has been the Professional Advisory Board Professor of Accounting since July 2021. Mr. Call in integral in leading the school’s initiative in research, curriculum, and outreach efforts. Mr. Call researches various financial reporting topics, including the role of equity analysts in the capital markets, managers' voluntary disclosures of accounting

information, and the role of whistleblowers in the discovery of financial misconduct. Mr. Call has taught at both the undergraduate and graduate levels. He has specialist background in Security Analysis, Management Guidance, and Whistleblowing. He has also contributed to or been published in 17 different publications including The Accounting Review, Journal of Accounting Research, and the Journal of Accounting and Economics. We believe Mr. Call’s financial experience make him qualified to serve as a director and as Chair of our Audit Committee.

Jeff Hail

Jeff Hail has served as our Chief Operating Officer since January 2019, previously serving as Senior Vice President of Operations since April 2014. Mr. Hail’s professional experience has been both in the government and private sector. As a Buyer/Contract Officer with the Arizona Department of Transportation writing, awarding and administering highway services contracts.

In the private sector, Mr. Hail experienced success by starting a number of different companies and building them to be the leaders in their niche sectors from both electronics manufacturing to e-commerce. As a result, he brings a broad-based experience level with the operational aspects of running a business in today’s realm. Mr. Hail holds a Bachelor’s of Science degree in Operations and Production Management from the W.P. Carey School of Business at Arizona State University.

Christopher Meinerz

Christopher Meinerz has served as our Chief Financial Officer since May 2023. Mr. Meinerz began his career in public accounting with BDO in Chicago, Illinois, and Grant Thornton in Madison, Wisconsin. Prior to joining the Company, Mr. Meinerz has held the title of Chief Financial Officer, Chief Operating Officer, and Chief Compliance Officer including recent appointments of Chief Financial Officer & Chief Operating Officer for Nano Hearing Aids (November 2021 – May 2023), Chief Financial Officer of Tallwave (March 2020 – April 2021, currently retained as an advisor to Board & executive management), Chief Financial Officer for Elite Roofing Supply (August 2018 – December 2019), and Chief Financial Officer for Mobivity Holdings Corp (2015-2018). In his various roles, Mr. Meinerz has been involved with the raising of more than $1 billion of capital and has successfully completed a significant number of transactions, including initial public offerings, acquisitions, and divestitures. Mr. Meinerz holds a Bachelors degree in Business Administration with degrees in Accounting and Finance from University of Wisconsin - Madison.

SaVonnah Osmanski

Miss. Osmanski has served as our Vice President, Corporate Controller since June 2021, previously serving as Senior Accountant from April 2021 to June 2021. From September 2020 to April 2021, Miss Osmanski served as Controller of M Holdings, a heavy equipment leasing company. From May 2016 to September 2020, she served as an external auditor at REDW Advisors & CPAs. Miss Osmanski is a Certified Public Accountant and holds two Bachelors of Science Degrees, one in Accounting and one in Finance from Northern Arizona University. She also holds a Masters in Accounting from the W.P Carey School of Business at Arizona State University.

Term of office. Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by the Board.

Family ~~relationships~~.relationships. There are no family relationships ~~between or~~ among ~~the directors,~~ executive officers ~~or persons nominated or chosen by us to become directors or executive officers.~~

and directors.

Director or officer involvement in certain legal proceedings. To the best of our knowledge, except as described below, during the past five years, none of the following occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the

Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

As of the date of this Prospectus, we did not have a standing audit, compensation, or nominating committee of the Board of Directors. The Company has determined that the Board of Directors does not have an "Audit Committee Financial Expert" as that term is defined in Item 407(d)(5) of SEC Regulation S-K.

Code of Ethics

We have adopted a Code of Business Conduct that applies to all of our directors, officers and employees, including our principal executive officer and principal financial officer. The Code of Business Conduct is posted on our website at www.alpine4.com/code-of-conduct/.

Board Meeting and Attendance

During fiscal year 2022, our Board held six (6) meetings in person or by telephone. Members of our Board were provided with information between Board meetings regarding the Company’s operations and were consulted on an informal basis with respect to pending business. Each director attended all of the Board meetings and the meetings held by all committees of our Board on which such director served during the year.

Director Independence

Independent Directors

As of the date of this prospectus, Alpine 4 ~~is not~~was required by ~~any outside organization (such as~~The Nasdaq Stock Market to have a ~~stock exchange or trading facility) to have~~majority of independent directors.

35Accordingly, as of the date of this prospectus, the Board had concluded that five of the members of the Board of Directors would qualify as independent directors. The Board of Directors has determined that Ms. Garcia, and Messrs. Call, Lew, Jeunot, and Withem would be independent directors of the Company under the listing standards adopted by The Nasdaq Stock Market. In making these independence determinations, the Board of Directors considered all of the factors that automatically compromise director independence as specified in The Nasdaq Stock Market’s listing standards and determined that none of those conditions existed. In addition, the Board of Directors considered whether any direct or indirect material relationship, beyond those factors that automatically compromise director independence, existed between those directors, their immediate family members, or their affiliated entities, on the one hand, and us and our subsidiaries, on the other hand. The Board of Directors determined, for those directors identified as independent above, that any relationship that existed was not material and did not compromise that director’s independence. We anticipate that our independent directors will meet in an executive session at least once per year. All standing committee members are independent for the purpose of the committees on which they serve.

Board Leadership Structure

We have chosen to split the roles of Chairperson of the Board and Chief Executive Officer. Mr. Wilson serves as Chief Executive Officer while Mr. Winters previously served as the non-executive Chairperson of the Board. On April 6, 2022, the Company announced that the Board of Directors had decided to have a rotating Chair of the Board position, and appointed Gerry Garcia to serves as the non-executive Chairwoman of the Board. Ms. Garcia served as the Chairwoman of the Board from April 6, 2022, through the date of this prospectus. The Board believes that this structure is appropriate for the Company and provides the appropriate level of independent oversight necessary to ensure that the Board meets its fiduciary obligations to our stockholders, that the interests of management and our stockholders are properly aligned, and that we establish and follow sound business practices and strategies that are in the best interests of our stockholders.

The Board of Directors does not believe that one particular leadership structure is appropriate at all times and will continue to evaluate the Board’s leadership structure from time to time.

Board’s Role in Risk Management

One of the Board of Directors’ key functions is informed oversight of the Company’s risk management process. The Board of Directors does not have a standing risk management committee, but rather administers this oversight

function directly through the Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight.

In particular, the Board of Directors is responsible for monitoring and assessing strategic and operational risk exposure, which may include financial, legal and regulatory, human capital, information technology and security and reputation risks.

•The Audit Committee has the responsibility to consider and discuss major financial risk exposures and the steps management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

•The Nominating and Corporate Governance Committee monitors the effectiveness of the Company’s corporate governance policies and the selection of prospective members of the Board of Directors and their qualifications, as well as environmental, social and governance (“ESG”)-related risks.

•The Compensation Committee, in conjunction with the Audit Committee, assesses and monitors whether any of the Company’s compensation policies and programs have the potential to encourage excessive risk-taking. In addition, the Compensation Committee reviews and monitors matters related to human capital management, including diversity and inclusion initiatives and management of human capital risks.

Like all businesses, we also face threats to our cybersecurity, as we are reliant upon information systems and the Internet to conduct our business activities. In light of the pervasive and increasing threat from cyberattacks, the Board believes oversight of this risk is appropriately allocated to the Board, although the Board may decide to delegate this responsibility to one of the Committees of the Board. The Board, with input from management, assesses the Company’s cybersecurity risks and the measures implemented by the Company to mitigate and prevent cyberattacks and respond to data breaches. In addition, management and the Board of Directors have recently focused on risks relating to, and the impact on the Company from, the COVID-19 pandemic, and will continue to do so while the situation remains in flux.

Typically, the entire Board of Directors meets with management and the applicable committees of the Board of Directors at least annually to evaluate and monitor respective areas of oversight. Both the Board of Directors as a whole and the various standing committees receive periodic reports from individuals responsible for risk management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board of Directors as quickly as possible. The Board of Directors’ role in risk oversight does not affect its leadership structure.

Committees of the Board

The Board of Directors has an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. The current charters for each of the committees are available on our website www.alpine4.com under the “Investors” tab and then the “Governance” tab. The members of the committees are identified in the following table:

Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Kent B. Wilson

Ian Kantrowitz

Gerry Garcia(1)(2)(3)

Edmond Lew(2)(3)

Christophe Jeunot(2)

Jonathan Withem(2)

Andrew Call(4)

_______________

(1)Chairwoman of the Board of Directors.

(2)Ms. Garcia, and Messrs. Lew, Jeunot, and Withem were appointed as members of the Audit Committee and the Compensation Committee in March 2021.

(3)Ms. Garcia and Mr. Lew were appointed as members of the Nominating and Corporate Governance Committee on September 18, 2021.

(4)Mr. Call was appointed to the Board on April 6, 2022, and was appointed to the Audit Committee and made chair of the Audit Committee on that date.

~~Summary Compensation Table~~

Name and Principal Position Year Salary Bonus Stock Awards Option Awards
Nonequity
Incentive
Plan
Compensation

Deferred
Compensation
Earnings

All other
Compensation
Total
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Kent B. Wilson, Chief Executive Officer (Principal Executive Officer) 2016 120,000 0 0 0 0 0 120,000
2017 200,000 0 0 0 0 0 200,000
2018 200,000 0 44,200 0 0 0 0 244,200

Jeff Hail, Chief Operating Officer 2016 0 0 0 0 0 0 0
2017 120,000 0 0 0 0 0 120,000
2018 120,000 0 18,200 0 0 0 0 138,200

EXECUTIVE COMPENSATION

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our named executive officers with compensation exceeding $100,000 during 2022 and 2021.


Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Nonequity Incentive Plan Compensation	Deferred Compensation Earnings	All Other Compensation	Total
		($)	($)	($)	($)	($)	($)	($)	($)
Kent B. Wilson, Chief Executive Officer	2022	677,082	65,510	—	—	—	—	—	742,592
	2021	424,485	784,297	164,885	—	—	—	—	1,373,667
Jeff Hail, Chief Operating Officer	2022	510,212	55,382	—	—	—	—	—	565,594
	2021	361,381	288,172	34,076	—	—	—	—	683,629
Larry Zic, Chief Financial Officer	2022	405,671	10,000	116,550	—	—	—	—	532,221
	2021	235,492	18,350	—	—	—	—	—	253,842
SaVonnah Osmanski, VP Corporate Controller	2022	182,307	21,000	77,700	—	—	—	—	281,007
	2021	88,485	500	—	—	—	—	—	88,985
Ian Kantrowitz, VP Investor Relations	2022	229,179	15,000	—	—	—	—	—	244,179
	2021	165,745	293,869	27,480	—	—	—	—	487,094

Employment Agreements

Kent Wilson

On February 11, 2021, the Company and Kent Wilson entered into an Executive Employment Agreement (the “Wilson Agreement”). Pursuant to the Wilson Agreement, Mr. Wilson agreed to serve as the Company’s Chief Executive Officer and President, both positions he had held since June 2014, and to continue to render such services to the Company as are customarily rendered by the Chief Executive Officer and President of comparable companies.

The term of the Wilson Agreement is perpetual, and it continues until either party gives notice of termination pursuant to the terms of the agreement. The Company agreed to pay Mr. Wilson a base salary equal to 1% of the prior year’s revenue, beginning from January 1 of each year. The base salary shall not be less than $325,000 or greater than $850,000. The Company also agreed to pay an acquisition stock award bonus to Mr. Wilson on any business acquisition. The value of the acquisition stock award bonus is equal to five percent (5%) of the average three-year adjusted EBITDA of the acquired company, to be paid in shares of Class A common stock or any other class of common or preferred stock agreed between Mr. Wilson and the Company. The Company also agreed to pay an acquisition cash award bonus on any business acquisition. The value of the acquisition cash award bonus is equal to 1.5% of the average three-year adjusted EBITDA of the acquired company, to be paid on the next payroll cycle. Finally, the Company agreed to pay a profit-based cash bonus equal to two percent of the net profit for each quarter that the Company is net profitable, with a maximum payout of $25,000 in any given quarter. Mr. Wilson is entitled to standard employee benefits and life insurance. If Mr. Wilson is released by the Company for any reason other than cause (as defined in the Wilson Agreement), the Company agreed to pay severance of one year’s salary and to cover COBRA costs for Mr. Wilson and his family for one year.

On November 17, 2021, the Company and Mr. Wilson entered into an addendum to the Wilson Agreement, pursuant to which the parties removed language from the Wilson Agreement which had restricted Mr. Wilson’s authority to enter into binding contracts for or on behalf of the Company without the approval of the Company. Following the November 2021 addendum, Mr. Wilson has full authority to enter into contracts and commitments for and on behalf of the Company and all subsidiary companies.

Jeff Hail

On February 25, 2021, the Company and Jeffrey Hail entered into an Executive Employment Agreement (the “Hail Agreement”) to formalize the terms of Mr. Hail’s employment with the Company. Prior to entering into the Hail Agreement, Mr. Hail had been serving as the Company’s Chief Operating Officer since January 2019. Pursuant to the Hail Agreement, Mr. Hail agreed to continue to serve as the Company’s Chief Operating Officer, and to continue to render such services to the Company as are customarily rendered by the Chief Operating Officer of comparable companies.

The term of the Hail Agreement is perpetual, and it continues until either party gives notice of termination pursuant to the terms of the agreement. The Company agreed to pay Mr. Hail a base salary equal to 75% of the base salary of the Company’s Chief Executive Officer, beginning on January 1 of each year. The base salary shall not be less than $273,000.

The Company also agreed to pay an acquisition stock award bonus to Mr. Hail on any business acquisition. The value of the acquisition stock award bonus is equal to two percent (2%) of the average three-year adjusted EBITDA of the acquired company, to be paid in shares of Class A common stock or any other class of common or preferred stock agreed between Mr. Hail and the Company. The Company also agreed to pay an acquisition cash award bonus on any business acquisition. The value of the acquisition cash award bonus is equal to 0.5% of the average three-year adjusted EBITDA of the acquired company, to be paid on the next payroll cycle. Further, the Company agreed to pay to Mr. Hail a profit-based stock award bonus equal to 1.5% of the net profit for each quarter that the Company is more than $500,000 net profitable. Finally, the Company agreed to pay to Mr. Hail a profit-based cash bonus equal to 1.5% of the net profit for each quarter that the Company is net profitable, with a maximum payout of $25,000 in any given quarter. Mr. Hail is entitled to standard employee benefits and life insurance. If Mr. Hail is released by the Company for any reason other than cause (as defined in the Hail Agreement), the Company agreed to pay severance of one year’s salary and to cover COBRA costs for Mr. Hail and his family for one year.

Christopher Meinerz

On May 30, 2023, the Company and Mr. Meinerz entered into an “At Will Employment Agreement” (the “Meinerz Agreement”) relating to Mr. Meinerz’s service as the Company’s Chief Financial Officer. Pursuant to the Agreement, the Company agreed to pay Mr. Meinerz a base pay rate of $275,000 annually, and to pay a bonus of $5,000 per quarter for on-time and accurate quarterly report filings and a bonus of $10,000 for annual on-time and accurate annual report filings. Additionally, the Company agreed to grant to Mr. Meinerz $25,000 shares of the Company’s Class A common stock after 90 days of successful employment with the Company. Mr. Meinerz will also receive 80 hours of annual paid time off for 2023 and 120 hours of paid time off beginning in 2024, and he will be entitled to participate in the company’s health, welfare, and retirement plans, and in the incentive plan.

Outstanding Equity Awards

David Schmitt, the Company’s CFO through December 31, 2017, was granted 400,000 options on April 7, 2017 with a vesting period of 4 years and an exercise price of $0.90. The options had a fair value of $311,563 on the date of grant as calculated under ASC 718. Of the options included in this grant, 350,000 forfeitedThere are no current outstanding equity awards as of December 31, 2017. Mr. Schmitt was also granted 100,000 options on July 31, 2017 with a vesting period of 4 years and an exercise price of $0.13. The options had a fair value of $12,850 on the date of grant as calculated under ASC 718. Of the options included in this grant, 93,750 forfeited as of December 31, 2017.2022.

Director Compensation

The following table sets forth the amounts paid to the Company's directors for their service as directors of the ~~Company. Please note:~~Company during the year ended December 31, 2022.


Name	Fees earned or paid in cash		Stock awards		Option awards		All other compensation		Total
	($)		($)		($)		($)		($)
Ian Kantrowitz(1)	$	73,385	$	—	$	—	$	—	$	73,385
Kent Wilson(1)	$	73,385	$	—	$	—	$	—	$	73,385
Christopher Jeunot	$	28,519	$	—	$	—	$	—	$	28,519
Gerry Garcia	$	30,154	$	—	$	—	$	—	$	30,154
Andrew Call	$	22,954	$	—	$	—	$	—	$	22,954
Edmond Lew	$	31,788	$	—	$	—	$	—	$	31,788
Jonathan Withem	$	28,231	$	—	$	—	$	—	$	28,231
Charles Winters(2)	$	73,385	$	—	$	—	$	50,640	$	124,025

__________________

(1)The compensation of Mr. Wilson and Mr. Kantrowitz, who isare also an executive ~~officer~~officers of the Company, isare set forth above.

(2)The all other compensation in the table below for Mr. Winters is salary earned while he was employed by the Company.

Name
Fees earned
or paid
in cash
Stock awards Option awards
Non-equity
incentive
plan
compensation

Nonqualified
deferred
compensation
earnings

All other
compensation
Total
($) ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h)
Ian Kantrowitz $ 0 26,000 $ 0 $ 0 $ 0 $ 0 $ 26,000
Kent Wilson $ 0 44,200 $ 0 $ 0 $ 0 $ 0 $ 44,200
Charles Winters $ 0 26,000 $ 0 $ 0 $ 0 $ 0 $ 26,000
Scott Edwards $ 0 7,800 $ 0 $ 0 $ 0 $ 0 $ 7,800

Securities Authorized for Issuance under Equity Compensation Plans

Adoption of 2016 Stock Option and Stock Award Plan

On November 10, 2016, the Company's Board of Directors adopted the Company's 2016 Stock Option and Stock Award Plan (the ~~“Plan”~~“2016 Plan”). Pursuant to the Plan, the Company may issue stock options, including incentive stock options and non-qualifying stock options, and stock grants to employees and consultants of the Company, as set forth in the Plan, a copy of which was filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2016.

The Company has reserved ~~2,000,000~~250,000 shares of the Company's Class A common stock for issuance under the ~~Plan.~~Plan.

36Adoption of 2021 Equity Incentive Plan

On December 8, 2021, the Company’s Board of Directors adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). Pursuant to the 2021 Plan, the Company may issue (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, (f) Cash Awards, and (g) Other Equity-Based Awards. The 2021 Plan will enable the Company to provide stock-based incentives that align the interests of employees, consultants and directors with those of the stockholders of the Company; promote the success of the Company’s business; and to attract and retain the types of employees, consultants and directors who will contribute to the Company’s long range success. A copy of the Plan was filed as Appendix B to the Company’s Definitive Proxy Statement filed with the Commission on February 1, 2022. The 2021 Plan was approved by the Company’s shareholders at the 2021 Annual Meeting on March 25, 2022.

Equity Compensation Plan Information


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by security holders	223,750	$	1.52	651,250
Equity compensation plans not approved by security holders
Total	223,750	$	1.52	651,250

Plan category
Number of
securities to
be issued
upon exercise of outstanding
options,
warrants
and rights

Weighted-
average
exercise price
of outstanding
options,
warrants
and rights

Number of
securities
remaining
available for
future issuance under equity compensation
plans (excluding securities
reflected in column (a))

(a) (b) (c)
Equity compensation plans approved by security holders 1,790,000 $ 0.19 210,000
Equity compensation plans not approved by security holders
Total 1,790,000 $ 0.19 210,000

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth certain information regarding beneficial ownership of Alpine 4 Class A, Class B, and Class BC common stock and Series B Preferred Stock as of ~~February 10, 2020,~~June 30, 2023, (i) by each person (or group of affiliated persons) who owns beneficially more than five percent of the outstanding shares of common stock, (ii) by each director and executive officer of Alpine 4, and (iii) by all of the directors and executive officers of Alpine 4 as a group. The percentages are based on the following figures:

*22,744,757 shares of Class A common stock;

*906,012 shares of Class B common stock;

•	~~110,677,860 shares of Class A common stock;~~

•	~~9,022,983 shares of Class B common stock;~~

•	~~11,527,268 shares of Class C common stock; and~~

•	~~5 shares of Series B Preferred stock.~~

*1,532,210 shares of Class C common stock; and

*3 shares of Series B Preferred stock.

Except as otherwise noted, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable. Unless otherwise noted, the address of each person listed below is c/o Alpine 4 Holdings, Inc. 2525 E Arizona Biltmore Circle, Suite 237, Phoenix, Arizona, 85016.


Name and Address of beneficial owner (1); Class of Securities	Title/Class of Security	Number of Shares	Beneficial Ownership of Shares Listed		Votes	Total Voting Power (2)
Kent B. Wilson Chief Executive Officer, Director	CLASS A	188,515	0.79	%	188,515
	CLASS B	366,936	40.50	%	3,669,360
	CLASS C	123,772	8.08	%	618,860
	B Preferred	2	66.67	%	54,236,103
Total Votes					58,712,838	48.11	%

Ian Kantrowitz Director	CLASS A	104,177	0.43	%	104,177
	CLASS B	187,429	20.69	%	1,874,290
	CLASS C	126,218	8.24	%	631,090
	B Preferred	1	33.33	%	27,118,051
Total Votes					29,727,608	24.36	%

Jeff Hail Chief Operating Officer	CLASS A	10,816	0.05	%	10,816
	CLASS B	140,527	15.51	%	1,405,270
	CLASS C	100,938	6.59	%	504,690
	B Preferred	—	—	%	—
Total Votes					1,920,776	1.57	%

Gerry Garcia Director	CLASS A	1,250	0.01	%	1,250
	CLASS B	—	—	%	—
	CLASS C	126	0.01	%	630
	B Preferred	—	—	%	—
Total Votes					1,880	*%



Edmond Lew Director	CLASS A	15,460	0.06	%	15,460
	CLASS B	—	—	%	—
	CLASS C	1,021	0.07	%	5,105
	B Preferred	—	—	%	—
Total Votes					20,565	0.02	%

Christophe Jeunot Director	CLASS A	22,112	0.09	%	22,112
	CLASS B	—	—	%	—
	CLASS C	3,403	0.22	%	17,015
	B Preferred	—	—	%	—
Total Votes					39,127	0.03	%

Jonathan Withem Director	CLASS A	—	—	%	—
	CLASS B	—	—	%	—
	CLASS C	—	—	%	—
	B Preferred	—	—	%	—
Total Votes					—	—	%

Andrew Call Director	CLASS A	—	—	%	—
	CLASS B	—	—	%	—
	CLASS C	—	—	%	—
	B Preferred	—	—	%	—
Total Votes					—	—	%

As Officers and Directors as a Group	CLASS A	342,330	1.43	%	342,330
(8 people)	CLASS B	694,892	76.70	%	6,948,920
	CLASS C	355,478	23.20	%	1,777,390
	B Preferred	3	100.00	%	81,354,154
Total Votes					90,422,794	74.09	%

There are no stockholders’ with greater than 5% ownership

Name and Address of beneficial owner (1); Class of Securities Title/Class of Security Number of Shares
Beneficial
Ownership of
Shares Listed
Votes Total Voting Power (2)
Kent B. Wilson, Chief Executive Officer, Director(3) CLASS A 2,001,689 1.81% 2,001,689
CLASS B 3,285,449 36.41% 32,854,490
CLASS C 790,169 6.85% 3,950,845
B Preferred 2 40.00% 206,835,224
Total Votes 245,642,248 31.67%

Scott Edwards, Director (4) CLASS A 252,000 0.23% 252,000
CLASS B 350,000 3.88% 3,500,000
CLASS C 225,200 1.95% 1,126,000
B Preferred 1 20.00% 103,417,612
Total Votes 108,295,612 13.96%

Charles Winters, Director (5) CLASS A 709,800 0.64% 709,800
CLASS B 1,300,000 14.41% 13,000,000
CLASS C 300,000 2.60% 1,500,000
B Preferred 1 20.00% 103,417,612
Total Votes 118,627,412 15.29%

Ian Kantrowitz, Director (6) CLASS A 847,371 0.77% 1,499,429
CLASS B 1,499,429 16.62% 14,994,290
CLASS C 634,738 5.51% 3,173,690
B Preferred 1 20.00% 103,417,612
Total Votes 122,432,963 15.78%

Jeff Hail
Chief Operating Officer(7)
CLASS A 541,000 0.49% 541,000
CLASS B 1,124,211 12.46% 11,242,110
CLASS C 412,500 3.58% 2,062,500
Total Votes 13,845,610 1.79%

As a Group CLASS A 4,351,860 3.93% 4,351,860
5 PEOPLE CLASS B 7,559,089 83.78% 75,590,890
CLASS C 2,362,607 20.50% 11,813,035
B Preferred 5 100.00% 517,088,060
Total Votes 608,843,845 78.50%

_______________

*Less than 0.01%

(1)Except as otherwise indicated, the address of the stockholder is: Alpine 4 Holdings, Inc., 2525 E Arizona Biltmore Cir, Suite 237, Phoenix AZ 85016.

(2)The Voting Power column includes the effect of shares of Class B common stock, Class C common stock, and Series B Preferred Stock held by the named individuals, as indicated in the footnotes below. Each share of Class B common stock has 10 votes. Each share of Class C common stock has 5 votes. Collectively, all of the shares of Series B Preferred have voting power equal to 200% of the total voting power of all other Classes or series of outstanding shares. Each Series B Preferred share has a fractional portion of that aggregate vote.

~~(1)~~	~~Except as otherwise indicated, the address of the stockholder is: Alpine 4 Technologies Ltd., 2525 E Arizona Biltmore Cir, Suite 237, Phoenix AZ 85016.~~

~~(2)~~	The Voting Power column includes the effect of shares of Class B Common Stock, Class C Common Stock, and Series B Preferred Stock held by the named individuals, as indicated in the footnotes below. Each share of Class B common stock has 10 votes. Each share of Class C Common Stock has 5 votes. Collectively, all of the shares of Series B Preferred have voting power equal to 200% of the total voting power of all other Classes or series of outstanding shares. Each Series B Preferred share has a fractional portion of that aggregate vote. The total voting power for each person is also explained in the footnotes below.

~~(3)~~	Mr. Wilson owned as of the date of this Prospectus 2,001,689 shares of Class A common stock; 3,285,449 shares of Class B Common Stock; 790,169 shares of Class C Common Stock, and 2 shares of Series B Preferred Stock, which represent an aggregate of 245,642,248 votes, or approximately 31.67% of the total voting power.

~~(4)~~	Mr. Edwards owned as of the date of this Prospectus 252,000 shares of Class A Common Stock; 350,000 shares of Class B Common Stock; 225,200 shares of Class C Common Stock, and 1 share of Series B Preferred Stock, which represent an aggregate of 108,295,612 votes, or approximately 13.96% of the voting power.

~~(5)~~	Mr. Winters owned as of the date of this Prospectus 709,800 shares of Class A Common Stock; 1,300,000 shares of Class B Common Stock; 300,000 shares of Class C Common Stock, and 1 share of Series B Preferred Stock, which represent an aggregate of 118,627,412 votes, or approximately 15.29% of the voting power.

~~(6)~~	Mr. Kantrowitz owned as of the date of this Prospectus 847,371 shares of Class A Common Stock; 1,499,429 shares of Class B Common Stock; 634,738 shares of Class C Common Stock, and 1 share of Series B Preferred Stock, which represent an aggregate of 122,432,963 votes, or approximately 15.78% of the voting power.

~~(7)~~	Mr. Jeff Hail owned as of the date of this Prospectus 541,000 shares of Class A Common Stock; 1,124,211 shares of Class B Common Stock; and 412,500 shares of Class C Common Stock, which represent an aggregate of 13,845,610 votes, or approximately 1.79% of the voting power.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

All related party transactions are discussed and considered by the senior management team before the transactions are executed and are escalated to the Board of Directors for review and approval as appropriate and necessary.

~~The~~On January 25, 2023, the Company ~~had outstanding notes~~issued a $200,000 six-month note payable due July 29, 2023 to ~~related parties totaling $132,000 at December 31, 2018.~~

~~In January 2020, five officers~~Ian Kantrowitz, our Vice President of Investor Relations and ~~directors~~a member of the Board of Directors. The note has an annual interest rate of 30%. On July 31, 2023, the Company ~~converted $603,448 owed to them as salaries~~ and commissions into 4,022,983 shares of the Company’s Class B Common stock. The conversion price was $0.15 per share, the closing price of the Company’s Class A common stock on January 7, 2020, which was when the individuals agreedMr. Kantrowitz executed a revised note with the Company ~~to convert~~issuing a $230,000 note payable due on January 21, 2024 with all other terms remaining the ~~amounts owing. The Class B common stock converts one share for one share into Class A common stock, so the Class A common stock market price was used~~same as the ~~conversion price.~~original note. The new principal balance represents the original note principal ($200,000) plus the accrued interest on the original note as of the maturity date ($30,000). Both notes were issued to be utilized for general corporate purposes. As of the date of the prospectus, the full $230,000 principal balance and $1,917 in accrued interest is outstanding.

On January 30, 2023, the Company issued a $50,000 six-month note payable due July 29, 2023 to Christoph Jeunot, a member of the Board of Directors, with an annual interest rate of 30%. On August 1, 2023, the Company and Mr. Jeunot executed a revised note with the Company issuing a $57,500 note payable due on January 24, 2024 with all other terms remaining the same as the original note. The new principal balance represents the original note principal ($50,000) plus the accrued interest on the original note as of the maturity date ($7,500). Both notes were issued to be utilized for general corporate purposes. As of the date of the prospectus, the $57,500 principal balance and $335 in accrued interest is outstanding.

On January 30, 2023, the Company issued a $50,000 six-month note payable due July 29, 2023 to Shannon Rigney, our Vice President of Social Media & Press Releases, with an annual interest rate of 30%. On July 31, 2023, the Company and Ms. Rigney executed a revised note with the Company issuing a $57,500 note payable due on January 25, 2024 with all other terms remaining the same as the original note. The new principal balance represents the original note principal ($50,000) plus the accrued interest on the original note as of the maturity date ($7,500). Both notes were issued to be utilized for general corporate purposes. As of the date of the prospectus, the full $57,500 principal balance and $288 in accrued interest is outstanding.

On February 1, 2023, the Company issued a $65,000 six-month note payable due August 1, 2023 to Jeffrey Hail, our Chief Operating Officer, with an annual interest rate of 30%. On August 2, 2023, the Company and Mr. Hail executed a revised note with the Company issuing a $74,750 note payable due on January 28, 2024 with all other terms remaining the same as the original note. The new principal balance represents the original note principal ($65,000) plus the accrued interest on the original note as of the maturity date ($9,750). Both notes were issued to be utilized for general corporate purposes. As of the date of the prospectus, the full $74,750 principal balance and $187 in accrued interest is outstanding.

On February 2, 2023, the Company issued a $50,000 six-month note payable due August 2, 2023 to Edmond Lew, a member of the Board of Directors, with an annual interest rate of 30%. On August 1, 2023, the Company and Mr. Lew executed a revised note with the Company issuing a $57,500 note payable due on January 28, 2024 with all other terms remaining the same as the original note. The new principal balance represents the original note principal ($50,000) plus the accrued interest on the original note as of the maturity date ($7,500). Both notes were issued to be utilized for general corporate purposes. As of the date of the prospectus, the full $57,500 principal balance and $144 in accrued interest is outstanding.

On February 3, 2023, the Company issued a $20,000 six-month note payable due August 1, 2023 to Gabriel Garcia, the spouse of our Chairwomen of the Board of Directors, with an annual interest rate of 30%. On August 3, 2023, the Company and Mr. Garcia executed a revised note with the Company issuing a $23,000 note payable due on January 27, 2024 with all other terms remaining the same as the original note. The new principal balance represents the original note principal ($20,000) plus the accrued interest on the original note as of the maturity date ($3,000). Both notes were issued to be utilized for general corporate purposes. As of the date of the prospectus, the full $23,000 principal balance and $38 in accrued interest is outstanding.

3868

On February 9, 2023, the Company issued a $110,000 six-month note payable due August 8, 2023 to Jeffrey Hail, our Chief Operating Officer, with an annual interest rate of 30%. On August 2, 2023, the Company and Mr. Hail executed a revised note with the Company issuing a $126,500 note payable due on February 5, 2024 with all other terms remaining the same as the original note. The new principal balance represents the original note principal ($110,000) plus the accrued interest on the original note as of the maturity date ($16,500). Both notes were issued to be utilized for general corporate purposes. As of the date of the prospectus, the full $126,500 principal balance and $0 in accrued interest is outstanding.

On February 10, 2023, the Company issued a $10,000 six-month note payable due August 9, 2023 to Kent Wilson, our Chief Executive Officer and a member of the Board of Directors, with an annual interest rate of 30%. On August 2, 2023, the Company and Mr. Wilson executed a revised note with the Company issuing a $11,500 note payable due on February 5, 2024 with all other terms remaining the same as the original note. The new principal balance represents the original note principal ($10,000) plus the accrued interest on the original note as of the maturity date ($1,500). Both notes were issued to be utilized for general corporate purposes. As of the date of the prospectus, the full $11,500 principal balance and $0 in accrued interest is outstanding.

DESCRIPTION OF SECURITIES

Authorized Capital Stock

Our authorized capital stock consists of ~~160,000,000~~230,000,000 shares of which ~~150,000,000~~225,000,000 shares ~~shall be~~are common stock, par value $0.0001 per share, and ~~10,000,000~~5,000,000 shares ~~shall be~~are preferred stock, par value of $0.0001 per share.

Common Stock

Pursuant to our amended Certificate of Incorporation, we are authorized to issue three classes of common stock: Class A common stock ~~(125,000,000~~(200,000,000 shares); Class B common stock (10,000,000 shares); and Class C common stock (15,000,000 shares). ~~The specific rights and preferences are set forth below.~~

Voting Rights

Holders of our Class A, Class B, and Class C common stock ~~will~~ have identical rights, except that holders of our Class A common stock are entitled to one vote per share; holders of our Class B common stock will be entitled to ten (10) votes per share; and holders of our Class C common stock will be entitled to five (5) votes per share. Holders of shares of Class A, Class B, and Class C common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. We have not provided for cumulative voting for the election of directors in our certificate of incorporation.

Dividends

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of Class A, Class B, and Class C common stock shall be entitled to share equally in any dividends that our board of directors may determine to issue from time to time. In the event a dividend is paid in the form of shares of common stock or rights to acquire shares of common stock, the holders of Class A common stock shall receive Class A common stock, or rights to acquire Class A common stock, as the case may be; the holders of Class B common stock shall receive Class B common stock, or rights to acquire Class B common stock, as the case may be; and the holders of Class C common stock shall receive Class C common stock, or rights to acquire Class C common stock, as the case may be.

Liquidation Rights

Upon our liquidation, dissolution or winding-up, the holders of Class A, Class B, and Class C common stock shall be entitled to share equally all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock.

Conversion

Class A Common

Our Class A common stock is not convertible into any other shares of our capital stock.

Class B Common

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock shall convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our Certificate of Incorporation.

Once converted into Class A common stock, the Class B common stock will be classified as authorized and unissued, and may be reissued. No class of common stock may be subdivided or combined unless the other class of common stock concurrently is subdivided or combined in the same proportion and in the same manner.

The Amendment also provides that shares of Class B common stock, when converted into Class A common stock, will be deemed to be authorized and unissued shares. The prior version of the Company’s Certificate of Incorporation provided that Class B common stock, when converted into Class A common stock, would be retired and could not be reissued. The Amendment will permit the Company to reissue shares of Class B common stock after their conversion.

3970

Class C Common

Each share of Class C common stock is convertible as follows:

•Between the date of issuance by the Company to the holder (the “Issuance Date”) and the third anniversary of the Issuance Date, the Class C common stock may not be converted into Class A common stock.

-	Between the date of issuance by the Company to the holder (the “Issuance Date”) and the third anniversary of the Issuance Date, the Class C common stock may not be converted into Class A common stock.

-	Beginning on the third anniversary of the Issuance Date (the “Initial Conversion Date”), the shareholder may convert up to 25% of the Class C shares owned by such holder into shares of Class A common stock.

-	~~Beginning on the fourth anniversary of the Issuance Date, the shareholder may convert up to an additional 25% of the Class C shares owned by such holder into shares of Class A common stock.~~

-	~~Beginning on the fifth anniversary of the Issuance Date, the shareholder may convert up to an additional 25% of the Class C shares owned by such holder into shares of Class A common stock.~~

-	~~Beginning on the sixth anniversary of the Issuance Date, the shareholder may convert up to an additional 25% of the Class C shares owned by such holder into shares of Class A common stock.~~

-	~~The conversion schedule and limitations above are referred to herein as the “Conversion Schedule.~~

-	As discussed more fully below, any Transfer (as defined in the Amendment) of Class C Common Stock shall result in the Initial Conversion Date being deemed to be reset, and shall be the third anniversary of such Transfer, and the Conversion Schedule shall be reset and calculated from the reset Initial Conversion Date.

•Beginning on the third anniversary of the Issuance Date (the “Initial Conversion Date”), the shareholder may convert up to 25% of the Class C shares owned by such holder into shares of Class A common stock.

•Beginning on the fourth anniversary of the Issuance Date, the shareholder may convert up to an additional 25% of the Class C shares owned by such holder into shares of Class A common stock.

•Beginning on the fifth anniversary of the Issuance Date, the shareholder may convert up to an additional 25% of the Class C shares owned by such holder into shares of Class A common stock.

•Beginning on the sixth anniversary of the Issuance Date, the shareholder may convert up to an additional 25% of the Class C shares owned by such holder into shares of Class A common stock.

•The conversion schedule and limitations above are referred to herein as the “Conversion Schedule.

•As discussed more fully below, any transfer of Class C common stock shall result in the Initial Conversion Date being deemed to be reset, and shall be the third anniversary of such Transfer, and the Conversion Schedule shall be reset and calculated from the reset Initial Conversion Date.

Once converted into Class A common stock, the Class C common stock shall not be reissued. No class of common stock may be subdivided or combined unless the other class of common stock concurrently is subdivided or combined in the same proportion and in the same manner.

Restrictions on Transfer

Class A Common

There are no restrictions on the transfer of the Class A common stock, other than restrictions required by federal and state securities laws.

Class B Common

Each share of Class B ~~Common Stock~~common stock shall automatically, without any further action, convert into one (1) fully paid and non-assessable share of Class A ~~Common Stock~~common stock upon a Transfer (as defined in the Amendment) of such share, other than a Transfer:

•from a Class B Stockholder to any other Class B Stockholder who is a natural person to certain Permitted Entities, and from any of the Permitted Entities back to such Class B Stockholder and/or any other Permitted Entity established by or for such Class B Stockholder:

◦Certain trusts;

◦An Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or certain pensions, profit sharing, stock bonus or other type of plans or trusts;

◦Certain entities, including a corporation over which such Class B Stockholder has voting control; a partnership over which such Class B Stockholder has voting control; a limited liability company over which such Class B Stockholder has voting control;

•by a Class B Stockholder that is a partnership, or a nominee for a partnership, or a limited liability company, which partnership or limited liability company beneficially held more than five percent (5%) of

-	from a Class B Stockholder to any other Class B Stockholder who is a natural person to certain Permitted Entities, and from any of the Permitted Entities back to such Class B Stockholder and/or any other Permitted Entity established by or for such Class B Stockholder:

	o	~~Certain trusts;~~

	o	~~An Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or certain pensions, profit sharing,~~ the total outstanding shares of Class B common stock ~~bonus or other type of plans or trusts;~~

	o	Certain entities, including a corporation over which such Class B Stockholder has voting control; a partnership over which such Class B Stockholder has voting control; a limited liability company over which such Class B Stockholder has voting control;

-	by a Class B Stockholder that is a partnership, or a nominee for a partnership, or a limited liability company, which partnership or limited liability company beneficially held more than five percent (5%) of the total outstanding shares of Class B Common Stock as of the transfer to certain persons listed in the Amendment;

Additionally, each share of Class B ~~Common Stock~~common stock held of record by a Class B Stockholder who is a natural person, or by such Class B Stockholder’s Permitted Entities, shall automatically, without any further action, convert into one (1) fully paid and non-assessable share of Class A ~~Common Stock~~common stock upon the death of such Class B Stockholder.

Shares of Class B ~~Common Stock~~common stock that are converted into shares of Class A ~~Common Stock~~common stock as provided in this section shall be retired and may not be reissued.

Class C Common

Upon the Transfer (as defined in the Amendment) of any share of Class C ~~Common Stock~~common stock other than a Transfer:

•from a Class C Stockholder to any other Class C Stockholder who is a natural person to certain Permitted Entities, and from any of the Permitted Entities back to such Class C Stockholder and/or any other Permitted Entity established by or for such Class C Stockholder:

◦Certain trusts;

-	from a Class C Stockholder to any other Class C Stockholder who is a natural person to certain Permitted Entities, and from any of the Permitted Entities back to such Class C Stockholder and/or any other Permitted Entity established by or for such Class C Stockholder:

	o	~~Certain trusts;~~

	o	~~An Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or certain pensions, profit sharing, stock bonus or other type of plans or trusts;~~

	o	Certain entities, including a corporation over which such Class C Stockholder has voting control; a partnership over which such Class C Stockholder has voting control; a limited liability company over which such Class C Stockholder has voting control;

-	by a Class C Stockholder that is a partnership, or a nominee for a partnership, or a limited liability company, which partnership or limited liability company beneficially held more than five percent (5%) of the total outstanding shares of Class C Common Stock as of the transfer to certain persons listed in the Amendment;

◦An Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or certain pensions, profit sharing, stock bonus or other type of plans or trusts;

◦Certain entities, including a corporation over which such Class C Stockholder has voting control; a partnership over which such Class C Stockholder has voting control; a limited liability company over which such Class C Stockholder has voting control;

•by a Class C Stockholder that is a partnership, or a nominee for a partnership, or a limited liability company, which partnership or limited liability company beneficially held more than five percent (5%) of the total outstanding shares of Class C common stock as of the transfer to certain persons listed in the Amendment;

the Initial Conversion Date shall be deemed to be reset, and shall be the third anniversary of such Transfer, and the Conversion Schedule shall be reset and calculated from the reset Initial Conversion Date.

Additionally, each share of Class C ~~Common Stock~~common stock held of record by a Class C Stockholder who is a natural person, or by such Class C Stockholder’s Permitted Entities, shall automatically, without any further action, convert into one (1) fully paid and non-assessable share of Class A Common Stock upon the death of such Class C Stockholder.

The transfer agent and registrar for our Class A and Class C common stock is VStock Transfer, LLC. The transfer agent’s address is 18 Lafayette Place, Woodmere, NY 11598, and its telephone number is 212.828.8436.

Preferred Stock

We are authorized by our Certificate of Incorporation to issue one or more series of preferred stock, and our Board of Directors is authorized to determine the rights, preferences, and terms of any such series without being required to seek approval of the shareholders. This is often referred to as having “blank check” preferred stock rights.

As of the date of this ~~Prospectus,~~prospectus, we had one series of preferred stock outstanding, our Series B Convertible Preferred Stock (the “Series B Preferred Stock”).

The terms of the Series B Preferred Stock include the following:

-		~~Number of shares: The Company designated 100 shares of Series B Preferred Stock.~~

-		~~The Stated Value of the Series B Preferred Stock is $1.00 per share.~~

-		~~No dividends will accrue.~~

-		~~Voting Rights~~

	o	If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have that number of votes (identical in every other respect to the voting rights of the holders of all classes of Common Stock or series of preferred stock entitled to vote at any regular or special meeting of stockholders) equal to two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock.

	o	~~If more than one share of Series B Preferred Stock is issued and outstanding at any time, then each individual share of Series B Preferred Stock shall have the voting rights equal to:~~

	◾	~~Two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock~~

		~~Divided by:~~

	◾	~~the number of shares of Series B Preferred Stock issued and outstanding at the time of voting.~~

-		~~Liquidation~~

	o	Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the Holders of the Series B Preferred Stock are entitled to receive out of the assets of the Company for each share of Series B Preferred Stock then held by the Holder an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable before any distribution or payment shall be made to the holders of any Junior Securities.

-		~~Conversion: The Series B Preferred Stock shall be convertible into shares of the Company's Class A Common Stock only as follows:~~

	o	In the event that the Holder of Series B Preferred Stock ceases to be a director of the Company, upon such director's resignation or removal from the board by any means, the shares of Series B Preferred Stock held by such resigning or removed director shall convert automatically into that same number of shares of Class A Common Stock (i.e. on a one-for-one share basis).

	o	Shares of Series B Preferred Stock converted into Class A Common Stock, canceled, or redeemed, shall be canceled and shall have the status of authorized but unissued shares of undesignated preferred stock.

•Number of shares: The Company designated 100 shares of Series B Preferred Stock.

•The Stated Value of the Series B Preferred Stock is $1.00 per share.

•No dividends will accrue.

•Voting Rights

◦If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have that number of votes (identical in every other respect to the voting rights of the holders of all classes of common stock or series of preferred stock entitled to vote at any regular or special meeting of stockholders) equal to two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock.

◦If more than one share of Series B Preferred Stock is issued and outstanding at any time, then each individual share of Series B Preferred Stock shall have the voting rights equal to:

–Two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock

•Divided by:

◦the number of shares of Series B Preferred Stock issued and outstanding at the time of voting.

•Liquidation

◦Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the Holders of the Series B Preferred Stock are entitled to receive out of the assets of the Company for each share of Series B Preferred Stock then held by the Holder an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable before any distribution or payment shall be made to the holders of any Junior Securities.

•Conversion: The Series B Preferred Stock shall be convertible into shares of the Company's Class A common stock only as follows:

◦In the event that the Holder of Series B Preferred Stock ceases to be a director of the Company, upon such director's resignation or removal from the board by any means, the shares of Series B Preferred Stock held by such resigning or removed director shall convert automatically into that same number of shares of Class A Common Stock (i.e. on a one-for-one share basis).

◦Shares of Series B Preferred Stock converted into Class A Common Stock, canceled, or redeemed, shall be canceled and shall have the status of authorized but unissued shares of undesignated preferred stock.

As of the date of this ~~Prospectus,~~prospectus, we had 53 shares of Series B Preferred Stock outstanding, held by the members of our Board of Directors.

~~Dividend Policy~~

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our common stock for the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may deem relevant.

Anti-Takeover Provisions of Our Charter Documents and Delaware Law

Some provisions of our Charter, our Bylaws and Delaware law could make it more difficult to acquire our company by means of a tender offer, a proxy contest, or otherwise.

Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, for a proposal to be timely submitted for consideration at an annual meeting, notice must be delivered to our secretary not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding

year. Our Bylaws specify the requirements as to form and content of all stockholders’ notices. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed.

Our Charter and Bylaws both provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified. Accordingly, the board of directors could prevent any stockholder from filling the new directorships with such stockholder’s own nominee.

Additionally, as noted, our Charter provides our Board with “blank check” preferred stock authority, by which means the Board of Directors may designate a new series of preferred stock, and determine the rights and preferences, including voting rights, without the need to seek approval from our shareholders.

Delaware Anti-Takeover Law

We are subject to Section 203 of the Delaware General Corporation Law which contains anti-takeover provisions. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date that the person became an interested stockholder, unless the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a business combination includes a merger, asset or stock sale or another transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns 15% or more of the corporation’s voting stock. The existence of this provision may have an anti-takeover effect with respect to transactions that are not approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

No Cumulative Voting

Under Delaware law, cumulative voting for the election of directors is not permitted unless a corporation’s certificate of incorporation authorizes cumulative voting. Our Charter does not provide for cumulative voting in the election of directors. Cumulative voting allows a minority stockholder to vote a portion or all of its shares for one or more candidates for seats on our board of directors. Without cumulative voting, a minority stockholder will not be able to gain as many seats on our board of directors based on the number of shares of our stock the stockholder holds as compared to the number of seats the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board’s decision regarding a takeover.

Stockholder Action by Written Consent

Delaware law generally provides that the affirmative vote of a majority of the shares entitled to vote on such matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws requires a greater percentage. Our Charter permits our board of directors to amend or repeal most provisions of our Bylaws by majority vote. Generally, our Charter may be amended by holders of a majority of the voting power of the then outstanding shares of our capital stock entitled to vote. The stockholder vote or consent with respect to an amendment of our Charter or Bylaws would be in addition to any separate class vote that might in the future be required under the terms of any series of preferred stock that might be outstanding at the time such a proposed amendment were submitted to stockholders. Delaware law and the provisions of our Bylaws generally permit stockholders owning the requisite percentage of shares of common stock necessary to approve an amendment to our Charter and Bylaws to act by written consent in lieu of a meeting of our stockholders.

Limitation of Liability and Indemnification of Officers and Directors

Our Bylaws provide indemnification, including advancement of expenses, to the fullest extent permitted under applicable law to any person made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that such person is

or was a director or officer of the company, or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan. In addition, our Charter provides that our directors will not be personally liable to us or our stockholders for monetary damages for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our shareholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal benefit from their action as directors. This provision does not limit or eliminate our rights or the rights of any stockholder to seek nonmonetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. In addition, this provision does not limit the directors’ responsibilities under Delaware law or any other laws, such as the federal securities laws. We have obtained insurance that insures our directors and officers against certain losses, and which insures us against our obligations to indemnify the directors and officers. We also have entered into indemnification agreements with our directors and executive officers.

~~SELLING STOCKHOLDER~~

PLAN OF DISTRIBUTION

We are offering up to [ ] Units, based on an assumed public offering price of $[ ] per Unit, which represents the closing price of our Class A common stock on Nasdaq on August ___, 2023, gross proceeds of up to approximately $[ ] million before deduction of placement agent commissions and offering expenses, in a best-efforts offering. There is no minimum amount of proceeds that is a condition of closing of this offering. The actual amount of gross proceeds, if any, in this offering could vary substantially from the gross proceeds from the sale of the maximum amount of securities being offered in this prospectus.

A.G.P./Alliance Global Partners has agreed to act as our exclusive placement agent in connection with this offering subject to the terms and conditions of a placement agency agreement dated July 11, 2023. The placement agent is not purchasing or selling any of the securities offered by this prospectus, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities, but it has agreed to use its reasonable best efforts to arrange for the sale of all of the securities offered hereby. Therefore, we will enter into a securities purchase agreement directly with the institutional investors, at the investors option, who purchase our securities in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus in connection with the purchase of our securities in this offering.

We will deliver the securities being issued to the investors upon receipt of investor funds for the purchase of the securities offered pursuant to this prospectus. We expect to deliver the securities being offered pursuant to this prospectus on or about August __, 2023.

We have agreed to indemnify the placement agent and specified other persons against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the placement agent may be required to make in respect thereof.

Fees and Expenses

This ~~prospectus relates~~offering is being conducted on a reasonable best efforts basis and the placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the placement agent fees set forth in the table below.

Per Unit (including Class A common stock)

Per Unit (including Pre-Funded Warrants)

Total

Public Offering Price(1)

Placement Agent Fees(2)

Proceeds to Company (before expenses) (3)

__________________

(1)The combined public offering price is $[ ] per share of Class A common stock and accompanying Warrant and $[ ] per Pre-Funded Warrant and accompanying Warrant.

(2)Represents a cash fee equal to seven percent (7.0%) of the aggregate purchase price paid by investors in this offering. We have also agreed to reimburse the Placement Agent for its accountable offering-related legal expenses in an amount up to $100,000 and pay the Placement Agent a non-accountable expense allowance of $10,000.

(3)The amount of offering proceeds to us presented in this table assumes No Pre-Funded Warrants are issued in lieu of shares of Class A common stock and does not give effect to any exercise of the Warrants.

We have agreed to pay to the ~~possible~~placement agent a cash fee equal to 7% of the aggregate gross proceeds raised in this offering.

We have also agreed to reimburse the placement agent at closing for legal and other expenses incurred by the placement agent in connection with this offering in an amount equal to $100,000 and for certain non-accountable expenses, up to $10,000. We estimate the total expenses payable by us for this offering, excluding the placement agent fees and expenses, will be approximately $200,000.

The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the Placement Agent acting as principal. Under these rules and regulations, the Placement Agent:

•may not engage in any stabilization activity in connection with our securities; and

•may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Listing

Our Class A common stock is listed on The Nasdaq Capital Market under the trading symbol “ALPP.” We do not plan to list the Pre-Funded Warrants or the Common Warrants on the Nasdaq Capital Market or any other securities exchange or trading market.

Lock-Up Agreements

We have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our Class A common stock or other securities convertible into or exercisable or exchangeable for our Class A common stock for a period of 30-days after this offering is completed without the prior written consent of the Placement Agent. We have also agreed, subject to certain exceptions, not to effect or enter into an agreement to effect any issuance by us or any of our subsidiaries of shares of our Class A common stock or other securities convertible into or exercisable or exchangeable for our Class A common stock involving a variable rate transaction for a period of 90-days. Additionally, each of our officers and directors as of the date of this prospectus have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our Class A common stock or other securities convertible into or exercisable or exchangeable for our Class A common stock for a period of 90-days after this offering is completed without the prior written consent of the Placement Agent.

Indemnification

We have agreed to indemnify the placement agent against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the placement agent may be required to make for these liabilities.

Determination of Offering Price and Exercise Price

The actual public offering price of the securities we are offering, and the exercise price of the Warrants included in the Units and the Pre-Funded Warrants that we are offering, will be negotiated between us and the investors in the offering based on the trading of our common stock prior to the offering, amongst other things. Other factors considered in determining the public offering price of the securities we are offering, as well as the exercise price of the Warrants included in the Units and the Pre-Funded Warrants that we are offering, will include the stage of development of our business, our business plans for the future and the extend to which they have been implemented, an assessment of our management, the general conditions of the securities markets at the time of the offering and such other factors as are deemed relevant.

The public offering price of the securities we are offering was negotiated between us and the investors, in consultation with the placement agent based on the trading of our shares of Class A common stock prior to the offering, among other things. Other factors considered in determining the public offering price of the securities we are offering include our history and prospects, the industry in which we operate, our past and present operating results, the stage of development of our business, our business plans for the future and the extent to which they have

been implemented, the previous experience of our executive officers, general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

Regulation M

The placement agent may be deemed to be an underwriter within the meaning of Section2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule415(a)(4)under the Securities Act and Rule10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of securities by the placement agent acting as principal. Under these rules and regulations, the placement agent:

may not engage in any stabilization activity in connection with our securities; and may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Discretionary Accounts

The placement agent does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.

Other Activities and Relationships

The placement agent and certain of its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The placement agent and certain of its affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the placement agent and certain of its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the placement agent or its affiliates enter into a lending relationship with us, they will routinely hedge their credit exposure to us consistent with their customary risk management policies. The placement agent and its affiliates may hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the shares of Class A common stock offered hereby. Any such short positions could adversely affect future trading prices of the shares of Class A common stock offered hereby. The placement agent and certain of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

SHARES TO BE OFFERED BY THE SELLING STOCKHOLDERS

In addition to the Units being offered by the Company, this registration statement registers the resale of certain shares of our Class A common stock by three Selling Shareholders: Armistice Capital Master Fund, Ltd. (“Armistice”); Mast Hill Fund L.P., a Delaware limited partnership (“Mast Hill”); and J.H. Darbie & Co. (“JH Darbie”).

Shares Registered for Resale by Armistice

This registration statement registers the resale of up to _________ shares of Class A common stock which were issued to Armistice in July 2022, as well as up to _________ shares of Class A common stock issuable upon exercise of the Warrants that were issued to Armistice.

July 2022 Offering of Shares and Warrants

On July 11, 2022, we entered into a securities purchase agreement with Armistice and other investors, pursuant to which we agreed to offer and sell to Armistice, in a registered direct offering, _________ shares of our Class A common stock (the “2022 Armistice Shares”) and warrants to purchase up to 1,630,435 Shares of Class A common stock (the “2022 Armistice Warrants”).

The 2022 Armistice Shares, the 2022 Armistice Warrants, and the shares of common stock issuable upon exercise of the 2022 Armistice Warrants (the “2022 Armistice Warrant Shares”) were offered by us pursuant to an effective shelf registration statement on Form S-3 (No. 333-252539), which was declared effective by the SEC on February 10, 2021, and a corresponding prospectus supplement, dated July 11, 2022.

The exercise price and number of 2022 Armistice Warrant Shares were subject to adjustment in the event of any stock dividend or split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the 2022 Armistice Warrants, and the number of 2022 Armistice Warrant Shares and the exercise price were adjusted in connection with the Reverse Split that took effect on May 15, 2023.

November 2021 Offering of Shares and Warrants

On November 23, 2021, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company will sell to the Purchasers in a registered direct offering, an aggregate of 1,071,429 shares of Class A common stock and warrants to purchase up to 535,715 shares of Class A common stock underlying the Warrants, for aggregate gross proceeds to the Company of $24,000,000.

In connection with the November 23, 2021 transaction, we issued warrants to purchase up to 89,286 shares of Class A common stock to an investor which subsequently assigned the warrants (the “2021 Armistice Warrants”) to Armistice.

The exercise price and number of 2021 Armistice Warrant Shares also were subject to adjustment in the event of any stock dividend, or split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the 2021 Armistice Warrants, and the number of 2021 Armistice Warrant Shares and the exercise price were adjusted in connection with the Reverse Split that took effect on May 15, 2023.

We are registering the resale by Armistice of the ~~selling stockholder, Lincoln Park,~~1,719,721 shares of Class A common stock issuable upon exercise of the 2022 Armistice Warrants and the 2021 Armistice Warrants in order to permit Armistice to offer the shares for resale from time to time. Except for its participation in our financing that closed on July 13, 2022, Armistice has not had any material relationship with us within the past three years.

Shares Registered for Resale by Mast Hill

On June 29, 2023, the Company entered into a securities purchase agreement with Mast Hill, pursuant to which the Company issued and sold to Mast Hill a senior convertible promissory note in the aggregate principal amount of $1,670,000 (the “Senior Note”), convertible into shares (the “Conversion Shares”) of the Company’s Class A common stock (the “Common Stock”), pursuant to the terms, conditions, and limitations set forth in the Senior Note.

The Company also agreed to issue to Mast Hill (i) a common stock purchase warrant (the “Mast Hill Warrant”) to purchase 200,000 shares of Common Stock (the “MH Warrant Shares”), (ii) 67,400 shares of Common Stock (the “MH First Commitment Shares”), and 1,200,000 shares of Common Stock (the “MH Second Commitment Shares”). Under the Transaction Agreement, the MH Second Commitment Shares will be returned to the Company upon the Company’s full performance of certain specified obligations under the Mast Hill transaction agreements, but will become non-returnable should certain events of default occur as defined under the terms of the Mast Hill transaction agreements.

We are registering the resale by Mast Hill of the 1,467,400 shares of Class A common stock, consisting of the MH Warrant Shares, the MH First Commitment Shares, and the MH Second Commitment Shares in order to permit Mast Hill to offer the shares for resale from time to time. Except for its participation in our financing that closed on June 29, 2023, Mast Hill has not had any material relationship with us within the past three years.

Shares Registered for Resale by JH Darbie

JH Darbie served as the finder in connection with the offer and sale of the Note to Mast Hill. JH Darbie received a warrant (the “JH Darbie Warrant”) to purchase 3,579 shares of the Company’s Common stock (the “JH Darbie Warrant Shares”).

We are registering the resale by JH Darbie of the JH Darbie Warrant Shares in order to permit JH Darbie to offer the shares for resale from time to time. Except for its participation in our financing that closed on June 29, 2023, JH Darbie has not had any material relationship with us within the past three years.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by such Selling Stockholders. The second column lists the number of shares of common stock ~~that have been or may be issued to Lincoln Park pursuant to~~beneficially owned by the ~~Purchase Agreement. We are filing the registration statement~~Selling Stockholders, as of ~~which this prospectus forms a part pursuant to the provisions~~August ___, 2023, assuming exercise of all of the ~~Registration Rights Agreement, which we entered into with Lincoln Park~~warrants held by such Selling Stockholders on ~~January 16, 2020, concurrently with our execution of the Purchase Agreement, in which we agreed~~such date, without regard to ~~provide certain registration rights with respect to sales by Lincoln Park of~~any limitations on exercises. The third column lists the shares of ~~our~~ common stock ~~that have been or may be issued to Lincoln Park under the Purchase Agreement.~~

~~Lincoln Park, as the selling stockholder, may, from time to time, offer and sell pursuant to~~being offered by this prospectus by the Selling Stockholders.

This prospectus generally covers the resale of the maximum number of shares of common stock issuable upon exercise of the Mast Hill Warrants and JH Darbie Warrants (collectively, the “Warrants”), determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any orlimitations on the exercise of the Warrants. The fourth column assumes the sale of all of the shares ~~that we~~offered by the Selling Stockholder pursuant to this prospectus.

Under the terms of the Warrants, the Selling Stockholders may not exercise their Warrants to the extent such exercise would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such Warrants which have ~~sold or~~not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell ~~to Lincoln Park under the Purchase Agreement. The selling stockholder may sell~~all, some ~~all~~ or none of their shares in this offering. See Plan of Distribution.

Selling Stockholder

Number of Shares of Common Stock Owned Prior to Offering

Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus

Number of Shares of Common Stock Owned After the Offering

Percentage of Common Stock Owned After the Offering (3)

Armistice Capital Master Fund Ltd. (1)(2)

Mast Hill Fund L.P. (4)(5)

JH Darbie & Co. (6)(7)

__________________

(1)The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the Master Fund), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (Armistice Capital), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

(2)The number of shares beneficially owned includes (i) ____________ shares of Class A common stock, and (ii) 1,719,721 shares of common stock issuable upon exercise of the 2022 Armistice Warrants and the 2021 Armistice Warrants. The warrants are subject to a beneficial ownership limitation of 4.99% or 9.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its ~~shares. We~~affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The amounts and percentage in the table do not ~~know how long~~give effect to the ~~selling stockholder~~beneficial ownership limitations.

(3)Based on 24,224,657 shares of Class A common stock outstanding as of August 4, 2023, and assumes that following the offering all of the warrants will ~~hold~~have been exercised (such that _________ shares of common stock will be outstanding), and all of the shares ~~before selling them,~~offered by the Selling Stockholder hereunder will have been sold.

(4)The securities listed in the table above are directly held by Mast Hill Fund L.P., a Delaware limited partnership, The address of Mast Hill is 48 Parker Road, Wellesley, MA 02482.

(5)The number of shares listed in the table above includes 200,000 MH Warrant Shares; 67,400 MH First Commitment Shares; and ~~we currently have no agreements, arrangements or understandings with~~1,200,000 MH Second Commitment Shares. However, under the ~~selling stockholder regarding~~Mast Hill securities purchase agreement, the ~~sale~~MH Second Commitment Shares will be returned to the Company upon the Company’s full performance of ~~any~~certain specified obligations under the securities purchase agreement, including repayment of the ~~shares.~~Senior Note per the schedule set forth in the Senior Note, but will become non-returnable should certain events of default occur as defined under terms of the Mast Hill transaction agreements.

(6)The securities listed in the table above are directly held by JH Darbie & Co. The address of JH Darbie is 48 Wall Street, Suite 1206, New York, NY 10005.

(7)The ~~following~~shares listed in the table ~~presents information regarding the selling stockholder and~~above consists of the shares that it may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the selling stockholder, and reflects its holdings as of February 10, 2020. Neither Lincoln Park nor any of its affiliates has held a position or office, or had any other material relationship, with us or any of our predecessors or affiliates. Beneficial ownership is determined in accordance with Section 13(d)issuable upon exercise of the ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 13d-3 thereunder.~~JH Darbie Warrants.

Selling Stockholder Shares Beneficially Owned Before this Offering Percentage of Outstanding Shares Beneficially Owned Before this Offering Shares to be Sold in this Offering Percentage of Outstanding Shares Beneficially Owned After this Offering
Lincoln Park Capital Fund, LLC (1) 3,941,752(2 ) 3.56 %(3) 14,000,000 (4) *(5 )

~~_____________~~

* Represents less than 1%

~~(1)~~	Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.

~~(2)~~	Represents 2,275,086 Commitment Shares of our common stock issued to Lincoln Park upon our execution of the Purchase Agreement as a fee for its commitment to purchase shares of our common stock under the Purchase Agreement, together with and 1,666,666 Initial Purchase Shares, all of which shares are covered by the registration statement that includes this prospectus. We have excluded from the number of shares beneficially owned by Lincoln Park prior to the offering all of the additional shares of common stock that Lincoln Park may be required to purchase pursuant to the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to certain conditions, the satisfaction of all of which are outside of Lincoln Park’s control, including the registration statement of which this prospectus is a part becoming and remaining effective. Furthermore, under the terms of the Purchase Agreement, issuances and sales of shares of our common stock to Lincoln Park are subject to certain limitations on the amounts we may sell to Lincoln Park at any time, including the Beneficial Ownership Cap. See the description under the heading “Lincoln Park Transaction” for more information about the Purchase Agreement.

~~(3)~~	Based on 110,677,860 outstanding shares of our common stock as of February 10, 2020, which includes the 2,275,086 Commitment Shares and the and 1,666,666 Initial Purchase Shares we issued to Lincoln Park on January 16, 2020.

~~(4)~~	Although the Purchase Agreement provides that we may sell up to $10,000,000 of our common stock to Lincoln Park, only and,14,000,000 shares of our common stock are being offered under this prospectus, which represents: (i) 2,275,086 Commitment Shares issued to Lincoln Park upon our execution of the Purchase Agreement as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement; (ii) and 1,666,666 Initial Purchase Shares; and (iii) an aggregate of and 10,058,248 shares of our common stock that may be sold by us to Lincoln Park at our discretion from time to time over a 36-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has declared effective the registration statement that includes this prospectus. Depending on the price per share at which we sell our common stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $10,000,000 total commitment available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by Lincoln Park is dependent upon the number of shares we sell to Lincoln Park under the Purchase Agreement.

~~(5)~~	~~Assumes the sale of all shares of common stock registered pursuant to this prospectus, although the selling stockholder is under no obligation to sell any shares of common stock at this time.~~

PLANPLAN OF DISTRIBUTION

– SELLING STOCKHOLDERS

The common stock offered by this prospectus is being offered by the ~~selling stockholder, Lincoln Park.~~three Selling Stockholders listed above. The common stock may be sold or distributed from time to time by the ~~selling stockholder~~Selling Stockholders directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus could be affected in one or more of the following methods:

•ordinary brokers’ transactions;

-	~~ordinary brokers’ transactions;~~

-	~~transactions involving cross or block trades;~~

-	~~through brokers, dealers, or underwriters who may act solely as agents;~~

-	~~“at the market” into an existing market for the common stock;~~

-	~~in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;~~

-	~~in privately negotiated transactions; or~~

-	~~any combination of the foregoing.~~

•transactions involving cross or block trades;

•through brokers, dealers, or underwriters who may act solely as agents;

•“at the market” into an existing market for the common stock;

•in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

•in privately negotiated transactions; or

•any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

~~Lincoln Park is an “underwriter”~~The Selling Stockholders may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act.

~~Lincoln Park has informed us that it intends to~~The Selling Stockholders may use an unaffiliated broker-dealer to effectuate all sales, if any, of the common stock that it may purchase from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. ~~Lincoln Park has informed us that each~~Each such broker-dealer will receive commissions from ~~Lincoln Park~~the Selling Stockholders that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the ~~selling stockholder~~Selling Stockholders and/or purchasers of the common stock for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor ~~Lincoln Park~~the Selling Stockholders can presently estimate the amount of compensation that any agent will receive.

We know of no existing arrangements between ~~Lincoln Park~~the Selling Stockholders or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from the selling stockholder, and any other required information.

We will pay the expenses incident to the registration, offering, and sale of the shares to Lincoln Park. We have agreed to indemnify Lincoln Park and certain other persons against certain liabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Lincoln Park has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Lincoln Park specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

Lincoln Park has represented to us that at no time prior to the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised Lincoln Park that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

~~This offering will terminate on the earlier of (i) termination of the Purchase Agreement or (ii) the date that all shares offered by this prospectus have been sold by Lincoln Park.~~

~~Placement Agent Fee~~

Prior to our entry into the Purchase Agreement, we had engaged Alliance Global Partners (“A.G.P.”) as a placement agent to help us raise capital in connection with a private offering. A.G.P. introduced us to Lincoln Park, for which we agreed to pay A.G.P. a fee of 10% of the amount of the funds received from Lincoln Park. At the time of signing our agreement with A.G.P., we paid an advance of $12,000, which was to be applied to the 10% fee payable. In connection with execution of the Purchase Agreement, we sold the Initial Purchase Shares to Lincoln Park for $250,000, and were obligated to pay a fee of $25,000 to A.G.P., and we paid the remaining $13,000. Going forward, we are required to pay a placement agent fee of 10% to A.G.P. of all amounts received from Lincoln Park.

Our common stock is quoted on the ~~OTCQB~~Nasdaq Capital Markets under the symbol “ALPP.”

LEGAL MATTERS

The legal validity of the securities offered by this prospectus will be passed upon for us by Kirton McConkie, P.C., Salt Lake City, Utah.

EXPERTS

The ~~audited~~consolidated financial statements of Alpine 4 Holdings, Inc. as of December 31, 2021 and for the ~~fiscal years~~year then ended, ~~December 31, 2017, and December 31, 2018 and for each of the two years in the period ended December 31, 2018,~~ appearing in this prospectus and the registration statement, have been audited by MaloneBailey, ~~LLC,~~LLP, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Alpine 4 Holdings, Inc. as of December 31, 2022 and for the year then ended have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon (which report expresses an unqualified opinion and includes an explanatory paragraph relating to going concern), and included in this Prospectus and Registration Statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus and it does not contain all information in the registration statement, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.

In addition, since our common stock is registered under the Securities Exchange Act of 1934, we are required to file annual, quarterly, and current reports, or other information with the SEC as provided by the Securities Exchange Act of 1934, as amended. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on the Investor Relations portion of our website, www.alpine4.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, the SEC maintains an internet site that contains the reports, proxy and information statements, and other information we electronically file with or furnish to the SEC, located at http://www.sec.gov.

Information contained in, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

ALPINE 4 HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Financial Statements

Contents


			Page
Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)			F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 206)			F-3
Consolidated Balance Sheets as of December 31, 2022, and 2021			F-4
Consolidated Statements of Operations for the Years Ended December 31, 2022, and 2021			F-6
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 2022, and 2021			F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, and 2021			F-9
Notes to Consolidated Financial Statements			F-11
Consolidated Balance Sheet as of March 31, 2023, and December 31, 2022			F-49
C ons olidated S tatements of Operations as of March 31, 2023, and 2022			F -50
Consolidated Statements of Changes in Stockholders’ Equity as of December 31, 2022, and 2021			F-51
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023, and 2022			F-52
Notes to Unaudited Consolidated Financial Statements			F-53

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~To the Board of Directors and Stockholders of~~

~~Alpine 4 Technologies, Ltd.~~

~~Phoenix, Arizona~~

To the Stockholders and the Board of Directors of Alpine 4 Holdings, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of Alpine 4 ~~Technologies, Ltd.~~Holdings, Inc. and ~~its~~ subsidiaries ~~(collectively, the “Company”)~~(the Company) as of December 31, ~~2018 and 2017, and~~2022, the related consolidated statements of operations, changes in stockholders’ ~~deficit,~~equity (deficit) and cash flows, for the ~~years~~year then ended, and the related notes (collectively, ~~referred to as~~ the ~~“financial statements”)~~financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2018 and 2017,~~2022, and the results of ~~their~~its operations and ~~their~~its cash flows for the ~~years~~year then ended in conformity with accounting principles generally accepted in the United States of America.

Going Concern ~~Matter~~

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 31A to the financial statements, the Company has suffered recurring losses from operations and ~~has a net capital deficiency that~~recurring negative cash flows from operations. This raises substantial doubt about ~~its~~the Company's ability to continue as a going concern. Management's plans in regard to these matters also are ~~also~~ described in Note 3.1A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on the ~~Company’s~~Company's financial statements based on our ~~audits.~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~("PCAOB")~~(PCAOB) and are required to be independent with respect to the Company in accordance with ~~the~~ U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the ~~Company's~~Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audits provide~~audit provides a reasonable basis for our opinion.

/s/ RSM US LLP

We have served as the Company's auditor since 2022.

Phoenix, Arizona

May 5, 2023

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Alpine 4 Holdings, Inc and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Alpine 4 Holdings, Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2021, and the related consolidated statement of operations, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor ~~since 2015.~~from 2015 to 2022.

Houston, Texas

April ~~22, 2019~~13, 2022, except for the restatement discussed in Note 1 as to which the date is March 16, 2023.

~~F - 1~~

F-3

ALPINE 4 ~~TECHNOLOGIES, LTD.~~HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	December 31, 2022		December 31, 2021
ASSETS
CURRENT ASSETS:
Cash	$	2,673,541	$	3,715,666

Accounts receivable, net	17,139,944		11,875,176
Contract assets	1,402,788		877,904
Inventory	25,258,369		24,419,654
Prepaid expenses and other current assets	2,428,223		1,955,907
Total current assets	48,902,865		42,844,307

Property and equipment, net	19,503,485		28,101,471
Intangible assets, net	36,282,609		39,180,664
Right of use assets	16,407,566		1,460,206
Goodwill	22,680,084		22,680,084
Other non-current assets	1,855,605		357,118
TOTAL ASSETS	$	145,632,214	$	134,623,850

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable	$	8,608,554	$	7,744,957
Accrued expenses	6,749,890		5,074,006
Contract liabilities	5,284,285		6,359,449
Notes payable, current portion	3,201,136		5,690,524


Line of credit, current portion	7,426,814		4,473,489
Financing lease obligation, current portion	725,302		649,343
Operating lease obligation, current portion	1,318,885		428,596
Total current liabilities	33,314,866		30,420,364

Notes payable, net of current portion	4,266,350		8,426,105

Line of credit, net of current portion	7,215,520		5,640,051
Financing lease obligations, net of current portion	14,592,813		15,319,467
Operating lease obligations, net of current portion	15,262,494		1,066,562
Series C and Series D preferred stock subject to redemption	—		400,092
Deferred tax liability	988,150		1,861,165
TOTAL LIABILITIES	75,640,193		63,133,806

Commitment and contingencies (Note 11)
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.0001 par value, 5,000,000 shares authorized	—		—
Series B preferred stock; $1.00 stated value; 100 shares authorized, 5 and 5 shares issued and outstanding at December 31, 2022 and 2021	5		5
Class A Common stock, $0.0001 par value, 295,000,000 shares authorized, 178,425,932 and 161,798,817 shares issued and outstanding at December 31, 2022 and 2021	17,844		16,182
Class B Common stock, $0.0001 par value, 10,000,000 shares authorized, 8,548,088 and 8,548,088 shares issued and outstanding at December 31, 2022 and 2021	854		854

December 31, December 31,
2018 2017

ASSETS

CURRENT ASSETS:
Cash $ 207,205 $ 128,512
Accounts receivable 2,610,354 1,560,480
Inventory 2,175,795 1,212,546
Capitalized contract costs 64,234 -
Prepaid expenses and other current assets 222,200 154,385
Assets of discontinued operations 121,296 574,174
Total current assets 5,401,084 3,630,097

Property and equipment, net 7,990,556 5,023,758
Intangible asset, net 677,210 752,622
Goodwill 3,193,861 1,963,761
Other non-current assets 290,238 258,238
Assets of discontinued operations 387,727 4,342,474

TOTAL ASSETS $ 17,940,676 $ 15,970,950

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable $ 3,102,970 $ 1,367,989
Accrued expenses 1,254,853 739,645
Deferred revenue 25,287 64,918
Derivative liabilities 1,892,321 271,588
Deposits 12,509 12,509
Notes payable, current portion 3,645,603 1,814,689
Notes payable, related parties, current portion 132,000 43,500
Convertible notes payable, current portion, net of discount of $942,852 and $79,630 2,644,735 2,302,620
Financing lease obligation, current portion 105,458 24,590
Net liabilities of discontinued operations 2,752,447 3,344,974
Total current liabilities 15,568,183 9,987,022

Notes payable, net of current portion 4,517,441 -
Convertible notes payable, net of current portion 450,000 1,660,106
Financing lease obligations, net of current portion 8,295,176 6,560,112
Deferred revenue - 43
Deferred tax liability 608,304 181,703

TOTAL LIABILITIES 29,439,104 18,388,986

REDEEMABLE COMMON STOCK
Class A Common stock, $0.0001 par value, 0 and 379,403 shares issued and outstanding at December 31, 2018 and 2017 - 1,439,725

STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding at December 31, 2018 and 2017 - -
Class A Common stock, $0.0001 par value, 100,000,000 shares authorized, 26,567,410 and 23,222,087 shares issued and outstanding at December 31, 2018 and 2017 2,575 2,322
Class B Common stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 and 1,600,000 shares issued and outstanding at December 31, 2018 and 2017 500 160
Additional paid-in capital 17,018,591 16,573,632
Accumulated deficit (28,520,094 ) (20,433,875 )
Total stockholders' deficit (11,498,428 ) (3,857,761 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 17,940,676 $ 15,970,950

F-4


Class C Common stock, $0.0001 par value, 15,000,000 shares authorized, 12,238,232 and 12,500,200 shares issued and outstanding at December 31, 2022 and 2021	1,224		1,250
Additional paid-in capital	141,723,921		130,348,267
Accumulated deficit	(71,751,827)		(58,876,514)
Total stockholders' equity (deficit)	69,992,021		71,490,044
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	145,632,214	$	134,623,850

The accompanying notes are an integral part of these consolidated financial statements.

~~F - 2~~

F-5

ALPINE 4 ~~TECHNOLOGIES, LTD.~~HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended
December 31,

2018 2017

Revenue $ 14,261,794 $ 8,318,016
Cost of revenue 9,440,998 5,907,421
Gross Profit 4,820,796 2,410,595

Operating expenses:
General and administrative expenses 5,470,148 2,814,111

Total operating expenses 5,470,148 2,814,111
Loss from operations (649,352 ) (403,516 )

Other expenses
Interest expense (3,121,201 ) (1,262,493 )
Change in value of derivative liability 604,219 (126,054 )
Gain on extinguishment of debt 6,305 -
Other income 119,737 246,895
Total other expenses (2,390,940 ) (1,141,652 )

Loss before income tax (3,040,292 ) (1,545,168 )

Income tax (benefit) (43,399 ) (258,392 )

Loss from continuing operations (2,996,893 ) (1,286,776 )

Discontinued operations:
Loss from discontinued operations (4,911,124 ) (1,710,644 )
Total discontinued operations (4,911,124 ) (1,710,644 )

Net loss $ (7,908,017 ) $ (2,997,420 )

Weighted average shares outstanding :
Basic 28,447,969 23,858,031
Diluted 28,447,969 23,858,031

Basic and Diluted Loss per shares
Continuing operations $ (0.11 ) $ (0.06 )
Discontinued operations (0.17 ) $ (0.07 )
$ (0.28 ) (0.13 )


	Years Ended December 31,
	2022		2021

Revenues, net	$	104,563,002	$	51,640,813
Cost of revenues	82,848,600		43,942,815
Gross Profit	21,714,402		7,697,998

Operating expenses:
General and administrative expenses	37,531,794		27,987,920
Research and development	876,542		1,464,918
Impairment loss of intangible asset and goodwill	—		367,519
Gain on sale of property	(5,938,150)		—
Total operating expenses	32,470,186		29,820,357
Loss from operations	(10,755,784)		(22,122,359)

Other income (expenses)
Interest expense	(3,124,132)		(3,289,233)

Gain on extinguishment of debt	—		803,079
Gain on forgiveness of debt	—		3,896,108

Impairment loss on equity investment	—		(1,350,000)
Other income	270,609		635,526
Total other income (expenses)	(2,853,523)		695,480

Loss before income tax	(13,609,307)		(21,426,879)

Income tax (benefit)	(733,994)		(1,943,741)

Net loss	$	(12,875,313)	$	(19,483,138)

Weighted average shares outstanding:
Basic	190,779,052		164,216,808
Diluted	190,779,052		164,216,808

Basic loss per share	$	(0.07)	$	(0.12)

Diluted loss per share	$	(0.07)	$	(0.12)

The accompanying notes are an integral part of these consolidated financial statements.

~~F - 3~~

F-6

ALPINE 4 ~~TECHNOLOGIES, LTD.~~HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)


	Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Class A Common Stock			Class B Common Stock			Class C Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount

Balance, December 31, 2020	5	$	5	—	$	—	—	$	—	126,363,158	$	12,636	9,023,088	$	902	14,162,267	$	1,417	$	25,144,136	$	(39,393,376)	$	(14,234,280)

Issuance of shares of common stock for cash	—	—		—	—		—	—		18,428,827	1,844		—	—		—	—		76,491,149		—		76,492,993
Issuance of shares of common stock for convertible note payable and accrued interest		—		—	—		—	—		7,384,018	740		—	—		—	—		1,886,156		—		1,886,896
Conversion of Class C to Class A	—	—		—	—		—	—		1,617,067	162		—	—		(1,617,067)	(162)		—		—		—
Conversion of Class B to Class A	—	—		—	—		—	—		475,000	48		(475,000)	(48)		—	—		—		—		—
Repurchase of class C common stock	—	—		—	—		—	—		—	—		—	—		(45,000)	(5)		(185,845)		—		(185,850)
Issuance of shares of common stock for compensation	—	—		—	—		—	—		199,018	21		—	—		—	—		261,504		—		261,525
Issuance of shares of common stock and warrants for acquisition	—	—		—	—		—	—		4,922,471	492		—	—		—	—		15,066,719		—		15,067,211
Conversion of series D preferred stock to Class A	—	—		—	—		—	—		1,066,868	105		—	—		—	—		5,194,329		—		5,194,434
Conversion of series C preferred stock to Class A	—	—		—	—		—	—		1,342,390	134		—	—		—	—		6,361,153		—		6,361,287

F-7


Share-based compensation expense	—	—		—	—		—	—		—	—		—	—		—	—		36,538	—		36,538
Beneficial conversion feature on convertible notes	—	—		—	—		—	—		—	—		—	—		—	—		92,428	—		92,428
Net loss	—	—		—	—		—	—		—	—		—	—		—	—		—	(19,483,138)		(19,483,138)
Balance, December 31, 2021	5	5		—	—		—	—		161,798,817	16,182		8,548,088	854		12,500,200	1,250		130,348,267	(58,876,514)		71,490,044

Issuance of shares of common stock for compensation	—	—		—	—		—	—		211,236	22		—	—		—	—		231,555	—		231,577
Exchange of shares of common stock for compensation	—	—		—	—		—	—		37,500	4		—	—		(37,500)	(4)		—	—		—
Conversion of Series D preferred stock to Class A	—	—		—	—		—	—		63,907	7		—	—		—	—		365,463	—		365,470
Conversion of Series C preferred stock to Class A	—	—		—	—		—			8,245	—		—	—		—	—		34,622	—		34,622
Conversion of Class C Common stock to Class A	—	—		—	—		—	—		224,468	22		—	—		(224,468)	(22)		—	—		—
Share-based compensation expense	—	—		—	—		—	—		—	—		—	—		—	—		473,159	—		473,159
Shares issued from ATM	—	—		—	—		—	—		1,589,005	159		—	—		—	—		1,097,303	—		1,097,462
Issuance of shares of common stock for cash, net of offering costs	—	—		—	—		—	—		14,492,754	1,448		—	—		—	—		9,173,552	—		9,175,000
Net loss	—	—		—	—		—	—		—	—		—	—		—	—		—	(12,875,313)		(12,875,313)
Balance, December 31, 2022	5	$	5	—	$	—	—	$	—	178,425,932	$	17,844	8,548,088	$	854	12,238,232	$	1,224	141,723,921	$	(71,751,827)	$	69,992,021

F-8

ALPINE 4 HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS' DEFICIT~~CASH FLOWS


	Years Ended December 31,
	2022		2021

OPERATING ACTIVITIES:
Net loss	$	(12,875,313)	$	(19,483,138)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation	3,026,483		2,396,966
Amortization	3,148,055		1,757,393
Gain on extinguishment of debt	—		(803,079)
Gain on forgiveness of debt	—		(3,896,108)


Amortization of preferred stock fair value	—		(545,509)
Income tax benefit	(733,994)		(1,943,741)



Gain on sale of property	(5,938,150)		—
Bad debt expense	202,761		3,028,757


Employee stock compensation	704,736		298,063
Amortization of debt discounts	—		1,436,052

Operating lease expense	1,006,683		412,898
Impairment loss on equity investment	—		1,350,000
Impairment loss of intangible asset and goodwill	—		367,519
Write off of inventory	691,061		237,192
Change in current assets and liabilities:
Accounts receivable	(5,467,529)		(4,235,353)
Inventory	(1,529,776)		(6,795,719)
Contract assets	(524,884)		(160,483)
Prepaid expenses and other assets	(1,970,803)		(87,950)
Accounts payable	724,576		725,596
Accrued expenses	1,675,884		614,399
Contract liabilities	(1,075,164)		332,032
Operating lease liability	(642,822)		(429,529)


Net cash used in operating activities	(19,578,196)		(25,423,742)

INVESTING ACTIVITIES:
Capital expenditures	(1,067,157)		(3,571,253)
Proceeds from sale of asset	140,710		—
Proceeds from sale of building	12,454,943		—
Cash paid in international technology agreement	(250,000)		—
Cash paid for acquisitions	—		(37,324,035)
Cash paid for equity investment	—		(350,000)
Cash assumed in acquisition	—		81,442
Net cash used in investing activities	11,278,496		(41,163,846)


FINANCING ACTIVITIES:
Proceeds from the sale of common stock	11,097,462		76,492,993
Proceeds from issuances of notes payable, non-related party	500,000		16,078

Additional Total
Class A Common Stock Class B Common Stock Paid-in Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Deficit
Balance, December 31, 2016 21,474,481 $ 2,148 1,600,000 $ 160 $ 16,228,106 $ (17,436,455 ) $ (1,206,041 )

Issuance of shares of common stock for cash 132,209 13 39,987 40,000
Issuance of shares of common stock to consultants for services 578,640 57 62,027 62,084
Issuance of shares of common stock for convertible note payable and accrued interest 886,757 89 99,484 99,573
Issuance shares for discount on convertible note payable 150,000 15 16,485 16,500
Reclassification of derivative liability (252,633 ) (252,633 )
Derivative liability resolution 222,099 222,099
Issuance of warrants for acquisition of VWES 40,941 40,941
Share-based compensation expense 87,136 87,136
Beneficial conversation feature associated with convertible notes 30,000 30,000
Net loss (2,997,420 ) (2,997,420 )

Balance, December 31, 2017 23,222,087 2,322 1,600,000 160 16,573,632 (20,433,875 ) (3,857,761 )

Adoption of ASC 606 (178,202 ) (178,202 )
Issuance of shares for discount/inducement on convertible note payable 1,849,999 104 65,910 66,014
Issuance of shares of common stock for modification of debt 100,000 10 14,990 15,000
Issuance of shares of common stock for convertible note payable and accrued interest 1,015,921 101 54,086 54,187
Reclassification of shares from mezzanine 379,403 38 (38 ) -
Change in fair value of warrant modification 4,310 4,310
Shares issued for employee compensation 3,400,000 340 176,460 176,800
Derivative liability resolution 58,018 58,018
Share-based compensation expense 71,223 71,223
Net loss (7,908,017 ) (7,908,017 )

Balance, December 31, 2018 26,567,410 $ 2,575 5,000,000 $ 500 $ 17,018,591 $ (28,520,094 ) $ (11,498,428 )

F-9


Proceeds from issuances of convertible notes payable	—		408,000
Net proceeds from lines of credit	4,795,213		2,575,552
Cash paid for debt issuance costs	(266,419)		—
Cash paid for equity issuance costs	(825,000)		—
Repurchase of common stock	—		(185,850)
Repayment of mortgage	(4,642,043)		—
Repayments of notes payable, related party	—		(238,651)
Repayments of notes payable, non-related parties	(2,750,943)		(7,161,807)
Repayments of convertible notes payable	—		(1,688,464)

Cash paid on financing lease obligations	(650,695)		(637,180)
Net cash provided by financing activities	7,257,575		69,580,671


NET INCREASE (DECREASE) IN CASH	(1,042,125)		2,993,083

CASH , BEGINNING BALANCE	3,715,666		722,583

CASH, ENDING BALANCE	$	2,673,541	$	3,715,666

CASH PAID FOR:
Interest	$	2,231,600	$	1,973,818
Income taxes	$	—	$	54,058

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:

Common stock issued for convertible note payable and accrued interest	$	—	$	1,886,896


ROU asset and operating lease obligation recognized under Topic 842	$	15,729,043	$	95,029

Equipment purchased on financing lease	$	243,843	$	—



Beneficial conversion feature on convertible notes	$	—	$	92,428

Common stock issued for acquisition	$	—	$	15,067,211
Remeasurement of finance lease liability	$	—	$	279,287
Mortgage on property purchase	$	—	$	4,680,000
Accounts receivable converted to equity investment	$	—	$	1,000,000
Issuance of shares of series D preferred stock for acquisition	$	—	$	6,653,309
Notes payable issued to the Sellers for the purchase of DTI	$	—	$	2,000,000
Conversion of series D preferred stock for common stock	$	—	$	136
Conversion of series C preferred stock for common stock	$	—	$	171

The accompanying notes are an integral part of these consolidated financial statements.

F-10

Note 1 - 4Restatement of Consolidated Financial Statements

~~ALPINE 4 TECHNOLOGIES, LTD. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

Years Ended
December 31,

2018 2017

OPERATING ACTIVITIES:
Net loss $ (7,908,017 ) $ (2,997,420 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 871,847 671,423
Amortization 75,412 92,080
Gain on extinguishment of debt (136,300 )
Loss on disposal of fixed assets 536,772 18,841
Change in value of derivative liabilities (604,219 ) 126,054
Employee stock compensation 71,223 87,136
Stock issued for services 176,800 62,084
Amortization of debt issuance 213,354 50,500
Amortization of debt discounts 1,428,954 89,292
Impairment of assets 1,764,382 -
Change in current assets and liabilities:
Accounts receivable 398,371 (506,436 )
Inventory (348,194 ) (282,432 )
Capitalized contracts costs 37,300
Prepaid expenses and other assets 159,927 (120,379 )
Accounts payable 1,441,304 546,825
Accrued expenses 929,323 723,733
Income tax payable (20,123 )
Deferred tax (43,399 ) (105,450 )
Deferred revenue (319,410 ) 52,425
Net cash used in operating activities (1,254,570 ) (1,511,847 )

INVESTING ACTIVITIES:
Capital expenditures (271,516 ) (192,805 )
Proceeds from insurance claim on automobiles and trucks - 237,732
Proceeds from the sale of fixed assets 318,879 -
Acquisition, net of cash acquired (1,976,750 ) (1,937,616 )
Net cash used in investing activities (1,929,387 ) (1,892,689 )

FINANCING ACTIVITIES:
Proceeds from issuances of notes payable, related party 145,000 105,500
Proceeds from issuances of notes payable, non-related party 924,750 1,952,390
Proceeds from issuances of convertible notes payable 2,355,950 785,500
Proceeds from sale of common stock - 40,000
Proceeds from sale leaseback transaction 1,900,000 -
Repayments of notes payable, related party (56,500 ) (223,500 )
Repayments of notes payable, non-related party (741,079 ) (247,084 )
Repayments of convertible notes payable (1,417,133 ) (219,721 )
Proceeds from line of credit, net 327,325 709,201
Cash paid on financing lease obligations (175,663 ) (1,691 )

Net cash provided by financing activities 3,262,650 2,900,595

NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH 78,693 (503,941 )

CASH AND RESTRICTED CASH, BEGINNING BALANCE 335,823 839,764

CASH AND RESTRICTED CASH, ENDING BALANCE $ 414,516 $ 335,823

CASH PAID FOR:
Interest $ 1,162,149 $ 1,219,080
Income taxes $ - $ 2,167

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for convertible note payable and accrued interest $ 54,187 $ 99,573
Common stock issued for convertible note discount $ 11,917 $ 16,500
Issuance of convertible note for acquisition $ 450,000 $ 1,500,000
Issuance of note payable for acquisition $ 1,950,000 $ 300,000
Issuance of warrants for acquisition $ - $ 40,941
Issuance of redeemable common stock for acquisition $ - $ 1,439,725
Debt discount from convertible note payable $ - $ 30,000
Debt discount due to derivative liabilities $ 2,282,970 $ 115,000
Reclassification of warrants embedded conversion option as derivative liability $ - $ 252,633
Notes payable and redeemable common stock restructuring $ 3,197,538 $ -
Capital leases $ 247,000 $ -
Proceeds from sale of assets offset directly against debt $ 1,141,588 $ -
Release of derivative liability $ 58,018 $ -

~~The accompanying notes are an integral~~As more fully discussed in the Form 10-K/A filed on March 17, 2023, the Company restated its consolidated financial statements as of December 31, 2021 and 2020, and for the years then ended to correct errors related to purchase accounting impacting income taxes related to the deferred tax liabilities for certain acquisitions the Company made in 2020 and 2021, the classification of the Series C and Series D preferred shares issued in connection with these acquisitions, errors in the valuation of certain assets acquired for one of the acquisitions in 2021, and errors in the recording of forgiveness of PPP loans that were assumed as part of ~~these consolidated financial statements.~~certain acquisitions in 2020 and 2021.

~~F - 5~~

~~ALPINE 4 TECHNOLOGIES, LTD.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Years Ended December 31, 2018 and 2017~~

Note 11A – Organization and Basis of Presentation

~~The Company~~Alpine 4 Holdings, Inc. (together with its subsidiaries, the “Company,” “we,” or “our”), was incorporated under the laws of the State of Delaware on April 22, 2014. The Company was formed to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business. ~~The~~On March 2, 2021, the Company ~~is a technology holding company owning four companies (ALTIA, LLC;~~changed its name from Alpine 4 Technologies Ltd. to Alpine 4 Holdings, Inc.

Effective April 1, 2016, the Company purchased all of the outstanding capital stock of Quality Circuit Assembly, Inc. ~~("QCA"~~, a California corporation (“QCA”)~~; Venture West Energy Services~~.

Effective January 1, 2019, the Company purchased all of the outstanding capital stock of Morris Sheet Metal Corp., an Indiana corporation (“~~VWES”~~MSM”) ~~(formerly Horizon Well Testing, LLC);~~, JTD Spiral, Inc. a wholly owned subsidiary of MSM, an Indiana corporation, Morris Enterprises LLC, an Indiana limited liability company and ~~American Precision Fabricators,~~Morris Transportation LLC, an Indiana limited liability company (collectively “Morris” or “MSM”).

Effective November 6, 2019, the Company purchased all of the outstanding capital stock and units of Deluxe Sheet Metal, Inc., an ~~Arkansas~~Indiana corporation, ~~(“APF”~~and DSM Holding, LLC, an Indiana limited liability company, and purchased certain real estate from Lonewolf Enterprises, LLC, an Indiana limited liability company (collectively “Deluxe”).

Effective February 21, 2020, the Company purchased all of the outstanding units of Excel Fabrication, LLC., an Idaho limited liability company (“Excel”).

Effective December 15, 2020, the Company purchased the assets of Impossible Aerospace Corporation, a Delaware corporation (“IA”).

Effective February 8, 2021, the Company purchased the assets of Vayu (US), Inc., a Delaware corporation (“Vayu”).

On ~~April~~May 5, ~~2018,~~2021, the Company acquired all of the outstanding shares of stock of Thermal Dynamics, Inc., a Delaware corporation (“TDI”).

On May 10, 2021, the Company acquired all of the outstanding membership interests of KAI Enterprises, LLC, a Florida limited liability company, the sole asset of which was all of the outstanding membership interests of Alternative Laboratories, LLC, a Delaware limited liability company (“Alt Labs”).

On October 20, 2021, the Company acquired 100% of the outstanding shares of ~~APF (see Note 9)~~Identified Technologies Corporation, a Delaware corporation (“Identified Technologies”).

On November 29, 2021, the Company, and a newly formed and wholly owned subsidiary of the Company named ALPP Acquisition Corporation 3, Inc. (“AC3”), entered into a merger agreement with ElecJet Corp., (“ElecJet”) and the three ElecJet shareholders. Pursuant to the agreement, AC3 merged with and into ElecJet with ElecJet being the surviving entity following the merger.

F-11

On December 9, 2021, the Company, and A4 Technologies, Inc., a wholly owned subsidiary of the Company (“A4 Technologies”), entered into a Membership Interest Purchase Agreement with DTI Services Limited Liability Company (doing business as RCA Commercial Electronics), (“DTI”), Direct Tech Sales LLC, (also having an assumed business name of RCA Commercial Electronics), (“Direct Tech”), PMI Group, LLC, (“PMI”), Continu.Us, LLC, (“Continu.Us”), Solas Ray, LLC, (“Solas”), and the individual owners of the interests of the various entities. DTI, Direct Tech, PMI, Continu.Us, and Solas were each referred to in the Membership Interest Purchase Agreement collectively as “RCA.” Pursuant to the MIPA, the Company acquired all of the outstanding membership interests of RCA.

In Q1 2022, the Company formed Global Autonomous Corporation (“GAC”) with several key employees and consultants. The Company owns 71.43% of the outstanding shares of stock of GAC, which has remained consistent throughout the year. There was no assignment of assets or other financial activity on the entity during the current year.

As of the date of this Report, the Company was a holding company owning, directly or indirectly, fourteen companies:

•A4 Corporate Services, LLC;

•ALTIA, LLC;

•Quality Circuit Assembly, Inc.;

•Morris Sheet Metal, Corp;

•JTD Spiral, Inc.;

•Excel Construction Services, LLC;

•SPECTRUMebos, Inc.;

•Vayu (US)

•Thermal Dynamics International, Inc.;

•Alternative Laboratories, LLC.;

•Identified Technologies, Corp.;

•ElecJet Corp.;

•DTI Services Limited Liability Company (doing business as RCA Commercial Electronics); and

•Global Autonomous Corporation,

Basis of presentation

The accompanying ~~financial statements present the balance sheets, statements of operations, stockholders' deficit and cash flows of the Company. The~~ financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. ~~GAAP.~~GAAP”).

Liquidity

In accordance with Financial Accounting Standards Board (the “FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our

F-12

ability to continue as a going concern within one year after the date that the financial statements are issued (further detail in the going concern sub-section below).

As of December 31, 2022, the Company has positive working capital of approximately $15.6 million. The Company has also secured bank financing totaling $33.0 million ($33.0 million in Lines of Credit including $0.5 million in capital expenditures lines of credit availability) of which $3.8 million was available and unused at December 31, 2022. There are two lines of credit that are set to mature during 2023. These two line of credits total $8.0 million, of which $7.5 million was used as of December 31, 2022, and are shown as a current liability on the consolidated balance sheet.

The Company plans to continue to generate additional revenue (and improve cash flows from operations) partly from the acquisitions of the six operating companies, which closed in 2021, combined with improved gross profit performance from the existing operating companies. The Company also plans to continue to raise funds through debt financing and the sale of shares through its planned at-the-market offering.

Going Concern

The accompanying financial statements have been prepared on a going concern basis. While the working capital deficiency of prior years has improved, and working capital of the Company is currently positive, continued operating losses causes doubt as to the ability of the Company to continue. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

In order to mitigate the risk related to the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the operating subsidiaries of QCA, TDI, IDT and RCA plan to expand their revenues and profits yielding increased cash flow in those operating segments. This plan will allow for an increased level of cash flow to the Company. Second, the Company has expanded its credit facilities at the subsidiary level over the past 12 months to allow for greater borrowing accessibility if needed for the expansion of product lines and sales opportunities and plans to extend or refinance any lines of credit coming due over the next 12 months in order to provide additional financing. Finally, operating companies hard hit by the supply-chain related price increases such as MSM, Alt Labs, and Excel Construction have begun to experience an easing in the procurement and cost overruns of limited product supply. This subsequently has added to increased cash flow to those entities and less reliance on the Company to fund those activities. Although this plan is in place to mitigate the risk related to the going concern uncertainty, substantial doubt remains due to uncertainty around the growth projections and lack of control of many of the factors included in the Company’s plan.

Note 2 - Summary of Significant Accounting Policies

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, ~~2018~~2022 and ~~2017.~~2021. Significant intercompany balances and transactions have been eliminated.

F-13

Use of estimates

The ~~preparation of~~consolidated financial statements are prepared in ~~conformity~~accordance with generally accepted accounting principles in the United States, or U.S. ~~GAAP~~GAAP. Preparation of these financial statements requires ~~the Company~~us to make estimates and ~~judgments~~assumptions that affect the reported amounts of assets, ~~and~~ liabilities, ~~revenues~~revenue, costs and expenses and related ~~disclosures of contingent assets and liabilities. These~~disclosures. The Company bases its estimates ~~and judgments are based~~ on historical ~~information, information that is currently available to the Company~~experience and on various other assumptions that ~~the Company~~it believes to be ~~reasonable under~~reasonable. In many instances, the ~~circumstances.~~Company could have reasonably used different accounting estimates and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from ~~those~~our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected.

~~Reclassification~~

~~Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.~~

Advertising

Advertising costs are expensed when incurred. All advertising takes place at the time of expense. We have no long-term contracts for advertising. Advertising expense for all periods presented were not significant.

Cash

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of December 31, ~~2018~~2022, and ~~2017,~~2021, the Company had no cash equivalents.

The FDIC insures up to $250,000 per account with any excess amount in each account being uninsured. Total bank balances were approximately $3.2 million and $3.5 million, respectively as of December 31, 2022 and December 31, 2021. Of this amount, approximately $2.0 million and $2.0 million, respectively, were uninsured. All uninsured amounts are held with J.P. Morgan Chase.

The following table provides a reconciliation of cash and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.

December 31, December 31,
2018 2017
Cash $ 207,205 $ 128,512
Restricted cash included in other non-current assets 207,311 207,311
Total cash and restricted cash shown in consolidated statements of cash flows $ 414,516 $ 335,823

~~F - 6~~

Major Customers

The Company had ~~two~~no customers that made up ~~29% and 27%, respectively,~~over 10% of accounts receivable as of December 31, ~~2018. The Company had two customers that made up 41%~~2022, and ~~13%, respectively, of accounts receivable as of December 31, 2017.~~

2021.

For the ~~years~~year ended December 31, ~~2018, the Company had two customer that made up 29% and 13% of total revenues. For the years ended December 31, 2017,~~2022, the Company had one customer that made up ~~approximately 36%~~14% of total ~~revenues.~~Company revenues within the A4 Technology - RCA segment. This customer had an accounts receivable balance of $1.2 million as December 31, 2022. For the year ended December 31, 2021, the Company had two customers that each made up 11% of total Company revenues with the A4 Manufacturing - QCA segment and A4 Manufacturing - Alt Labs segment. The customer within A4 Manufacturing - QCA segment had an accounts receivable balance of $1.0 million as of December 31, 2021. The customer within A4 Manufacturing - Alt Labs segment had an accounts receivable balance of $0, as of December 31, 2021, as the account receivable related to this customer was written off as bad debt expense noted in the section below.

For the year ended December 31, 2022, the Company had 9% of total revenues made up of government contracts.

Major Vendors

For the year ended December 31, 2022, there was one vendor that made up 14% of total Company purchases within the A4 Technology - RCA segment.. For the year ended December 31, 2021, there were no vendors that made up at least 10% of total purchases within the Company.

Accounts Receivable,

net

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these

F-14

reserves. Reserves are recorded primarily on a specific identification basis. As of December 31, ~~2018~~2022 and ~~2017,~~2021, allowance for bad debt was $0$52,531 and ~~$0,~~$199,936, respectively.

~~Inventory~~

During the years ended December 31, 2022 and 2021, the Company wrote off $202,761 and $3,028,757, respectively to bad debts expense.

Inventory

Inventory for all subsidiaries is valued at ~~the lower of the inventory's cost (weighted average basis) or net realizable value.~~weighted average. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into ~~four~~three areas, raw materials, ~~WIP,~~work-in-process and finished ~~goods, and In-Transit. Below is a breakdown of how much inventory was in each area~~goods. Inventory as of December 31, ~~2018~~2022 and ~~2017:~~2021 consisted of:

2018 2017
Raw materials $ 676,621 $ 577,259
WIP - 440,586
Finished goods 1,499,174 161,310
In Transit - 33,391
$ 2,175,795 $ 1,212,546


	December 31, 2022		December 31, 2021
Raw materials	$	9,116,824	$	8,253,104
Work in process	3,165,876		2,480,979
Finished goods	12,975,669		13,685,571


Inventory	$	25,258,369	$	24,419,654

Property and Equipment,

net

Property and equipment are carried at cost less depreciation. Depreciation and amortization are provided principally on the straight-line method over the estimated useful lives of the assets, which range from ~~ten~~five years to 39 years as follows:


Automobiles ~~& Trucks~~and trucks			105 to 207 years
~~Buildings~~Machinery and equipment			3910 years
~~Leasehold Improvements~~Office furniture and fixtures			155 years ~~or time remaining on lease (whichever is shorter)~~
~~Equipment~~Buildings and improvements			1039 years

Maintenance and repair costs are ~~charged against income~~expensed as incurred. Significant improvements ~~or betterments~~ are capitalized and depreciated over the estimated life of the asset.

Property and equipment consisted of the following as of December 31, ~~2018~~2022 and ~~2017:~~2021:


	December 31, 2022		December 31, 2021
Automobiles and trucks	$	1,056,551	$	1,251,187
Machinery and equipment	9,864,846		8,876,402
Office furniture and fixtures	186,464		167,581
Buildings and improvements	16,696,926		23,630,250
Total Property and equipment	27,804,787		33,925,420
Less: Accumulated depreciation	(8,301,302)		(5,823,949)
Property and equipment, net	$	19,503,485	$	28,101,471

2018 2017
Automobiles and trucks $ 155,179 $ -
Machinery and equipment 2,548,855 1,276,779
Office furniture and fixtures 109,619 7,056
Building 5,795,000 3,895,000
Leasehold improvements 261,608 261,608
Less: Accumulated depreciation (879,705 ) (416,685 )
$ 7,990,556 $ 5,023,758

Included in Buildings and improvements in the above table are two buildings of $9,000,000 and $2,000,000 related to sale leaseback transactions. (See Note 3)

The Company recorded depreciation expense of $3,026,483 and $2,396,966 in 2022 and 2021, respectively.

~~F - 7~~

F-15

Purchased Intangibles and Other Long-Lived Assets, net

The Company amortizes intangible assets with finite lives over their estimated useful lives, which range between ~~five~~one and ~~fifteen~~seventeen years as follows:

~~Customer List~~	15
Software		5 years
Non-compete agreements		1-15 years
~~Non-compete agreements~~Customer list		153-16 years
~~Software development~~Patents, trademarks, and licenses		53-17 years
Proprietary technology		15 years

Intangible assets consisted of the following as of December 31, ~~2018~~2022 and ~~2017:~~2021:

2018 2017
Software $ 278,474 $ 278,474
Noncompete 100,000 100,000
Customer lists 531,187 531,187
Less: Accumulated amortization (232,451 ) (157,039 )
$ 677,210 $ 752,622


Cost	Weighted Average Amortization Period	December 31, 2022		December 31, 2021
Software	2.0 years	$	128,474	$	128,474
Non-compete agreement	6.3 years	1,426,276		1,378,772
Customer list	11.9 years	13,011,187		13,011,187
Patents, trademarks, and licenses	13.9 years	7,127,408		7,174,912
Proprietary technology	13.5 years	19,866,743		19,616,743
	12.9 years	41,560,088		41,310,088

Accumulated amortization
Software		$	(77,084)	$	(64,757)
Non-compete agreement		(478,510)		(210,465)
Customer list		(1,711,327)		(1,112,797)
Patents, trademarks, and licenses		(962,258)		(8,444)
Proprietary technology		(2,048,300)		(732,961)
		(5,277,479)		(2,129,424)
Intangibles assets, net		$	36,282,609	$	39,180,664

Expected amortization expense of intangible assets over the next 5 years and thereafter is as ~~follows.~~follows:

Year Ending December 31,

2019 79,960
2020 79,960
2021 79,960
2022 46,361
2023 46,361
Thereafter 344,608
Total 677,210


Years Ending December 31,
2023	$	3,152,048
2024	3,152,048
2025	2,919,686
2026	2,900,686
2027	2,762,686
Thereafter	21,395,455
Total	$	36,282,609

The Company recorded amortization expense of $3,148,055 and $1,757,393 in 2022 and 2021, respectively.

F-16

Other Long-Term Assets

Other long-term assets consisted of the following as of December 31, ~~2018~~2022 and ~~2017:~~2021:

2018 2017
Restricted Cash $ 207,311 $ 207,311
Deposits 50,927 50,927
Other 32,000 -
$ 290,238 $ 258,238


	December 31, 2022		December 31, 2021
Deposits	$	578,545	$	149,517
Other	1,277,060		207,601
	$	1,855,605	$	357,118

~~Restricted cash consists of deposit account collateralizing letters of credit in favor of the counterparty in our lease financing obligation.~~

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 360, Accounting for the Impairment of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset.

During ~~all periods presented,~~the third quarter of 2022, there ~~have been no impairment losses, except~~was a triggering event related to the customer list for Alt Labs which required an analysis to be performed. This analysis was performed in conjunction with a third-party valuation expert. As a result of the analysis, it was determined that the value of the estimated future cash flows were greater than the carrying value of the reporting unit's assets. No impairment ~~loss of $1,596,537 for~~was recognized during the year ended December 31, ~~2018 related~~2022.

During the year ended December 31, 2021, due to the ~~discontinued operation.~~significant impact of COVID-19, the Company determined that the customer list for Excel was impaired and took a charge to earnings of $359,890.

Goodwill

~~Goodwill~~

In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. As of December 31, ~~2018~~2022 and ~~2017,~~2021, the reporting units with goodwill were QCA, Morris, Alt Labs, TDI, Identified Technology, ElecJet, and ~~APF~~.RCA.

~~F - 8~~

The Company used qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount. Based on the qualitative criteria the company believes there not to be any triggers for potential impairment of goodwill and therefore the Company has recorded no impairment of goodwill in any period presented, except to the impairment of goodwill of $167,845 forDuring the year ended December 31, ~~2018 related~~2021, the Company determined that the goodwill for Excel was impaired and took a charge to earnings of $7,629. During the ~~discontinued operation.~~

2022 fourth quarter, we conducted our annual goodwill impairment test and no impairment charges were recorded. The estimated fair values of all our reporting units exceeded their carrying amounts. Based on the analysis, the ElecJet reporting unit is considered an at-risk reporting unit. Our methods and assumptions were consistent with those discussed below in the Fair Value Measurement subsection. This reporting unit is primarily considered at-risk as it is a start-up subsidiary with minimal to no revenue to offset its research & development expenses. The DCF model includes revenue growth assumptions of us executing large new customer and/or supplier agreements within the next two years and then steadily increasing revenue at a more normalized rate thereafter. If we fail to execute these customer and/or supplier arrangements, this would negatively impact the key growth assumptions.

Leases

The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease

F-17

term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.

Fair Value Measurement

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

We apply the provisions of fair value measurement to various nonrecurring measurements for our financial and nonfinancial assets and liabilities. The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, notes payable and ~~line~~lines of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. ~~For additional information, please see Note 11 – Derivative Liabilities and Fair Value Measurements.~~

~~Redeemable Common Stock~~

~~As discussed in Note 9 below, 379,403 shares~~We calculate the estimated fair value of a reporting unit using a combination of the ~~Company's Class A common stock~~income and market approaches. For the income approach, we use a discounted cash flow models developed in connection with our third-party valuation specialists that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates; and estimated discount rates. For the market approach, we use analyses based primarily on market comparables. We base these assumptions on historical data and experience, industry projections, and general economic conditions.

The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of December 31, 2022 and 2021, the Company had no financial assets or liabilities that were ~~issued~~required to be fair valued on a recurring basis as ~~consideration~~all of our financial assets and liabilities were Level 1.

Equity Investments

The Company’s equity investments consisted of investment in one private company in which the Company does not have the ability to exercise significant influence over their operating and financial activities. This investment is carried at cost as there is no market for the ~~VWES acquisition contain~~membership units, accordingly, no quoted market price is available. The investment is tested for impairment, at least annually, and more frequently upon the occurrences of certain events. As of December 31, 2021, in accordance with the ASC 321 guidelines, the Company recognized a ~~redemption feature which allows~~loss on impairment for the ~~redemption~~entire value of ~~common stock at the option~~$1,350,000. The current book value for this investment as of ~~the holder. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Accordingly, at~~ December 31, ~~2017, 379,403 shares~~2022 is $0.

Research and Development

The Company focuses on quality control and development of ~~Class A common stock were classified outside~~new products and the improvement of ~~permanent equity at its redemption value.~~existing products. All costs related to research and development activities are expensed as incurred. During the ~~year~~years ended December 31, ~~2018, the shares were redeemed~~2022 and ~~classified as permanent equity.~~2021, research and development cost totaled $876,542 and $1,464,918, respectively.

F-18

Revenue Recognition

~~On January 1, 2018, the~~The Company ~~adopted ASC Topic 606,~~ ~~Revenue from Contracts with Customers~~ ~~using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented~~recognizes revenue under ASC Topic 606, ~~while prior~~Revenue from contract with Customers ("Topic 606"). The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries.

Revenue is recognized under Topic 606, at a point in time and over a period ~~amounts are not adjusted~~of time, in a manner that reasonably reflects the delivery of its services and ~~continue~~products to ~~be reported~~customers in ~~accordance~~return for expected consideration and includes the following elements:

•executed contracts with the ~~historic accounting under ASC Topic 605.~~Company’s customers that it believes are legally enforceable;

•identification of performance obligations in the respective contract;

~~The Company recorded a net increase~~•determination of the transaction price for each performance obligation in the respective contract;

•allocation the transaction price to ~~its opening accumulated deficit of $178,202 as of January 1, 2018 due to the cumulative impact of adopting ASC Topic 606, with the impact related to~~ each performance obligation; and

•recognition of revenue ~~and costs relating to~~only when the ~~sales of~~Company satisfies each performance obligation.

The Company’s subsidiaries are all located in North America, as well as the 6^th ~~Sense Auto service. Under the new revenue standard, sales of~~customer base in which the Company’s 6^th ~~Sense Auto service, which includes a hardware and a monthly subscription component, are required to be treated as a single performance obligation and recognized over time. As a result, the deferred~~ revenue increased by $279,736 and capitalized contract costs increased by $101,534. The impact to the consolidated statement of operations for the year ended December 31, 2018 was a net increase of $279,736 to revenue and a net increase of $101,534 to cost of revenue as a result of applying ASC Topic 606.

Revenues under ASC Topic 606 are recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services.is derived from. The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries.

~~ALTIA~~

~~Revenues recorded by ALTIA relate primarily to the Company’s 6~~^th ~~Sense Auto service. The Company accounts for its revenue by deferring the total contract amount~~QCA and ~~recognizing the amounts over the monthly subscription period, ranging from 12 to 36 months.~~

~~QCA~~Alt Labs

QCA ~~is a~~(Circuit boards and cables) and Alt Labs (Supplements) are contract ~~manufacturer~~manufacturers and ~~recognizes~~recognize revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded toas deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as ~~needed. For all periods presented, management~~needed, and have determined that the warranty and returns would be ~~immaterial.~~immaterial for the periods presented.

ElecJet

~~APF~~

~~APF~~ElecJet is a ~~contract~~ manufacturer of electric components, and a research and development company for battery technology and recognizes revenue when the products have been ~~built and control has been transferred~~shipped to the customer. If a deposit for a product or service is received prior to completion, the payment is recorded toas deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as ~~needed. For all periods presented, management~~needed, and have determined that the warranty and returns would be ~~immaterial.~~immaterial for the periods presented.

Identified Technologies

Identified Technologies provides 3D mapping drone software and data for industrial job sites and recognizes revenue when the service has been provided to the customer. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented.

Direct Tech Sales (“RCA”)

RCA is engaged in the design, manufacture and wholesale distribution of electronics such as televisions, mounting solutions, projectors and screens, audio equipment, digital signage, mobile audio and video systems, and all wire and connecting products throughout the United States of America. RCA recognizes revenue when the products have been shipped to the customer which is also when title transfers. If a deposit for a product or service is received prior to completion, the payment is recorded as deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and

~~F - 9~~

F-19

returns, and records reserves as needed, and have determined that the warranty and returns would be immaterial for the periods presented.

MSM, Excel and TDI

For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For certain of our revenue streams, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident.

Contract Assets and Contract Liabilities

The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of our time and materials arrangements, are billed pursuant to contract terms that are standard within the industry, resulting in contract assets being recorded, as revenue is recognized in advance of billings. Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the consolidated balance sheets.

Contract liabilities from our construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation.

Contract Retentions

As of December 31, 2022 and 2021, accounts receivable included retainage billed under terms of our contracts. These retainage amounts represent amounts which have been contractually invoiced to customers where payments have been partially withheld pending the achievement of certain milestones, satisfaction of other contractual conditions or completion of the project. The Company has recorded a receivable for retainage of approximately $2.0 million and $1.6 million as of December 31, 2022, and 2021, respectively.

F-20

The following table presents our revenues disaggregated by type with the sales of goods recognized upon delivery and the sales of services recognized over the time of the contract as described above:


	Year ended December 31,
	2022		2021
Sale of goods
Circuit boards and cables	$	18,780,769	$	15,700,902
Supplements	12,889,992		11,674,220
Electronics	41,191,146		1,543,469
Total sale of goods	72,861,907		28,918,591

Sale of services
Construction contracts	30,098,249		22,462,399
Drone 3D mapping	1,602,846		259,823
Total sale of services	31,701,095		22,722,222
Total revenues	$	104,563,002	$	51,640,813

Earnings (loss) per share

~~Basic earnings~~The Company presents both basic and diluted net income (loss) per ~~common~~share on the face of the consolidated statements of operations. Basic net income (loss) per share is computed by dividing net income (loss) ~~available to common shareholders~~ by the ~~weighted-average~~weighted average number of shares of common stock outstanding during the period. Diluted ~~earnings~~ per ~~common~~ share ~~is computed by dividing income available~~calculations give effect to ~~common shareholders by the weighted-average number of~~all potentially dilutive shares of common stock outstanding during the period, ~~increased to include~~including stock options and warrants, using the ~~number~~treasury-stock method. If antidilutive, the effect of ~~additional~~potentially dilutive shares of common stock ~~that would have been outstanding if potentially dilutive securities had been issued.~~is ignored. The amount of anti-dilutive shares related to stock options and warrants as of December 31, 2022 and 2021, were 21,664,165 and 7,317,778, respectively. The following table illustrates the computation of basic and diluted earnings per share (“EPS”) inclusive of all classes of common stock as the only ~~potentially dilutive securities outstanding during~~difference between the ~~periods presented were the convertible debentures, but they~~classes of common stock are ~~anti-dilutive due~~related to the ~~net loss incurred.~~ voting rights (Note 6) for the years ended December 31, 2022 and 2021:


	For the Year Ended December 31, 2022					For the Year Ended December 31, 2021
	Net loss		Shares	Per Share Amount		Net loss		Shares	Per Share Amount
Basic EPS
Loss available to stockholders	$	(12,875,313)	190,779,052	$	(0.07)	$	(19,483,138)	164,216,808	$	(0.12)
Effect of Dilutive Securities
Stock options and warrants	—		—	—		—		—	—
Dilute EPS
Loss available to stockholders plus assumed conversions	$	(12,875,313)	190,779,052	$	(0.07)	$	(19,483,138)	164,216,808	$	(0.12)

Stock-based compensation

The Company ~~accounts for equity instruments issued~~follows the guidelines in ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the receipt of goods or services from other than employees in accordance with ASC 718-10, Compensation – Stock Compensation, and the conclusions reached by ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimatedgrant-date fair value of the ~~equity instruments issued, whichever~~award. Stock-based compensation expense for stock options is ~~more reliably measurable.~~recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executives, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of ~~equity instruments issued for consideration other than employee services is determined on~~ the ~~earliest of a performance commitment is reached or completion of performance by~~options using the ~~provider of goods or services as defined by ASC 505-50.~~Black-Scholes option-pricing model.

F-21

Income taxes

The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company's experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives.

The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve, and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company's tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes.

~~Embedded Conversion Features~~

~~The Company evaluates embedded conversion features within convertible debt under ASC 815~~ ~~Derivatives and Hedging~~ to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 ~~Debt with Conversion and Other Options~~ ~~for consideration of any beneficial conversion features.~~

~~F - 10~~

Related Party Disclosure

ASC 850, Related Party Disclosures, requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer.

Recent Accounting Pronouncements

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842). The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840,~~ ~~Leases (FAS 13)~~. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

In June 2016, the FASB issued ASC 326, Financial Instruments - Credit Losses, which amends the impairment model by requiring entities to use a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The new standard is effective in the first quarter of fiscal 2023 and is expected to have an immaterial impact on the Company's financial statements.

Note 3 – ~~Going Concern~~

Leases

The ~~accompanying financial statements have been prepared on~~Company determines whether a ~~going concern basis. The working capital~~contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company ~~is currently negative and causes doubt~~uses the rate implicit in the lease to discount lease payments to present value; however, most of the ~~ability for~~Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company ~~to continue. The Company requires capital for~~discounts lease payments based on an estimate of its operational and marketing activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.incremental borrowing rate.

F-22

In order to mitigate the risk related with the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the acquisitions of QCA, and APF have allowed for an increased level of cash flow to the Company. Second, the Company is considering other potential acquisition targets that, like QCA, should increase income and cash flow to the Company. Third, the Company plans to issue additional shares of common stock for cash and services during the next 12 months and has engaged professional service firms to provide advisory services in connection with that capital raise.

~~Note 4 – Leases~~

As of December 31, ~~2018,~~2022, the future minimum ~~capital~~finance and operating lease ~~and financing transaction~~ payments ~~net of amortization of debt issuance costs, were~~are as follows:

Year Ending December 31,

2019 817,181
2020 836,022
2021 849,645
2022 865,351
2023 875,428
Thereafter 8,763,471
Total 13,007,098
Less: Current capital leases and financing transaction (105,458 )
Less: imputed interest (4,606,464 )
Non-current capital leases and financing transaction $ 8,295,176


Years Ending December 31,	Finance Leases		Operating Leases
2023	$	1,925,840	$	2,287,038
2024	1,952,462		2,443,909
2025	1,880,402		1,960,387
2026	1,867,799		1,805,158
2027	1,910,388		1,770,300
Thereafter	14,952,719		13,253,279
Total payments	24,489,610		23,520,071
Less: imputed interest	(9,171,495)		(6,938,692)
Total obligation	15,318,115		16,581,379
Less: current portion	(725,302)		(1,318,885)
Non-current capital leases obligations	$	14,592,813	$	15,262,494

As of ~~the lease. The term of the lease has been extended through~~ December 31, ~~2032 at a monthly rate of approximately $69,000. These payments are reflected~~2022, all finance leases in the table ~~above.~~

~~F - 11~~

~~On April 5, 2018,~~above were related to property and equipment, and are included as part of property and equipment, net on the ~~Company acquired APF (see Note 9). In order to fund a portion~~consolidated balance sheet. Depreciation expense associated with the finance leases within property and equipment was $1,251,817 and $1,244,059 for the years ended December 31, 2022 and 2021, respectively. Of this amount, $151,398 and $422,259 is recorded within Cost of Revenues with the ~~acquisition price,~~remainder recorded in General & Administrative expenses on the ~~Company simultaneously entered into a sale leaseback transaction with a third-party lender whereby~~Consolidated Statements of Operations for the ~~building acquired from APF was sold for $1,900,000,~~years ended December 31, 2022 and ~~leased back~~2021. Interest expense related to the ~~company~~finance leases for ~~a period~~the years ended December 31, 2022 and 2021 was $1,255,231 and $1,301,842, respectively, and is recorded within Interest Expense on the Consolidated Statement of 15Operations. At December 31, 2022, the weighted average remaining lease terms were 11.95 years, ~~at a monthly rate of $15,833, subject to an annual increase of 2% throughout the term of the lease. The Company had no gain or loss resulting from the sale of the property,~~ and the resulting lease qualifies as a capital lease. As a result, the Company has capitalized the cost of the building and the resulting capital lease obligation liability of $1,900,000. The resulting capital lease obligation liability of $1,763,903 as of December 31, 2018 is reflected in financing lease obligation in the accompanying consolidated balance sheets. The payments related to this lease are reflected in the table above.weighted average discount rate was 8.01%.

Operating Leases

The table below presents the operating lease related assets and liabilities recorded on the Company’s consolidated balance sheet:


	Classification on Balance Sheet	December 31, 2022		December 31, 2021
Assets
Operating lease assets	Operating lease right of use assets	$	16,407,566	$	1,460,206
Total lease assets		$	16,407,566	$	1,460,206

Liabilities
Current liabilities
Operating lease liability	Current operating lease liability	$	1,318,885	$	428,596
Noncurrent liabilities
Operating lease liability	Long-term operating lease liability	15,262,494		1,066,562
Total lease liability		$	16,581,379	$	1,495,158

On May 3, 2021, the Company entered into a lease agreement for the building on 4740 Cleveland in Ft. Myers, Florida. The lease had a term of 72 months with monthly payments ranging from $40,833 to $49,583 from May 2021 to July 2021 and $58,333 from August 2021 through the end of the term. The Company ~~has two~~determined the lease to be an operating lease and recognized a right-of-use asset and operating lease liability of $3,689,634 based on the

F-23

present value of the minimum lease payments discounted using an incremental borrowing rate of 3.96%. This lease was terminated on August 27, 2021, when the Company purchased the building.

In December 2021, the Company acquired RCA. As part of this purchase the Company entered into a lease agreement for office and warehouse space under a non-cancellable operating ~~leases as~~lease. The lease has a term of ~~December~~89 months with monthly payments ranging from $31,350 to $35,207. The Company determined the lease to be an operating lease and recognized a right-of-use asset of $1,196,764 and operating lease liability of $1,226,128 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 4%.

On June 23, 2022, the Company entered into a sale lease back agreement for the building on 4740 Cleveland in Ft. Myers, Florida. The lease had a term of 180 months with monthly payments ranging from $67,708 to $89,306. The Company determined the lease to be an operating lease and recognized a right-of-use asset and an operating lease liability of $8,725,000 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 7.00%.

On June 26, 2022, the Company amended its lease effective July 1, 2022 for the warehouse in Ann Arbor, Michigan for an additional 12,800 sq ft through July 31, ~~2018~~2025, with total monthly lease payments ranging from $16,000 to $16,800. As a result of this amendment, the Company remeasured the right of use asset and liability and recorded an additional $543,595 in right of use asset on the date of the modification based on the present value of the minimum lease payment discounted using an incremental borrowing rate of 5.13%.

On June 13, 2022, the Company entered into a lease effective October 1, 2022 for ~~its locations~~a building in San Jose, ~~California. Approximate~~California through March 1, 2033, with total monthly ~~rent obligations for these locations amount~~lease payments ranging from $49,156 to ~~$21,500 and $5,000 respectively.~~$66,062. The Company ~~also has~~determined the lease to be an ~~office it leases~~operating lease and recognized a right-of-use asset of and operating lease liability of $5,506,357 based on the present value of the minimum lease payments discounted using an incremental borrowing rate of 4%.

On September 9, 2022, the Company amended its lease effective as of October 1, 2022 for the warehouse in ~~Phoenix, Arizona~~Ft. Myers, Florida through September 30, 2027, with total monthly lease payments ranging from $21,637 to $23,682. As a result of this amendment, the Company remeasured the right of use asset and liability and recorded an additional $1,179,091 in right of use asset on ~~a month-to-month basis.~~

the date of the modification based on the present value of the minimum lease payment discounted using an incremental borrowing rate of 6.25%.

The ~~five-year minimum rent payments for each location are as follows:~~

Year Ending December 31,

2019 $ 274,118
2020 282,342
2021 290,812
Thereafter -
Total $ 847,272

~~Rent~~operating lease expense for the years ended December 31, ~~2018~~2022 and ~~2017 amounted to $447,595~~2021 was $1,006,683 and ~~$468,673,~~$386,056, respectively.

~~Note 5 – Notes Payable~~

~~In May 2018, APF also secured a line~~ Of this amount, $329,938 and $0 is recorded in Cost of ~~credit with Crestmark, providing~~Revenues on the Consolidated Statements of Operations for ~~borrowings up to $1,000,000 at a variable interest rate, collateralized by APF’s outstanding accounts receivable.~~

~~As of December 31, 2017, the Company had an outstanding term loan with a 30% interest rate of $10,000 which was repaid during the year ended December 31, 2018. During~~ the years ended December 31, ~~2018,~~2022 and 2021, respectively. The remaining $676,745 and $386,056 is recorded within General & Administrative expenses on the ~~Company borrowed an aggregate total~~Consolidated Statements of ~~$149,000 in additional short-term notes payable bearing interest at 15% per annum with maturity dates~~Operations for the years ended December 31, 2022 and 2021, respectively. The cash paid under operating leases during the years ended December 31, 2022 and 2021 was $1,087,951 and $402,688, respectively. As of ~~three months from~~December 31, 2022, the ~~date of issuance.~~weighted average remaining lease terms were 11.83 years and the weighted average discount rate was 6%.

Note 4 – Debt

On February 22, 2018, the Company issued a $3,000,000 note payable under the Amended and Restated Secured Promissory Note with the seller of VWES. The note is secured by the assets of VWES and bears interest at 7% per annum and is due in semi-annual payments of $150,000 commencing on June 1, 2018, through June 1, 2020. The remaining principal and accrued interest is due on the 3-year anniversary. The Company is not current on its payments on the note. In August 2020, the company filed a lawsuit against Alan Martin regarding his note payable. The balance as of December 31, 2022, and 2021, was $2,857,500, and accrued interest of $1,710,577 and $1,170,861, respectively, which are reflective in the current liabilities. The default rate is 10% and the daily late charge is $575. (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 11, Commitments and Contingencies, below.)

~~On April 5, 2018,~~In connection with the Morris acquisition in January 2019, the Company issued ~~two~~three subordinated secured promissory notes ~~in the~~for an aggregate ~~principal amount~~ of ~~$1,950,000 (“Secured APF Notes”) as part of the consideration~~$3,100,000. The notes bear interest at 4.25% per annum, require monthly payment for the ~~purchase~~first 35 months of ~~APF (see Note 9).~~$31,755 with any remaining principal and accrued interest due on the 3 year-

F-24

anniversary. The ~~Secured APF Notes are secured by the equipment, customer accounts and intellectual property~~Company also issued three supplemental notes payable for an aggregate of ~~the Company, and all of the products and proceeds from any of the assets of APF.~~$350,000. The ~~Secured APF Notes~~notes bear interest at 4.25% per annum and are due on the 1-year anniversary. In May 2020, the Company amended the three supplemental notes of $116,667 each with the sellers of Morris. The notes were due January 1, 2020. Each of the new notes as of the date of amendment had accrued interest of $2,703. This was added to the note resulting in the principal amount of each of the new notes equaling to $119,370. The amendment required an initial payment of $30,000 for each note, which was made on May 23, 2020, and 8 monthly installments of $10,000 with one final payment of $13,882 through January 2021. The amended notes have ~~aggregate~~an interest rate of 6%. As of December 31, 2022, the outstanding balance on these notes and supplemental notes were paid in full.

In connection with the Deluxe acquisition in November 2019, the Company issued two subordinated secured promissory notes to the seller. The first note for $1,900,000 bears interest at 4.25% per annum, require monthly ~~payments of $19,975~~payment for the first 2335 months of $19,463 with ~~a balloon payment due in April 2020 for the~~any remaining principal and accrued interest ~~outstanding.~~

~~On May~~due on the 3 ~~2018,~~year-anniversary. The second note for $496,343 bears interest at 8.75% and is due in January 2020. In January 2020, the Company entered into a debt conversion agreement with the seller, which fully settled the second note. On April 8, 2021, the Company entered into a settlement agreement with the seller wherein the outstanding balance on the first note amounting to $1,883,418 including accrued interest and net other costs was settled in full through a payment of approximately $887,000 and the exchange of 1,617,067 shares of the Company’s Class C common shares held by the seller for the same number of shares of the Company’s Class A common stock. The Company recognized a gain on extinguishment of debt totaling $803,079 during the year ended December 31, 2021, as a result of the settlement of the note.

In connection with the Excel acquisition in February 2020, the Company issued a subordinated secured promissory note to the seller. The note for $2,300,000 bears interest at 4.25% per annum, requires monthly interest only payments for 48 months and is due February 2024. The ending balance for this loan as of December 31, 2022 and 2021, was $2,062,318. (See a description of the Company’s ongoing legal proceedings relating to this transaction in Note 11, Commitments and Contingencies, below.)

In October 2019, Morris entered into an equipment finance note for $107,997 with an interest rate of 9.4% for 48 monthly payments with Bryn Mawr Equipment Finance Inc. The outstanding balance on this note as of December 31, 2022 and 2021, was $23,405 and $52,504, respectively.

In connection with the RCA acquisition in December 2021, the Company issued two subordinated secured promissory notes for an aggregate of $2,000,000. The notes are amortized over 10 years, bear interest at 3.75% per annum and require monthly payment of at least $19,590. After three years, the unpaid principal amount on the notes will be immediately due.

In April and May 2020, the Company received seven loans under the Paycheck Protection Program of the U.S. Coronavirus Aid, Relief and Economic Security (“CARES”) Act totaling $3,896,108. During the year ended December 31, 2021, the Company also acquired four loans with a ~~lender~~book value totaling $1,799,725 due to acquisitions, and fair value of $65,000. The loans have terms of 24 months and accrue interest at 1% per annum. The Company paid $88,160 for ~~total borrowings~~the loan assumed in connection with the IA acquisition, and the remaining $356,690 was forgiven. The remaining ten loans were forgiven as provided by the CARES Act during the year ended December 31, 2021. The Company recognized a gain on forgiveness of ~~$630,750,~~debt of $0 and $3,896,108 for the years ended December 31, 2022 and December 31, 2021, respectively. The Company also assumed an Economic Injury Disaster Loan (EIDL) of $65,000 in connection with the Vayu acquisition, which was still outstanding as of December 31, 2022.

On August 27, 2021 the Company entered into $4.7 million agreement for the purchase of a building located at 4740 Cleveland in Ft. Myers, Florida. The loan bears interest at a rate of 3.95% per annum for a term of 10-years and requires monthly payments of $24,722. The loan is secured by the building and a guarantee by the Company. On June 23, 2022, the Company sold the building at 4740 S. Cleveland Ave. Fort Myers, Florida, for $13,200,000. The Company determined that it had transferred control of the building to the buyer, has derecognized the asset, and recognized a gain on the sale of $5,822,450 and paid off the outstanding mortgage of $4,642,043. Under ASC 842, Leases, the Company simultaneously entered into a sale leaseback transaction where the building was then leased back (See Note 3).

F-25

In January 2022, Alt Labs entered into a note payable for $500,000 with an interest rate of 3.85% for 60 monthly payments of $9,186. The outstanding balance on this note as of December 31, 2022, was $414,498.

In May 2022, Morris entered into an equipment finance note for $61,000 with an interest rate of ~~APF.~~10% for 60 monthly payments of $1,314. The outstanding balance on this note ~~bears~~as of December 31, 2022, was $53,595.

In January 2022, Morris entered into an equipment finance note for $89,153 with an interest ~~at 11.75%~~rate of 5.86% for 60 monthly payments of $1,722. The outstanding balance on this note as of December 31, 2022, was $74,644.

In March 2022, Morris entered into an equipment finance note for $93,433 with an interest rate of 5.86% for 60 monthly payments of $1,804. The outstanding balance on this note as of December 31, 2022, was $79,653.

In May 2021, Morris entered into a revolving line of credit totaling $2.5 million with a variable interest rate based on the current WSJ Prime rate, which was 7.50% per annum as of December 31, 2022. The business assets of Morris are pledged as collateral on this line of credit. The term end date for this line was October 2022, but has been extended through May 2023. The total line of credit used as of December 31, 2022 and ~~is payable in weekly payments~~December 31, 2021, was $2.49 million and $1.73 million respectively, with approximately $7 thousand available to be drawn on as of ~~$3,795 commencing~~December 31, 2022.

In September 2021, QCA entered into a revolving line of credit totaling $5.5 million that includes a capital expenditure line of credit $0.5 million, with a variable interest rate based on the ~~loan~~current WSJ Prime rate plus 2.5%. As of December 31, 2022, the interest rate was 10.00%. AR, inventory, and equipment are pledged as collateral on this line of credit. The term end date on this line of credit is September 2023. The line of credit used as of December 31, 2022 and December 31, 2021 was $5.0 million and $2.0 million, respectively, with approximately $51 thousand available to be drawn on as of December 31, 2022.

In April 2022, Alt Labs entered into three revolving lines of credit totaling $5.0 million with a variable interest rate based on the current WSJ Prime rate plus 2.5%. As of December 31, 2022, the interest rate was 10.00%. AR, inventory, and equipment are pledged as collateral on these lines of credit. The term end date for two of the three lines of credit is March 2024, while the term date of the third line of credit is March 2026. The total lines of credit used as of December 31, 2022 was $1.84 million, with approximately $17 thousand available to be drawn on as of December 31, 2022. Alt Labs had an existing line of credit totaling $750 thousand as of December 31, 2021. This was paid out and closed as part of opening the new lines of credit in 2022.

In September 2022, RCA entered into a revolving line of credit totaling $20.0 million with an interest rate of 1.75% plus the secured overnight financing rate (SOFR). AR, inventory, and equipment are pledged as collateral on these lines of credit. The term end date for this line of credit is September 2027. The total lines of credit used as of December 31, 2022 was $5.54 million, with approximately $3.80 million available to be drawn on as of December 31, 2022. RCA had an existing line of credit totaling $10.0 million, with a used total of $5.64 million as of December 31, 2021. The balance of the existing line of credit was paid off and closed as part of the opening of the new line of credit in September 2022.

The Company is required to maintain covenants including financial ratios as a condition of the line of credit agreements. As of the date of this Report, the Company was not in compliance with these covenants as the 10-K report was not filed within 90 days from the year ended December 31, 2022. However, the Company received waivers extended through May ~~4, 2022.~~

5th, 2023. As such, the Company will be in compliance with the covenants as of the date of this report.

F-26

The outstanding balances for the loans as of December 31, ~~2018~~2022 and ~~2017~~2021 were as follows:

2018 2017
Lines of credit, current portion $ 2,504,440 $ 1,657,610
Equipment loans, current portion 260,301 147,079
Term notes, current portion 880,862 10,000
Total current 3,645,603 1,814,689
Long-term portion 4,517,441 -
Total notes payable $ 8,163,044 $ 1,814,689

~~F - 12~~


	December 31, 2022		December 31, 2021
Lines of credit, current portion	$	7,426,814	$	4,473,489
Equipment loans, current portion	68,410		61,640
Term notes, current portion	3,132,726		5,628,884
Total current	10,627,950		10,164,013

Line of credit, net of current portion	7,215,520		5,640,051
Long-term portion of equipment loans and term notes	4,266,350		8,426,105
Total notes payable	$	22,109,820	$	24,230,169

Future scheduled maturities of outstanding ~~notes payable from related parties~~debt are as follows:


Years Ending December 31,
2023	$	10,627,950
2024	5,104,159
2025	155,254
2026	734,607
2027	5,422,850
Thereafter	65,000
Total	$	22,109,820

Year Ending December 31,

2019 $ 3,645,603
2020 4,271,959
2021 178,607
2022 66,875
Total $ 8,163,044

Note ~~6 – Notes Payable, Related Parties~~5 - Preferred Stock Subject to Redemption

Series C Preferred Stock

The Company designated 2,028,572 shares of Series C Preferred Stock with a stated value of $3.50 per share. No dividends will accrue on the Series C Preferred Stock. If dividends are declared on the Company’s Class A, Class B, or Class C Common Stock, the holders of the Series C Preferred Stock will participate in such dividends on a per share basis, pari passu with the Classes of Common Stock.

Voting Rights - The Series C Preferred Stock will vote together with the Class A Common Stock on a one-vote-for-one-Preferred-share basis. As long as any shares of Series C Preferred Stock are outstanding, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then outstanding shares of the Series C Preferred Stock, (a) alter or change the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Certificate of Designation, (b) amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series C Preferred Stock, or (c) enter into any agreement or arrangement with respect to any of the foregoing.

Liquidation - Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series C Preferred Stock shall participate on a per share basis with the holders of the Class A, Class B, and Class C Common Stock of the Company, and shall be entitled to share equally, on a per share basis, all assets of the Company of whatever kind available for distribution to the holders of all classes of the Common Stock. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record holder of Series C Preferred Stock.

Conversion - The Series C Preferred Stock shall be convertible automatically into shares of the Company's Class A Common Stock (the “Automatic Conversion”) as follows:

•Each share of Series C Preferred Stock will automatically convert into shares of the Company’s Class A Common Stock on the earlier to occur of (a) the fifth day after the twenty-four month anniversary of the original issue date or (b) the fifth day after the date on which the Company’s Class A Common Stock first

F-27

trades on a national securities exchange (including but not limited to NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such date, the “Automatic Conversion Date”).

•The number of shares of the Company’s Class A Common Stock into which the Series C Preferred Stock shall be converted shall be determined by multiplying the number of shares of Series C Preferred Stock to be converted by the $3.50 stated value, and then dividing that product by the Conversion Price. The Conversion Price shall be equal to the Variable Weighted Average Price (“VWAP”) of the five Trading Days prior to the Automatic Conversion Date. “VWAP” shall be defined as the volume weighted average price of the Company’s Class A Common Stock on the OTC Markets or other stock exchange or trading medium where such shares are traded as reported by Bloomberg, L.P. using the VWAP function. If for any reason, VWAP cannot be thus determined, “VWAP” shall mean the average closing or last sale prices over the five Trading Days prior to the Automatic Conversion Date of the Company’s Class A Common Stock on the OTC Markets or such other exchange or trading medium.

Restrictions on Resales of Class C Common Stock - The sale of shares of the Company’s Class A Common Stock issued at the time of conversion by any holder into the market or to any private purchaser shall be limited to not more than twenty-five percent (25%) of all conversion shares received by such holder at the time of the automatic conversion in any given 120-day period.

Company Redemption Rights - At any time on or prior to the Automatic Conversion Date, the Company shall have the right to redeem all (but not less than all) shares of the Series C Preferred Stock issued and outstanding at any time after the original issue date, upon three (3) business days’ notice, at a redemption price per share of Series C Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the stated value of $3.50 per share.

During the year ended December 31, ~~2018 and 2017, notes payable due~~2020, the Company issued 1,714,286 shares of Series C Preferred Stock in connection with the acquisition of assets of IA that were valued at $5,848,013. The difference in stated value will be accreted over a 24 month period or upon conversion from Series C Preferred Stock to ~~related parties consisted of the following:~~

2018 2017
Notes payable; non-interest bearing; due upon demand; unsecured $ 4,500 $ 4,500

Note payable; bearing interest at 8% per annum; due June 30, 2017; unsecured 7,500 7,500

Note payable; bearing at 30% per annum; due March 3, 2018; unsecured - 11,500

Note payable; bearing at 20% per annum; due April 28, 2018; unsecured - 20,000

Series of notes payable, bearing interest at rates from 10% to 15% per annum, with maturity dates from April 2018 to July 2018, unsecured 120,000 -

Total notes payable - related parties $ 132,000 $ 43,500

~~The above notes which are in default as~~Class A Common stock. As of December 31, ~~2018, were due on demand by~~2022, and 2021, 1,714,286 and 1,704,137, respectively, of these shares had been converted to Class A common stock. Prior to conversion the ~~lenders as~~Company recognized accretion to interest expense in the amount of ~~the date of this Report.~~

~~Note 7 – Convertible Notes Payable~~

~~At December 31, 2018~~$0 and ~~2017, convertible notes payable consisted of the following:~~

2018 2017
Series of convertible notes payable issued prior to December 31, 2016, bearing interest at rates of 8% - 20% per annum, with due dates ranging from April 2016 through October 2017. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at an exercise price of $1 per share. $ 25,000 $ 40,000

Secured convertible notes payable issued to the sellers of QCA on April 1, 2016 for an aggregate of $2,000,000, bearing interest at 5% per annum, due in monthly payments starting on July 1, 2016 and due in full on July 1, 2019. The outstanding principal and interest balances are convertible after 12 months into Class A common stock at the option of the debt holder at a conversion price of $10 per share. 1,654,588 1,827,108

Secured convertible note payable issued to the seller of VWES on January 1, 2017 for an aggregate of $1,500,000, bearing interest at 5% per annum, due in full on July 1, 2018. The outstanding principal and interest balances are convertible after 12 months into Class A common stock at the option of the debt holder at a conversion price of $8.50 per share. The amount was extinguished and replaced by the Amended and Restated Secured Promissory Note (see Note 9). - 1,500,000

Series of convertible notes payable issued in January 2017, bearing interest at rates of 10% per annum, and due in January 2018. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at an exercise price of $1 per share. 10,000 30,000

~~F - 13~~

~~On July 13, 2017, the Company entered into a variable convertible note~~$69,661 for $43,000 with net proceeds of $40,000. The note is due April 30, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 38% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the note up to 180 days prior to the due date, with the prepayment penalty ranging from 10% to 27% depending on when prepaid.	-	~~43,000~~

On July 19, 2017, the Company entered into a variable convertible note for $115,000 with net proceeds of $107,000. The note is due January 21, 2018 and bears interest at 10% per annum. The note is immediately convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from July 19, 2017. The Company issued 500,000 shares of Class A common stock to the note holder which are returnable if no event of default has occurred and the note is paid in full within 180 days of the note date. Management had determined that it was probable that the Company would meet the conditions under the note and therefore the shares and the cost of issuance were not recorded. During the three months ended March 31, 2018, the Company repaid the note and the shares were returned.	-	~~72,748~~

On September 5, 2017, the Company entered into a variable convertible note for $105,000 with net proceeds of $100,000. The note is due September 5, 2018 and bears interest at 10% per annum. After 180 days, the note is convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from September 5, 2017. The prepayment penalty is equal to 10% to 25% of the outstanding note amount depending on the prepayment date.	-	~~105,000~~

On October 4, 2017, the Company entered into a variable convertible note for $60,000 with net proceeds of $55,000. The note is due July 4, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 35% of the lowest trading price during the previous ten days prior to conversion. The Company can prepay the convertible note up to 180 days from October 4, 2017. The prepayment penalty is equal to 10% to 25% of the outstanding note amount depending on the prepayment date.	-	~~60,000~~

On October 11, 2017, the Company entered into a variable convertible note for $58,500 with net proceeds of $55,500. The note is due on July 20, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 38% of the average of the three lowest trading prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from October 11, 2017. The prepayment penalty is equal to 10% to 27% of the outstanding note amount depending on the prepayment date.	-	~~58,500~~

On November 2, 2017, the Company entered into a variable convertible note for $115,000 with net proceeds of $107,000. The note is due May 2, 2018 and bears interest at 10% per annum. The note is immediately convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company issued 150,000 shares to the lender with this note, which has been recorded as a discount.	-	~~115,000~~

On November 28, 2017, the Company entered into a variable convertible note for $105,000 with net proceeds of $100,000. The note is due November 28, 2018 and bears interest at 10% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 35% of the average of the three lowest trading price during the previous ten days prior to conversion. The Company can prepay the convertible note up to 180 days from November 28, 2017. The prepayment penalty is equal to 10% to 25% of the outstanding note amount depending on the prepayment date.	-	~~105,000~~

~~F - 14~~

On December 6, 2017, the Company entered into a variable convertible note for $86,000 with net proceeds of $79,000. Additional borrowings of $64,000 were received under this convertible note in January 2018. The note is due June 6, 2018 and bears interest at 10% per annum. After 180 days at the maturity date, the note is convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion.	-	~~86,000~~

On January 10, 2018, the Company entered into a variable convertible note for $150,000 with net proceeds of $135,000. The note is due October 1, 2018 and bears interest at 12% per annum. The note is immediately convertible into shares of Class A common stock at the lesser of $0.16 per share or 60% of the lowest trading price the previous 25 days prior to conversion. The Company can prepay the note within the first 90 days following January 10, 2018 with a prepayment penalty equal to 145% of the total outstanding balance. The Company issued 333,333 shares to the lender with this note, which has been recorded as a discount.	~~95,000~~	-

On March 13, 2018, the Company entered into a variable convertible note for $128,000 with net proceeds of $125,000. The note is due December 30, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 42% of the average of the 2 lowest trading price the previous 10 days prior to conversion. The Company can prepay the note at a penalty ranging from 15% to 40%.	-	-

On April 3, 2018, the Company entered into a variable convertible note for $85,000 with net proceeds of $79,000. The note is due January 2, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. In connection with this variable convertible note, the Company issued 386,363 shares of its Class A common stock, which has been recorded as a discount.	-	-

On April 5, 2018, the Company entered into convertible promissory notes for an aggregate principal amount of $450,000 as part of the consideration for the acquisition of APF (see Note 9). The convertible notes are due in full in 36 months and bear interest at 4.25% per annum, and are convertible into shares of Class A common stock after 6 months from the issuance date at a rate of $1 per share.	~~450,000~~	-

On April 9, 2018, the Company entered into a variable convertible note for $124,199 with net proceeds of $115,000. The note is due January 9, 2019 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. In connection with this variable convertible note, the Company issued 76,670 shares of its Class A common stock, along with warrants to purchase 153,340 shares of Class A common stock at an exercise price of $1 per share which are immediately vested and have a 3 years contractual life. The value of the common stock and warrants have been recorded as a discount.	~~61,699~~	-

On April 9, 2018, the Company entered into a variable convertible note for $37,800 with net proceeds of $35,000. The note is due January 9, 2019 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion.	~~37,800~~	-

On June 4, 2018, the Company entered into a variable convertible note for $165,000 with net proceeds of $151,500. The note is due December 4, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. The Company issued 850,000 shares of Class A common stock to the note holder which are returnable if no event of default has occurred and the note is paid in full within 180 days of the note date.	~~165,000~~	-

On July 16, 2018, the Company entered into a variable convertible note for $220,000 with net proceeds of $214,000. The note is due July 16, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion.	-	-

~~F - 15~~

On July 18, 2018, the Company entered into a variable convertible note for $88,000 with net proceeds of $88,000. The note is due April 30, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. 88,000 -

On August 30, 2018, the Company entered into a variable convertible note for $337,500 with net proceeds of $303,750. The note is due February 28, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. 337,500 -

On September 27, 2018, the Company entered into a variable convertible note for $93,000 with net proceeds of $93,000. The note is due July 15, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. 93,000 -

On October 23, 2018, the Company entered into a variable convertible note for $220,000 with net proceeds of $198,000. The note is due December 14,2018 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. 220,000 -

On November 12, 2018, the Company entered into a variable convertible note for $670,000 with net proceeds of $636,000. The note is due November 12, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. 670,000 -

On December 7, 2018, the Company entered into a variable convertible note for $130,000 with net proceeds of $122,200. The note is due September 7, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 40% to the lowest trading closing prices of the stock for 20 days prior to conversion. 130,000 -

Total convertible notes payable 4,037,587 4,042,356
Less: discount on convertible notes payable (942,852 ) (79,630 )
Total convertible notes payable, net of discount 3,094,735 3,962,726
Less: current portion of convertible notes payable (2,644,735 ) (2,302,620 )
Long-term portion of convertible notes payable $ 450,000 $ 1,660,106

The discounts on convertible notes payable arise from stock issued with notes payable, beneficial conversion features, as well as conversion features of certain convertible notes being treated as derivative liabilities (see Note 11). The discounts are being amortized over the terms of the convertible notes payable. Amortization of debt discounts during the years ended December 31, ~~2018~~2022 and 2017 amounted to $1,428,954 and $89,292, respectively, and is recorded as interest expense in the accompanying consolidated statements of operations. The unamortized discount balance for these notes was $942,852 as2021, respectively.

As of December 31, ~~2018,~~2022 and 2021, 0 and 10,149 shares of Series C Preferred Stock were outstanding, respectively.

Series D Preferred Stock

The Company designated 1,628,572 shares of Series D Preferred Stock with a stated value of $3.50 per share. No dividends will accrue on the Series D Preferred Stock. If dividends are declared on the Company’s Class A, Class B, or Class C Common Stock, the holders of the Series D Preferred Stock will participate in such dividends on a per share basis, pari passu with the Classes of Common Stock.

Voting Rights - The Series D Preferred Stock will vote together with the Class A Common Stock on a one-vote-for-one-Preferred-share basis. As long as any shares of Series D Preferred Stock are outstanding, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Certificate of Designation, (b) amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series D Preferred Stock, or (c) enter into any agreement or arrangement with respect to any of the foregoing.

Liquidation - Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of the Series D Preferred Stock shall participate on a per share basis with the holders of the Class A, Class B, and Class C Common Stock of the Company, and shall be entitled to share equally, on a per share basis, all assets of the Company of whatever kind available for distribution to the holders of all classes of the Common Stock. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record holder of Series D Preferred Stock.

F-28

Conversion - The Series D Preferred Stock shall be convertible automatically into shares of the Company's Class A Common Stock (the “Automatic Conversion”) as follows:

•Each share of Series D Preferred Stock will automatically convert into shares of the Company’s Class A Common Stock on the earlier to occur of (a) the fifth day after the twenty-four month anniversary of the original issue date or (b) the fifth day after the date on which ~~is expected~~the Company’s Class A Common Stock first trades on a national securities exchange (including but not limited to NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such date, the “Automatic Conversion Date”).

•The number of shares of the Company’s Class A Common Stock into which the Series D Preferred Stock shall be converted shall be determined by multiplying the number of shares of Series D Preferred Stock to be ~~amortized~~converted by the $3.50 stated value, and then dividing that product by the Conversion Price. The Conversion Price shall be equal to the Variable Weighted Average Price (“VWAP”) of the five Trading Days prior to the Automatic Conversion Date. “VWAP” shall be defined as the volume weighted average price of the Company’s Class A Common Stock on the OTC Markets or other stock exchange or trading medium where such shares are traded as reported by Bloomberg, L.P. using the VWAP function. If for any reason, VWAP cannot be thus determined, “VWAP” shall mean the average closing or last sale prices over the ~~next 12 months.~~

~~A summary~~five Trading Days prior to the Automatic Conversion Date of the ~~activity~~Company’s Class A Common Stock on the OTC Markets or such other exchange or trading medium.

Restrictions on Resales of Class A Common Stock - The sale of shares of the Company’s Class A Common Stock issued at the time of conversion by any holder into the market or to any private purchaser shall be limited to not more than twenty-five percent (25%) of all conversion shares received by such holder at the time of the automatic conversion in any given 90-day period.

Company Redemption Rights - At any time on or prior to the Automatic Conversion Date, the Company shall have the right to redeem all (but not less than all) shares of the Series D Preferred Stock issued and outstanding at any time after the original issue date, upon three (3) business days’ notice, at a redemption price per share of Series D Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the stated value of $3.50 per share.

Registration Rights - The shares issued on conversion of the Series D Preferred Stock have piggyback registration rights beginning on that date which his six months after the date on which the Company’s Class A Common Stock trades on a national securities exchange, and are subject to standard underwriter holdback limitations.

During the year ended December 31, 2021, the Company issued 1,432,224 shares of Series D Preferred Stock in connection with the acquisition of assets of Vayu that were valued at $6,653,309. The difference in stated value will be accreted over a 24-month period or upon conversion from Series D Preferred Stock to Class A Common stock. As of December 31, 2022 and 2021, 1,432,224 and 1,353,570, respectively, of these shares had been converted to Class A common stock. Prior to conversion the Company recognized accretion to interest income in the ~~Company's convertible notes payable is provided below:~~amount of $0 and $615,170 for the years ended December 31, 2022 and 2021, respectively.

Balance outstanding, December 31, 2016 $ 2,007,557
Issuance of convertible notes payable for acquisition of VWES 1,500,000
Issuance of convertible notes payable for cash 836,000
Repayment of notes (219,721 )
Conversion of notes payable to common stock (88,902 )
Discount from issuance of common stock (16,500 )
Discount from beneficial conversion feature (30,000 )
Discount from derivative liabilities (115,000 )
Amortization of debt discounts 89,292
Balance outstanding, December 31, 2017 3,962,726
Issuance of convertible notes payable for acquisition of APF 450,000
Issuance of convertible notes payable for cash 2,355,950
Issuance for debt discounts 147,341
Extinguishment of convertible note (1,500,000 )
Repayment of notes (1,417,133 )
Conversion of notes payable to common stock (50,133 )
Discount from beneficial conversion feature (2,282,970 )
Amortization of debt discounts 1,428,954
Balance outstanding, December 31, 2018 $ 3,094,735

As of December 31, 2022 and 2021, 0 and 78,674 shares of Series D Preferred Stock were outstanding, respectively.

~~F - 16~~

Note 86 – Stockholders' Equity

Preferred Stock

The Company is authorized to issue ~~10,000,000~~5,000,000 shares of ~~$.0001~~$0.0001 par value preferred stock.

F-29

Series B Preferred Stock

The Company is authorized to issue 100 shares of Series B preferred stock. The Series B Preferred Stock has a $1.00 stated value and does not accrue dividends. The Series B has the following voting rights:

•If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have that number of votes (identical in every other respect to the voting rights of the holders of all classes of Common Stock or series of preferred stock entitled to vote at any regular or special meeting of stockholders) equal to two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock.

•If more than one share of Series B Preferred Stock is issued and outstanding at any time, then each individual share of Series B Preferred Stock shall have the voting rights equal to: Two hundred percent (200%) of the total voting power of all holders of the Company’s common and preferred stock then outstanding, but not including the Series B Preferred Stock divided by the number of shares of Series B Preferred Stock issued and outstanding at the time of voting.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a "Liquidation"), the Holders of the Series B Preferred Stock are entitled to receive out of the assets of the Company for each share of Series B Preferred Stock then held by the Holder an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable before any distribution or payment shall be made to the holders of any Junior Securities.

The Series B Preferred Stock shall be convertible into shares of the Company's Class A Common Stock only as follows:

•In the event that the Holder of Series B Preferred Stock ceases to be a director of the Company, upon such director's resignation or removal from the board by any means, the shares of Series B Preferred Stock held by such resigning or removed director shall convert automatically into that same number of shares of Class A Common Stock (i.e. on a one-for-one share basis).

•Shares of Series B Preferred Stock converted into Class A Common Stock, canceled, or redeemed, shall be canceled and shall have the status of authorized but unissued shares of undesignated preferred stock.

As of December 31, ~~2018~~2022 and ~~December 31, 2017, no~~2021, 5 and 5 shares of ~~preferred stock~~Series B Preferred Stock were ~~outstanding.~~outstanding and were issued to certain members of the Board of Directors for services rendered.

Common Stock

Pursuant to the ~~Second~~ Amended and Restated Certificate of Incorporation, the Company is authorized to issue ~~two~~three classes of common stock: Class A common stock, which has one vote per share, ~~and~~ Class B common stock, which has ten votes per share and Class C common stock, which has five votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. ~~Otherwise~~Other than the voting rights, of the ~~two classes of~~Class A and Class B common stock ~~will be~~are identical.

Any holder of Class C common stock may convert 25% of his or her shares at any time after the 3rd to 6th anniversary into shares of Class A common stock on a share-for-share basis. Other than the voting rights the Class A and Class C common stock are identical.

The Company had the following transactions in its common stock during the year ended December 31, ~~2018:~~2022:

•In January 2022, the Company issued 72,152 shares of Class A common stock for no additional consideration upon conversion of 10,149 shares of Series C Preferred Stock and 78,674 of Series D Preferred Stock.

•	Issued 499,999 shares of its Class A common stock in connection with a convertible note payable. The note payable had an embedded conversion option that was a derivative, and the residual amount after allocating proceeds to the derivative was $0. Accordingly, no discount was recognized.

•	~~Issued 120,000 shares of its Class A common stock in connection with the conversion of convertible notes payable and accrued interest with a value of $15,600.~~

•	~~Issued 100,000 shares of the Company's Class A common stock related to the Amended Agreement with the seller of VWES.~~

•	~~Issued 76,670 shares of Class A common stock in connection with a convertible note payable. The value of the shares amounted to $9,584 and has been recorded as a discount to the note payable.~~

•	Issued 3,400,000 shares of Class B common stock to various employees, officers and board members as compensation. The value of the shares amounted to $176,800 and has been recorded as a component of general and administrative expenses for the year ended December 31, 2018.

•	~~Issued 250,000 shares of Class A common stock for the conversion of $7,250 of outstanding convertible notes payable.~~

•	~~Issued 23,330 shares of Class A common stock with debt valued at $2,333.~~

•	~~Issued 274,295 shares of Class A common stock for the conversion of $14,000 of outstanding convertible notes payable.~~

•	~~Issued 195,924 shares of Class A common stock for the conversion of $10,000 of outstanding convertible notes payable.~~

•	~~Issued 175,702 shares of Class A common stock for the conversion of $3,883 of outstanding convertible notes payable and $3,454 of accrued interest.~~

•	~~Issued 1,250,000 shares of Class A common stock as an inducement to investors to entering into convertible note agreements.~~

•In January 2022, the Company amended the Corporation's Amended and Restated Certificate of Incorporation increasing the authorized capital stock from 195,000,000 to 295,000,000.

F-30

•In March 2022, the Company issued 39,386 shares of Class A common stock for services with a value of $99,252.

•In April 2022, the Company issued 171,850 shares of Class A common stock at a value of $132,325 as employee compensation.

•During May and June 2022, the Company issued 76,119 shares of Class A common stock for cash of $55,144 in connection with a registered at-the-market offering (the "ATM Offering").

•In July 2022, the Company sold 14,492,754 shares of Class A common stock and 14,492,754 warrants to certain investors, under a registered direct offering, for net proceeds of $9,175,000. The warrants have an exercise price of $0.69 per share and a term of 5 years.

•In July 2022, the Company issued 60,600 shares of Class A common stock for cash of $42,318 in connection with its ATM offering.

•In August 2022, certain investors exercised 1,449,276 warrants at an exercise price of $0.69, for net proceeds of $1,000,000.

•In September 2022, certain shareholders converted 37,500 shares of Class C common stock for 37,500 shares of Class A common stock.

•In October 2022, certain shareholders converted 201,806 shares of Class C common stock for 201,806 shares of Class A common stock.

•In November 2022, certain shareholders converted 22,662 shares of Class C common stock for 22,662 shares of Class A common stock.

The Company had the following transactions in its common stock during the year ended December 31, ~~2017:~~2021:

•	~~Issued 578,640 shares of its~~•On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors to purchase 8,333,333 shares of the Company’s Class A common stock for aggregate gross proceeds of approximately $50 million. A.G.P./Alliance Global Partners served as the placement agent and received a cash fee of 7% of the aggregate gross proceeds and warrants to purchase shares of the Company’s Class A ~~common stock for services. Total expense for the shares issued for services was $62,084;~~

•	~~Issued 886,757 shares of its Class A common stock in connection with the conversion of convertible notes payable and accrued interest with a value of $99,573;~~

•	~~Issued 132,209 shares of the Company's restricted Class A common stock in private placement transactions to investors, in exchange for capital raised of $40,000; and~~

•	~~Issued 150,000 Class A common stock to a lender valued at $16,500.~~

~~F - 17~~

~~Redeemable~~ Common Stock equal to 5% of the number of shares sold in the offering with an exercise price of $6.60 per share and are not exercisable until August 16, 2021. Net proceeds from the sale of shares amounted to approximately $45 million.

~~During 2017,~~•In February 2021, the Company issued ~~379,403~~1,524,064 shares of Class A common stock to an investor for cash for total proceeds of approximately $9.3 million.

•On March 17, 2021, the Company repurchased 45,000 shares of Class C common stock for $185,850.

•On April 30, 2021, the Company issued 1,617,067 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class C common stock by the holder of the Class C common stock.

•On May 5, 2021, the Company issued 281,223 shares of Class A common stock that were valued at $1,102,394 in connection with the acquisition of TDI.

•On May 10, 2021, the Company issued 361,787 shares of Class A common stock that were valued at $1,432,677 in connection with the acquisition of Alt Labs.

•On May 17, 2021, the Company issued 350,000 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class B common stock by the holder of the Class B common stock.

F-31

•On October 20, 2021, the Company issued 888,881 shares of Class A common stock that were valued at $3,617,746 in connection with the acquisition of Identified Technology.

•On November 9, 2021, the Company issued 2,409,248 shares of Class A common stock for no additional consideration upon conversion of 1,704,137 shares of Series D Preferred Stock and 1,353,570 shares of Series C Preferred Stock.

•On November 15, 2021 the Company issued 125,000 shares of Class A common stock for no additional consideration upon conversion of that number of shares of Class B common stock by the holder of the Class B common stock .

•On November 26, 2021, the Company closed on a registered direct offering where it sold to certain investors a total of 8,571,430 shares of the Company’s Class A common stock and 4,285,715 warrant to purchase shares of Class A common stock for net proceeds of $22,189,152.

•On November 29, 2021, the Company issued 1,803,279 shares of Class A common stock that were valued at $4,562,996 in connection with the ElecJet acquisition.

•On November 29, 2021, the Company granted 983,636 contingent shares of Class A common stock that were valued at $2,488,599 in connection with the ElecJet acquisition. These contingent shares represent equity compensation for post-acquisition services and are accounted for under ASC 718. Of this amount, 655,758 of the contingent shares valued at $1,659,063 are performance based and management determined the performance conditions were deemed not probable and as such, no expense was recognized for the years ended December 31, 2022 and 2021. The remaining 327,878 shares are a time-based award and is recognized based on the grant-date fair value of the shares of $829,536 over the vesting period of 3-years. As such, the Company recognized $0 and $299,555 of stock based compensation expense related to this award for the years ended December 31, 2021 and 2022, respectively.

•On December 9, 2021, in connection with the acquisition of DTI Services Limited Liability Company, the Company issued 1,587,301 shares of its Class A Common Stock that were valued at $3,682,539.

•On December 20, 2021, the Company issued 100,000 shares of Class A common stock in connection with the ~~purchase~~HWT legal proceedings.

•On December 29, 2021, the Company issued 99,018 shares of VWES. Of these shares, 260,000 shares were redeemable at $4.25 per share at three different redemption periods: 130,000 shares at 12 months, 65,000 shares at 18 months and 65,000 shares at 24 months from the closing date of the purchase of VWES. Additionally, 119,403 shares were redeemable at $3.35 per share at 12 months from the closing date of the purchase of VWES. These shares were valued at the redemption value of $1,439,725. The redemption right on these shares was cancelledClass A common stock to management in connection with the ~~Amended Agreement entered on February 22, 2018 (see Note 9).~~acquisition of DTI Services Limited Liability Company.

~~Due to~~•During the ~~nature~~year ended December 31, 2021 , the Company issued 7,384,018 shares of ~~the issuance of~~Class A common stock for the ~~VWES acquisition, it was historically recorded outside~~conversion of ~~permanent equity. Subsequent to February 22, 2018 after the cancellation of the redemption rights, the stock was reclassified to equity in the accompanying consolidated balance sheet.~~total debt and accrued liabilities totaling $1,886,898.

Stock Options

The Company has issued stock options to purchase shares of the Company’s Class A common stock issued pursuant to the Company's 2016 Stock Option and Stock Award Plan (the "Plan"). The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant and on each modification date. ~~The following key assumptions during the years ended December 31, 2018 and 2017:~~

F-32

2018 2017

Risk free rate 2.38 % 2.38 %
Volatility 200 % 200 %
Expected terms (years) 6.25 6.25
Dividend rate 0 % 0 %

The following summarizes the stock option activity for the years ended December 31, ~~2018:~~2022 and 2021:

Weighted-
Weighted- Average
Average Remaining Aggregate
Exercise Contractual Intrinsic
Options Price Life (Years) Value

Outstanding at December 31, 2016 - $ 0.00
Granted 1,344,000 0.57
Forfeited (561,750 ) 0.77
Outstanding at December 31, 2017 782,250 $ 0.42 9.44 $ -
Granted 1,064,000 0.07
Forfeited (56,250 ) 0.81
Exercised - 0.00
Outstanding at December 31, 2018 1,790,000 $ 0.19 9.10 $ -

Vested and expected to vest at December 31, 2018 1,790,000 $ 0.19 9.10 $ -

Exercisable at December 31, 2018 391,969 $ 0.32 8.67 $ -


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2020	1,790,000	$	0.19	7.09	$	6,176,855
Granted	—
Forfeited	—
Exercised	—
Outstanding at December 31, 2021	1,790,000	$	0.19	6.09	$	3,098,055
Granted	2,084,620	$	0.77
Forfeited	(781,712)	$	0.32
Exercised	—	$	—
Outstanding at December 31, 2022	3,092,908	$	0.55	7.94	$	463,494

Vested and expected to vest at December 31, 2022	3,092,909	$	0.55	7.94	$	463,494

Exercisable at December 31, 2022	1,084,500	$	0.14	5.37	$	463,494

The following table summarizes information about options outstanding and exercisable as of December 31, ~~2018:~~2022:

Options Outstanding Options Exercisable
Weighted Weighted Weighted
Average Average Average
Exercise Number Remaining Exercise Number Exercise
Price of Shares Life (Years) Price of Shares Price

$ 0.05 979,000 9.38 $ 0.05 88,000 $ 0.05
0.10 85,000 9.28 0.10 10,625 0.10
0.13 388,500 8.59 0.13 145,688 0.13
0.26 114,000 8.34 0.26 49,875 0.26
0.90 223,500 8.27 0.90 97,781 0.90
1,790,000 391,969

~~F - 18~~


		Options Outstanding				Options Exercisable
Exercise Price		Number of Shares	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
$	0.05	891,500	5.38	$	0.05	891,500	$	0.05
0.10		85,000	5.28	0.10		85,000	0.10
0.13		—	4.58	0.13		—	0.13
0.77		2,008,409	9.33	0.77		—	0.77
0.90		108,000	4.27	0.90		108,000	0.90
		3,092,909				1,084,500

During the years ended December 31, ~~2018~~2022 and ~~2017,~~2021, stock option expense amounted to ~~$71,223~~$473,159 and ~~$87,136,~~$36,538, respectively. Unrecognized stock option expense as of December 31, ~~2018~~2022 amounted to ~~$199,812,~~$1,053,547, which will be recognized over a period extending through December ~~2022.~~

~~Warrants~~

On April 9, 2018, the Company granted 153,340 warrants in connection with the issuance of a convertible note payable. The warrants have a 3 year contractual life, an exercise price of $1 per share and are vested immediately.

On January 1, 2017, the Company granted 75,000 warrants to the seller of VWES. The warrants have a 3 year contractual life, an exercise price of $4.25 per share and are vested immediately. The warrants were accounted for as part of the purchase price of the acquisition of VWES. On February 22, 2018, in connection with the Amended Agreement (see Note 9), the warrants were cancelled and replaced with 75,000 new warrants with an exercise price of $1 per share that were vested immediately and have a contractual life of 3 years.

2023.

During the year ended December 31, ~~2017,~~2022, the Company ~~granted an aggregate total of 2,001 warrants to individuals. These warrants all~~issued 2,084,620 options in connection with the Company's 2021 Employee Equity Incentive Plan (the "Plan"). The options have ~~a 3 year contractual life,~~ an exercise price of ~~$2.00 per share~~$0.77, vest annually over a three year vesting period and ~~are vested immediately.~~expire on April 29, 2032.

F-33

AsThe fair value of the 2,084,620 options issued in connection with the Plan is $1,534,401, and was determined using the Black-Scholes option pricing model with the following assumptions:


Stock price	$	0.77
Risk-free interest rate	2.90		%
Expected life of the options	6.25 years
Expected volatility	158		%
Expected dividend yield	0		%

Warrants

The following summarizes the warrant activity for the years ended December 31, 2022, and 2021:


	Warrants	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2020	275,000	$	1.01	0.23	$	723,250
Granted	5,527,778	3.32
Forfeited	(275,000)	1.01
Exercised	—	—
Outstanding at December 31, 2021	5,527,778	$	3.32	4.62	$	—
Granted	14,492,754	0.69
Forfeited	—	—
Exercised	(1,449,276)	0.69
Outstanding at December 31, 2022	18,571,256	$	1.47	4.31	$	—

Vested and expected to vest at December 31, 2022	18,571,256	$	1.47	4.31	$	—

Exercisable at December 31, 2022	18,571,256	$	1.47	4.31	$	—

The following table summarizes information about warrants outstanding and exercisable as of December 31, ~~2018,~~2022:


		Warrants Outstanding				Warrants Exercisable
Exercise Price		Number of Shares	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
$	6.60	416,667	2.13	$	6.60	416,667	$	6.60
2.52		396,825	1.94	2.52		396,825	2.52
3.10		4,285,715	3.9	3.10		4,285,715	3.1
3.08		428,571	3.9	3.08		428,571	3.08
0.69		13,043,478	4.6	0.69		13,043,478	0.69
		18,571,256				18,571,256

During the year ended December 31, 2021, the Company ~~had 230,341~~issued 416,667 warrants ~~outstanding~~to a placement agent in connection with ~~a weighted average~~sale of its common stock. The warrants have an exercise price of ~~$1.01~~$6.60, were exercisable as of August 16, 2021 and expire on February 16, 2025. The Company issued another 428,571 warrants to a ~~weighted average remaining life~~placement agent in connection with the sale of ~~2.23 years.~~its common stock. The warrants have an exercise price of $3.08, were

F-34

exercisable as of May 26, 2021 and expire November 22, 2026. The Company issued another 396,825 warrants in connection to the RCA acquisition. The warrants have an exercise price of $2.52, were exercisable as of December 9, 2021 and expire December 9, 2024. During July 2022, the Company issued another 14,492,754 warrants to certain investors in connection with the sale of its common stock. The warrants have an exercise price of 0.69, were exercisable as of as of July 13, 2022, and expire July 13, 2027.

The fair value of the 416,667, 428,571, and the 396,825 warrants issued to the placement agent in connection with a registered direct offering, and to the RCA sellers in connection with the DTI/RCA acquisition (discussed below in Note 97) during the year ended December 31, 2021, are $2,498,637, $902,414, and $668,863 respectively and was determined using the Black-Scholes option pricing model. The fair value of the 14,492,754 warrants issued to the placement agent during the year ended December 31, 2022, are $7,083,038, and was determined using the Black-Scholes option pricing model. All of these warrants were determined using the following assumptions:


Stock price	$0.62 - 7.03
Risk-free interest rate	0.01 - 1.02%
Expected life of the options	1.5-5 years
Expected volatility	157-347%
Expected dividend yield	0	%

Note 7 – Business Combinations

or the various acquisitions noted below that occurred during the year ended December 31, 2021, there were minimal amounts of transaction costs incurred by the Company ranging from $0-$40,000 that are deemed immaterial. Any transactions costs associated with each acquisition below was expensed as incurred, and are recorded within General & Administrative expenses on the Consolidated Statements of Operations.

~~Venture West Energy Services~~Vayu (US)

Effective ~~January 1, 2017,~~February 8, 2021, the Company purchased ~~100%~~Vayu Inc to add to its A4 Aerospace services portfolio of companies. The purchase agreement provides for the Company to purchase all the outstanding shares of Vayu and its assets. Under the provision of ASC 805 Business Combinations, the Company determined that the acquisition of Vayu was an asset acquisition as more than 95% was concentrated in a single asset or a group of assets in Intellectual Property. As such, the Company accounted for this acquisition as an asset acquisition in accordance with ASC 805-10-20. Accordingly, the assets acquired are initially recognized at the consideration paid, which was the fair value of the ~~outstanding interests~~Series D preferred stock issued, including direct acquisition costs. The cost is allocated to the group of ~~Venture West Energy Services (“VWES”) (formerly Horizon Well Testing, LLC).~~assets acquired based on their relative fair values. The assets acquired and liabilities assumed were as follows at the acquisition date:


	Purchase Allocation
Cash	$	81,442
Property and equipment	56,011
Intellectual property	8,406,743
Non-compete agreement	100,819
Deferred tax liability	(1,362,667)
Accrued expenses and other current liabilities	(564,039)
SBA loan (PPP funds)	(65,000)
	$	6,653,309

F-35

The purchase price was paid as follows:


Series D Preferred Stock (1,432,244 shares)	$	6,653,309
	$	6,653,309

~~Alpine 4~~TDI

On May 5 2021, the Company purchased ~~100%~~Thermal Dynamics, Inc, (“TDI”), to add to its A4 Defense services portfolio of companies. Under the provision of ASC 805 Business Combinations, the acquisition is considered an acquisition of a business since the Company is acquiring the outstanding ~~interests~~capital of ~~VWES~~ ~~for $2,200,000 cash, two notes payable ($1,500,000~~TDI and ~~$300,000), 379,403 shares~~continuing the business of ~~Alpine 4's Class A common stock, valued at $1,439,725,~~TDI with defined inputs and ~~75,000 warrants,~~substantive processes that contribute to purchase one share of Alpine 4 Class A common stock, valued at $40,941. The $300,000 note bears interest at 1% and was payable in full by July 31, 2017 (see Note 6). The $1,500,000 note is a convertible note with an optionthe ability to convert at $8.50 into Alpine 4's Class A common stock. The $1,500,000 note bears interest at 5% per annum and has a balloon payment due on the 18-month anniversary of the closing of the purchase. There were also post-closing adjustments of $25,232.

create outputs. A summary of the finalized purchase price allocation at fair value is ~~below.~~presented below:

Purchase
Allocation

Cash $ 262,384
Accounts Receivable, net 245,833
Property, Plant & Equipment 4,804,458
Intangibles -
Goodwill 167,845
Accrued Expenses (25,086 )
Total consideration $ 5,455,434


	Purchase Allocation
Accounts receivable	$	1,408,682
Property and equipment	111,789
Customer list	3,840,000
Non-compete agreement	120,000
Goodwill	6,426,786
Other asset	91,000
Accounts payable	(786,151)
Accrued expenses and other current liabilities	(53,857)
Contract liabilities	(3,637,122)
Notes payable	(64,733)
	$	7,456,394

The purchase price was paid as follows:


Class A Common Stock (281,223 shares)	$	1,102,394
Cash	6,354,000
	$	7,456,394

Alt Labs

On ~~February 22, 2018,~~May 10, 2021, the Company ~~entered into an Amended Agreement with the seller of VWES. Per the terms of the Amended Agreement, the two notes payable initially issued to the seller of VWES~~closed on January 1, 2017, for $1,500,000 and $300,000 were cancelled, along with the redemption rights associated with 379,403 shares the Company’s Class A common stock and 75,000 warrants, and replaced with a new Amended and Restated Secured Promissory Note for $3,000,000 (see Note 5). The new note is due in semi-annual payments of $150,000 commencing on June 1, 2018, through June 1, 2020 and bears interest at 7% per annum. If the note is paid was full on or before June 1, 2018, the balance due would be discounted by $500,000. If the note is paid in full after June 1, 2018, and on or before December 1, 2018, the balance due will be discounted by $450,000. If the note is paid in full after December 1, 2018, and on or before June 1, 2019, the balance due will be discounted by $350,000. If the note is paid in full after June 1, 2019, and on or before December 1, 2019, the balance due will be discounted by $250,000. If the note is paid in full after December 1, 2019, and on or before June 1, 2020, the balance due will be discounted by $200,000.

~~F - 19~~

In connection with the Amended Agreement, the Company also issued an additional 100,000 shares of Class A common stock to the seller of VWES valued at $15,000, and granted new warrants effective February 22, 2018 to purchase 75,000 shares of common stock with an exercise price of $1.00 per share valued at $9,142 using the Black-Sholes model. The warrants are immediately vested and have a contractual life of 3 years. The Company also agreed to return the land and building acquired in the acquisition of ~~VWES~~Alternative Laboratories, LLC (Alt Labs) to add to its A4 Manufacturing services portfolio. Under the provision of ASC 805 Business Combinations, the acquisition is considered an acquisition of a business since the Company is acquiring the outstanding capital of Alt Labs and

F-36

continuing the business of Alt Labs with defined inputs and substantive processes that contribute to the ~~seller. The land and building had an aggregate book value as of February 22, 2018 of $173,396, which approximated its fair value.~~

~~The Company compared the value of the extinguished debt, returned land and building and cancelled stock and warrants~~ability to the value of the new Amended and Restated Secured Promissory Note and new instruments issued as of February 22, 2018. The difference of $136,300 was reflected as a gain on extinguishment of debt during the accompanying consolidated statements of operations for the year ended December 31, 2018.

~~The following is a~~create outputs. A summary of the non-cash items given as consideration to the seller of VEWS in connection with the Amended and Restated Secured Promissory Note, which is reflected in the supplemental disclosure of non-cash financing activities in the accompanying consolidated statement of cash flows for the year ended December 31, 2018.

Non-Cash
Consideration
Note payable $ 3,000,000
Common stock 15,000
Warrants 9,142
Land and building 173,396
Total $ 3,197,538

~~American Precision Fabricators (“APF”)~~

On April 5, 2018, the Company announced that it had entered into a Securities Purchase Agreement (the "SPA") with APF, an Arkansas corporation, and Andy Galbach ("Galbach") and Clarence Carl Davis, Jr. ("Davis"), the owners of APF (the "Sellers"). Pursuant to the SPA, the Company acquired 100% of the outstanding shares in APF.

The total purchase price of APF from the SPA amounted to $4,500,000, which consisted of aggregate cash consideration paid to the Sellers of $2,100,000, an aggregate of $1,950,000 of secured promissory notes due to the Sellers (see Note 5), and an aggregate of $450,000 of convertible promissory notes due to the Sellers (see Note 7). At the closing date, the Company and the Sellers agreed to a reduction of the purchase price of $123,250, resulting from a net working capital adjustment which was deducted from the cash consideration due to the Sellers. As a result, the total purchase price of APF was $4,376,750.

~~A summary of the~~finalized purchase price allocation at fair value is ~~below.~~ presented below:


	Purchase Allocation
Accounts receivable	$	397,441
Inventory	2,621,653
Property and equipment	1,739,441
Customer list	1,250,000
Proprietary technology	3,670,000
Non-compete agreement	20,000
Goodwill	4,410,564
Other assets	390,502
Accounts payable	(397,441)
Accrued expenses and other current liabilities	(411,830)
Contract liabilities	(1,754,290)
Notes payable	(33,363)
	$	11,902,677

The ~~business combination accounting~~purchase price was paid as follows:


Class A Common Stock (361,847 shares)	$	1,432,677
Cash	10,470,000
	$	11,902,677

On May 4, 2021, the Company also entered into an agreement to acquire the 100% membership interest in 4740 Cleveland LLC (“Cleveland”), a Florida limited liability company that is ~~not yet complete and~~ the ~~amounts assigned to assets acquired and liabilities assumed are provisional.~~owner of the building currently being leased by Alt Labs, for a total purchase price of $7,000,000. The Company ~~is still in~~closed on the ~~process of obtaining and assessing documentation~~purchase of the ~~contracts for customer relationships. Therefore, this may result~~building in ~~future adjustments to~~August 2021.

Identified Technologies

On October 20, 2021, the ~~provisional amounts as new information is obtained about facts and circumstances that existed at the acquisition date.~~

Purchase
Allocation

Accounts receivable $ 945,050
Inventory 675,074
Prepaid expenses and other current assets 250,040
Property and equipment 3,300,000
Goodwill 1,230,100
Accounts payable (1,234,328 )
Accrued expenses (154,186 )
Line of credit (165,000 )
Deferred tax liability (470,000 )
$ 4,376,750

~~F - 20~~

~~In connection with the SPA, and as consideration for the~~ Company ~~to enter into the SPA, APF and Galbach~~ entered into a ~~Consulting~~Stock Purchase Agreement with Identified Technologies Corporation (IDT) to add to its A4 Aerospace services portfolio of companies. Under the provision of ASC 805 Business Combinations, the acquisition is considered an acquisition of a business since the Company is acquiring the outstanding capital of IDT and continuing the business of IDT with defined inputs and substantive processes that contribute to the ability to create outputs. A summary of the finalized purchase price allocation at fair value is presented below:


	Purchase Allocation
Accounts receivable	$	90,858
Other asset	27,469
Proprietary technology	1,650,000
Tradename	210,000
Goodwill	1,913,310
Non-compete agreement	90,000
Accrued expenses and other current liabilities	(363,856)
	$	3,617,781

F-37

The purchase price was paid as follows:


Cash	$	35
Class A Common Stock (888,881 shares)	3,617,746
	$	3,617,781

ElecJet

On November 29, 2021, the Company acquired ElecJet Corp (ElecJet) to add to its A4 Technology portfolio of companies. Under the provision of ASC 805 Business Combinations, the acquisition is considered an acquisition of a business since the Company is acquiring the outstanding capital of Elecjet and continuing the business of ElecJet with defined inputs and substantive processes that contribute to the ability to create outputs. As part of the acquisition there was a contingent royalty agreement based on potential future graphene batteries. More detail of this agreement can be found in Note 11. It was determined that this contingent agreement had a FMV of $0 at the date of acquisition. A summary of the finalized purchase price allocation at fair value is presented below:


	Purchase Allocation
Cash	$	27,466
Accounts receivable	30,000
Inventory	95,000
Proprietary technology	5,890,000
Non-compete agreement	200,000
Goodwill	6,496,343
Deferred tax liability	(1,562,074)
Accrued expenses and other current liabilities	(113,742)
	$	11,062,993

The purchase price was paid as follows:


Cash	$	6,500,000
Class A Common Stock (1,803,279)	4,562,993
	$	11,062,993

DTI Services ~~Agreement (the "Consulting Agreement")~~(doing business as RCA Commercial Electronics)

On December 13, 2021, the Company purchased DTI Services (RCA), ~~pursuant~~ to ~~which Galbach agreed for~~add to its technology portfolio of companies. Under the provision of ASC 805 Business Combinations, the acquisition is considered an acquisition of a ~~period~~business since the Company is acquiring the outstanding capital of ~~90 days following~~RCA and continuing the ~~closing date~~business of RCA with

F-38

defined inputs and substantive processes that contribute to ~~provide strategic management services~~the ability to APF, meet with APF's new management, and provide his knowledge in customer relations, trade and service implementation, and other business disciplines. Additionally, APF agreed to reimburse Galbach for his expenses incurred by Galbach in connection with providingcreate outputs. A summary of the ~~services under~~finalized purchase price allocation at fair value is presented below:


	Purchase Allocation
Accounts receivable	$	3,409,230
Other current assets	1,259,556
Inventory	12,477,872
Property and equipment	761,370
Customer list	6,300,000
Trademark	620,000
Non-compete agreement	690,000
Goodwill	1,355,728
ROU asset	1,196,764
Accounts payable	(951,302)
Accrued expenses and other current liabilities	(677,720)
Customer deposits	(153,201)
Operating lease liability	(1,226,128)
Line of credit	(4,710,768)
	$	20,351,401

The purchase price was paid as follows:


Cash	$	14,000,000
Class A Common Stock (1,587,301 shares)	3,682,538
Warrants (396,825 shares)	668,863
Seller notes	2,000,000
	$	20,351,401

For tax purposes, the ~~Consulting Agreement.~~

~~Simultaneous~~Goodwill associated with the ~~purchase~~business combinations of ~~APF, a building, owned by APF prior to~~TDI, Alt Labs, and RCA described above will be deductible under IRC section 197 as the ~~acquisition, was sold in a sale-leaseback transaction agreement, whereby the building was leased from the buyer for 15 years. The proceeds from the sale-leaseback of $1,900,000~~transactions were ~~used to fund the cash consideration to the sellers. The building and the lease is being~~ treated as ~~a capital lease (see Note 4).~~

an asset purchase. The Goodwill associated with the business combinations of Identified Technology and ElecJet described above is not deductible for tax purposes.

The following are the unaudited pro forma results of operations for the ~~three and~~ years ended December 31, ~~2018~~2022 and ~~2017,~~2021, as if ~~APF~~Excel, IA, Vayu, TDI, Alt Labs, Identified Technology, ElecJet, and RCA had been acquired on January 1, ~~2017.~~2021. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do include any anticipated cost savings or other effects of the planned integration of

F-39

these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated.


	Pro Forma Combined Financials (unaudited)
	Years Ended December 31,
	2022		2021
Sales	$	104,563,002	$	98,321,144
Cost of goods sold	82,848,600		75,523,745
Gross profit	21,714,402		22,797,399
Operating expenses	32,470,186		38,643,670
Loss from operations	(10,755,784)		(15,846,271)
Net loss from continuing operations	(12,875,313)		(12,144,338)
Loss per share	(0.07)		(0.06)

Pro Forma
Combined Financials
(Unaudited)

Year Ended
December 31,
2018

Year Ended
December 31,
2017

Revenue $ 15,407,012 $ 11,995,811

Net Loss from continuing operations $ (3,189,893 ) $ (1,649,423 )

Net loss per shares from continuing operations $ (0.12 ) $ (0.07 )

Note 108 – Equity Investments

AmplifeiIntl LLC

On September 15, 2021, A4 Manufacturing, Inc. entered into a Membership Interest Purchase Agreement acquiring approximately a 9% membership interest in AmplifeiIntl LLC (also doing business as Happinss) (“Amplifei”). The membership interest is non-voting and the Company does not have the ability to exercise significant influence over operating and financial activities. The equity investment is being valued using cost as there is no market for the membership units, and accordingly, no quoted market price is available. The investment is tested for impairment, at least annually, and more frequently upon the occurrences of certain events. As of December 31, 2021, the Company determined there was an impairment on this investment and recognized a loss on impairment for the entire value of $1,350,000.

The membership interest was paid for as follows:


Accounts receivable owed from Amplifei	$	1,000,000
Cash	350,000
Total	$	1,350,000

F-40

Note 9 – Income Taxes

The components of the Company's income tax provision are as follows:


	Year Ended December 31, 2022		Year Ended December 31, 2021
Current expense (benefit)
Federal	$	—	$	—
State	139,020		—
	139,020		—

Deferred benefit
Federal	$	(650,283)	$	(1,616,916)
State	(222,731)		(326,825)
	(873,014)		(1,943,741)

Provision for income tax benefit	$	(733,994)	$	(1,943,741)

A reconciliation of the provision for income taxes with the expected provision for income taxes computed by applying the federal statutory income tax rate of 21% to the net loss before provision for income taxes is as follows:


	Year Ended December 31, 2022				Year Ended December 31, 2021
	Amount		Percentage		Amount		Percentage
Pre-tax book loss	$	(13,609,307)			$	(21,426,879)

Federal income tax at statutory rate	(2,857,954)		21.0	%	(4,499,644)		21.0	%
State income tax benefit	(530,084)		3.9	%	(163,677)		0.8	%
Change in valuation allowance	2,760,687		(20.3)	%	3,559,163		(16.6)	%
Permanent items	21,281		(0.2)	%	(839,583)		3.9	%

Other	(127,924)		1.4	%	—		—	%

Provision for income tax benefit	$	(733,994)	5.4	%	$	(1,943,741)	9.1	%

F-41

Deferred income taxes reflect the net tax effects of temporary differences between the carrying ~~amounts~~amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. ~~A full valuation allowance is established against~~Significant components of the ~~remaining~~Company's net deferred income taxes are as follows:


	Year Ended December 31, 2022		Year Ended December 31, 2021
Deferred tax asset:
Accrued expenses and other	$	696,419	$	347,645
Lease Liability	8,176,101		—

Loss carryforwards	14,295,781		13,124,197
Stock based compensation	211,499		90,293
Research and experimental expenditures	202,199		—
Inventory	625,937		—

Interest	634,445		615,260
Total deferred tax asset	24,842,381		14,177,395
Valuation allowance	(13,492,773)		(9,887,550)
Net deferred tax assets	11,349,608		4,289,845

Deferred tax liabilities:
Fixed assets	(3,266,395)		(365,922)
Intangible assets and goodwill	(4,865,970)		(5,785,088)
ROU asset	(4,205,393)		—
Total deferred tax liabilities	(12,337,758)		(6,151,010)

Net non-current deferred tax liability	$	(988,150)	$	(1,861,165)

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax ~~assets~~assets. A significant piece of objective negative evidence evaluated was the lack of sustained profitability in recent years. Such objective evidence limits the ability to consider other subjective evidence, such as the Company's projections for future growth.

On the basis of this evaluation, as of December 31, ~~2018~~2022 and ~~2017 based on estimates of recoverability. The Company determined that such~~2021, a valuation allowance ~~was necessary given~~of $13.5 million and $9.9 million, respectively, has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted based on changes in objective and subjective evidence in future years. If and when the Company determines the valuation allowance should be released (i.e., reduced), the adjustment would result in a tax benefit reported in that period’s consolidated statement of operations, the effect of which would be an increase in reported net income. The amount of any such tax benefit associated with release of the Company's valuation allowance in a particular reporting period may be material.

The Company has gross federal and state net operating loss carryforwards of $71.0 million and $20.1 million, respectively, at December 31, 2022. At December 31, 2022, the Company has approximately $11.3 million of federal net operating losses available to offset future taxable income for 20 years and will begin to expire in 2036. The remaining $59.7 million of federal net operating losses are carried forward indefinitely to offset future taxable income up to an 80% limitation of taxable income in the year of use. The state net operating losses begin to expire in 2024. The Company has a gross interest limitation carryforward of $2.5 million under Section 163(j) for federal tax purposes at December 31, 2022. The Section 163(j) interest may be carried forward indefinitely.

The future tax benefits from NOLs and built-in losses would be materially reduced or potentially eliminated if we experience an “ownership change” as defined under IRC §382. The Company has identified ownership shifts on

F-42

August 23, 2014, April 29, 2015, February 4, 2016 and July 1, 2019, which immaterially impacted the Company. The Company does not believe an ownership change has occurred in the current year.

With exceptions due to the generation and ~~expected near term~~utilization of net operating losses or credits, as of December 31, 2022, Alpine 4 Holdings and Subsidiaries are no longer subject to federal or state examinations by taxing authorities for tax years before 2019 and 2018, respectively.

Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. Although the Company believes that it has appropriately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different than expectations. The Company will adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate, the closing of a statutory audit period or changes in applicable tax law. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences would impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate, as well as related net interest.

The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2022 or 2021, and has not recognized interest or penalties during the years ended December 31, 2022 and 2021 since there was no reduction of income taxes paid due to uncertain tax positions.

The following table summarizes the activity related to the Company's gross unrecognized tax liabilities:


	December 31, 2022		December 31, 2021
Unrecognized tax liabilities, beginning of the year	$	1,169,028	$	—
Increase related to current year tax positions	480,911		1,169,028
Unrecognized tax liabilities, end of year	$	1,649,939	$	1,169,028

Included in the balance of unrecognized tax liabilities as of December 31, 2022 are $0.6 million of tax liabilities that, if recognized, would affect the ETR. Also included in the balance of unrecognized tax liabilities as of December 31, 2022 are $1.0 million of tax liabilities that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.

Note 10 – Industry Segments

The Company discloses segment information that is consistent with the way in which management operates and views its business. Effective during the quarter ended September 30, 2022, the Company increased its reportable segments to eight segments. All segments and the ~~uncertainty~~subsidiaries within each segment are geographically located in North America. The financial results are logical to review in this manner for comparison, trend, deviations, etc. purposes.

Management excludes the following when reviewing the profit/loss by segment.

•Intercompany Sales/COGS

•Management fees to the parent Company

•Income tax benefit/expense

There has not been any change to the measurement method in how management reviews the profit/loss by segment.

F-43

The reporting segments and their business activity are as follows:

A4 Construction Services Morris Sheet Metal (“MSM”) provides commercial construction services primarily as a sheet metal contractor.

A4 Construction Services Excel Construction (“Excel”) provides commercial construction services primarily as a sheet metal contractor.

A4 Manufacturing Quality Circuit Assembly (QCA) is a contract manufacturer within the technology industry.

A4 Manufacturing Alternative Labs (“Alt Labs”) is a contract manufacturer within the dietary & nutraceutical supplements industry.

A4 Defense Thermal Dynamics does contracting for the US Government particularity for the US Defense Department and US Department of State.

A4 Technologies RCA Commercial Electronics (“RCA”) is a B2B commercial electronics manufacturer.

A4 Technologies ElecJet is a battery research & development company.

A4 Aerospace Vayu is a drone aircraft manufacturer.

A4 All Other includes the QCA-Central, Identified Technologies and Corporate operating segments.

The Company’s reportable segments for the years ended December 31, 2022 and 2021:


	Years Ended December 31,
	2022		2021
Revenue
A4 Construction Services - MSM	$	18,290,019	$	16,191,284
A4 Construction Services - Excel	1,761,572		1,803,739
A4 Manufacturing - QCA	16,763,989		14,258,084
A4 Manufacturing - Alt Labs	12,889,992		11,674,220
A4 Defense - TDI	10,046,658		4,467,376
A4 Technologies - RCA	40,092,612		1,454,451
A4 Technologies - ElecJet	1,098,534		89,018
A4 Aerospace - Vayu	81,100		—
All Other	3,538,526		1,702,641
	$	104,563,002	$	51,640,813

Gross profit
A4 Construction Services - MSM	$	1,374,517	$	(385,266)
A4 Construction Services - Excel	3,681		(92,765)
A4 Manufacturing - QCA	3,258,082		2,763,213
A4 Manufacturing - Alt Labs	2,343,368		3,749,878
A4 Defense - TDI	3,082,844		1,073,636
A4 Technologies - RCA	10,687,202		379,740
A4 Technologies - ElecJet	(236,636)		76,818
A4 Aerospace - Vayu	13,087		—
All Other	1,188,257		132,744
	$	21,714,402	$	7,697,998

F-44


Income (loss) from operations
A4 Construction Services - MSM	$	(883,922)	$	(4,247,240)
A4 Construction Services - Excel	(973,934)		(1,969,535)
A4 Manufacturing - QCA	702,875		1,426,141
A4 Manufacturing - Alt Labs	2,284,308		(3,027,203)
A4 Defense - TDI	1,072,306		(282,882)
A4 Technologies - RCA	2,525,619		(100,328)
A4 Technologies - ElecJet	(1,107,254)		(62,163)
A4 Aerospace - Vayu	(3,336,279)		(4,875,829)
All Other	(11,039,503)		(8,983,320)
	$	(10,755,784)	$	(22,122,359)

Depreciation and amortization
A4 Construction Services - MSM	$	684,563	$	846,808
A4 Construction Services - Excel	267,966		291,556
A4 Manufacturing - QCA	417,172		377,868
A4 Manufacturing - Alt Labs	983,931		611,079
A4 Defense - TDI	288,950		191,740
A4 Technologies - RCA	979,206		49,299
A4 Technologies - ElecJet	414,333		33,833
A4 Aerospace - Vayu	1,025,412		1,093,995
All Other	1,113,005		658,181
	$	6,174,538	$	4,154,359

Interest Expenses
A4 Construction Services - MSM	$	421,287	$	706,607
A4 Construction Services - Excel	245,855		291,263
A4 Manufacturing - QCA	262,551		230,044
A4 Manufacturing - Alt Labs	351,503		72,060
A4 Defense - TDI	11,975		825
A4 Technologies - RCA	159,878		15,347
A4 Technologies - ElecJet	—		—
A4 Aerospace - Vayu	10,677		9
All Other	1,660,406		1,973,078
	$	3,124,132	$	3,289,233

Net income (loss)
A4 Construction Services - MSM	$	(1,246,295)	$	(1,481,382)
A4 Construction Services - Excel	(1,219,789)		(1,899,512)
A4 Manufacturing - QCA	367,760		1,774,139
A4 Manufacturing - Alt Labs	2,054,958		(2,643,752)
A4 Defense - TDI	1,060,331		(270,289)
A4 Technologies - RCA	2,365,741		(115,675)
A4 Technologies - ElecJet	(1,110,727)		(62,163)
A4 Aerospace - Vayu	(3,346,956)		(4,852,182)
All Other	(11,800,336)		(9,932,322)
	$	(12,875,313)	$	(19,483,138)

F-45


	As of December 31, 2022		As of December 31, 2021
Total Assets
A4 Construction Services - MSM	$	11,309,049	$	10,935,355
A4 Construction Services - Excel	3,359,818		3,050,206
A4 Manufacturing - QCA	20,988,492		11,869,711
A4 Manufacturing - Alt Labs	26,636,905		23,173,298
A4 Defense - TDI	13,497,381		11,982,580
A4 Technologies - RCA	27,191,977		28,174,091
A4 Technologies - ElecJet	12,897,440		12,904,267
A4 Aerospace - Vayu	14,632,530		14,702,838
All Other	$	15,118,622	$	17,831,504
	$	145,632,214	$	134,623,850

Goodwill
A4 Construction Services - MSM	$	113,592	$	113,592
A4 Construction Services - Excel	—		—
A4 Manufacturing - QCA	1,963,761		1,963,761
A4 Manufacturing - Alt Labs	4,410,564		4,410,564
A4 Defense - TDI	6,426,786		6,426,786
A4 Technologies - RCA	1,355,728		1,355,728
A4 Technologies - ElecJet	6,496,343		6,496,343
A4 Aerospace - Vayu	—		—
All Other	1,913,310		1,913,310
	$	22,680,084	$	22,680,084

Accounts receivable, net
A4 Construction Services - MSM	$	5,188,521	$	3,906,271
A4 Construction Services - Excel	288,243		286,972
A4 Manufacturing - QCA	3,867,141		2,339,597
A4 Manufacturing - Alt Labs	1,833,502		406,333
A4 Defense - TDI	1,905,314		1,371,184
A4 Technologies - RCA	3,232,559		2,961,201
A4 Technologies - ElecJet	12,888		37,744
A4 Aerospace - Vayu	—		—
All Other	811,776		565,874
	$	17,139,944	$	11,875,176

Note 11 - Commitments and Contingencies

Licensing Agreement

DTI has entered into licensing agreements with RCA Trademark Management for the licensing rights to the respective trademarks in the United States of America and Canada.

The RCA licensing agreement was amended with Technicolor, S.A., as licensor, and expires December 31, 2024. DTI agrees to pay a royalty fee of 2.50% on net sales of the licensed products with a minimum annual

F-46

payment of $420,000 for the years ended 2020 and 2021, $440,000 for the year ended 2022, $460,000 for the year ended 2023, and $480,000 for the year ended 2024.

Warranty Service Agreement

DTI entered into a warranty service agreement to provide certain warranty services for a lighting supplier through December 31, 2024, except for one class of customer through 2030. In exchange for these services DTI receives annual payments as follows:


Years Ending December 31,
2023	$	66,626
2024	59,964
Total	$	126,590

Royalty Agreement

On November 28, 2021, the Company entered into a Royalty Agreement with the sellers of ElecJet. Upon closing the Company desires to build its initial factory (“Factory”) to manufacture graphene batteries in the territory of the United States. The Company agrees to pay the sellers 1.5% of net sales for batteries produced by the Factory. Royalty payments shall continue to be paid for a period of ten years from the starting date, or until the total of the royalty payments equals $50 million, whichever occurs first.

Legal Proceedings

From time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business. Litigation is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence. As of the date of this Report, the Company was not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows.

In August 2020, in a matter relating to the Company’s subsidiary Horizon Well Testing, LLC (“Horizon”), the Company filed a lawsuit in the United States District Court, District of Arizona (Case No.2:20-cv-01679-DJH), against Alan Martin, the seller of Horizon dba Venture West Energy Services, LLC (“VWES”). The Company brought suit in 2020 seeking to avoid the claimed liability due from the Company to Alan Martin, for the Company’s 2017 purchase of Mr. Martin’s business, Horizon. On summary judgment, the court found that the Company’s claim was barred by a time-limiting clause for indemnification claims. The Company disagrees with the court’s ruling and intends to appeal. Before the Company can file its appeal of the summary judgment order, the court must resolve Mr. Martin’s counterclaim in which Mr. Martin claims that Mr. Martin remains unpaid on the promissory note, as modified, under which the Company purchased the Horizon. The note balance is alleged to have a principal sum due of $3.3 million, plus interest at 8% accruing from 2019 to present, plus late fees accruing at $575 per day (Note 4). The Company continues to dispute the amount claimed due. As well, the Company’s legal position remains that the indebtedness should be discharged due to material misrepresentations by Mr. Martin in the original transaction.

In August 2021, in a matter relating to the Company’s subsidiary Horizon Well Testing, LLC (“Horizon”), Rob Porter filed a lawsuit in the District Court of Oklahoma County, State of Oklahoma (CJ-2021-3421), alleging unjust enrichment and breach of contract with respect to shares of Company that Mr. Porter claims was owed under his employment contract with the Company as President of Horizon. In October 2021, the Company filed its ~~ability~~answer denying such claims. In October 2021, the Company also filed counterclaims against Mr. Porter for conversion and breach of fiduciary duties. The Company believes this is a frivolous lawsuit and as such, no accrual has been recorded as of December 31, 2022 and 2021. As of the date of this Report, a pre-trial scheduling conference is scheduled for June 21, 2023, and the Company is participating in discovery.

In October 2021, in a matter relating to ~~generate sufficient profits~~the Company’s subsidiary Horizon Well Testing, LLC (“Horizon”), the Company received three complaints in the District Court of Oklahoma Country State of Oklahoma from former VWES employees Bruce Morse (CJ-2021-4316), Brian Hobbs (CJ-2021-4315), Thomas Karraker (CJ-2021-4314)

F-47

for unjust enrichment, and breach of contract with respect to their employment contracts with Horizon. On January 19, 2022, the Company filed answers to all three lawsuits that denied these claims. The Company believes these are frivolous lawsuits. In July 2022, the Company and Mr. Morse settled his claims against the Company. The settlement included the cash payment of $24,375 for Mr. Morse's claimed 37,500 shares of Class A Common stock, and subsequently Mr. Morse’s case has been dismissed. Subsequently, Mr. Hobbs and Mr. Karraker have also expressed interest in settling claims on similar terms, and negotiations are ongoing as of the date of this Report. As no formal settlement offer has been extended, no accrual has been recorded as of December 31, 2022 and 2021.

In November 2022, the Company received a complaint filed by Mr. Mark Bell in the district court of Idaho (CV42-22-4066) with regard to the Company’s February 2020 purchase of Excel Fabrication LLC (“Excel”) from Mr. Bell, over the Company’s refusal to continue paying on a $2,300,000 note comprising part of the purchase consideration (Note 4). In December 2022 the Company counter-sued Mr. Bell for breach of contract, fraud, and misrepresentation in the February 2020 sale of Excel to the Company. The case is set for trial in June of 2024.

In December 2022, the Company’s subsidiary Excel Fabrication LLC (“Excel”) received a demand for binding arbitration (AAA Case No. 01-22-0004-9935) by Starr Corporation of Idaho, a contractor for whom Excel Fabrication LLC was performing as sub-contractor and who stopped its ~~new business model.~~work for Starr Corporation pursuant to its claimed contract right of termination due to failure of Starr Corporation to make payment within the contracted period for payment for work satisfactorily performed. Starr Corporation claims that Excel’s termination was wrongful, and seeks approximately $500,000, reflecting its costs in having to complete work that was called for under the contract. Excel is seeking a determination that its termination was rightful under the terms of the contract between the parties, and in addition seeks payment on its unpaid billing submittals and additional costs. Arbitration hearings are scheduled to commence in April 2024.

Note 12 – Subsequent Events

In January 2023, the Company made a $250,000 investment for a 10% equity interest in a battery materials company, which includes a seat on its board, and participation rights in future funding rounds.

In February 2023, the Company learned that a complaint the State of New York brought against Vayu in 2019 (prior to the Company’s ownership of Vayu) seeking a refund for two returned airframes, a case which had originally been dismissed for lack of jurisdiction, had become revived by virtue of New York’s highest court ruling (State of New York v Vayu, APL-2021-00148) that the State’s long arm statute applied to the 2016 transaction between Vayu and the State University of New York at Stonybrook. Total damages sought by the State of New York are less than $100,000, including interest and costs. The ~~Tax Cuts~~company is currently considering its options for reaching a settlement with the State of New York, and ~~Jobs Act was signed into law on December 22, 2017,~~for the possibility of seeking redress from the previous owners of Vayu.

In April 2023, a certain investor converted 1.3 million shares of Class B common stock and ~~reduced the corporate income tax rate from 34% to 21%.~~ 1 share of Class B preferred stock for 1,300,001 shares of Class A common stock.

F-48

ALPINE 4 HOLDINGS, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	475,300	$	2,673,541
Accounts receivable, net	15,540,528		17,139,944
Inventory	25,262,659		25,258,369
Contract assets	1,835,432		1,402,788
Prepaid expenses and other current assets	2,449,395		2,428,223
Total current assets	45,563,314		48,902,865

Property and equipment, net	20,265,637		19,503,485
Intangible assets, net	35,494,596		36,282,609
Right of use assets, net	15,949,731		16,407,566
Goodwill	22,680,084		22,680,084
Other non-current assets	1,991,363		1,855,605
TOTAL ASSETS	$	141,944,725	$	145,632,214

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	11,830,582	$	8,608,554
Accrued expenses	6,256,263		6,749,890
Contract liabilities	5,700,142		5,284,285
Line of credit	8,970,460		7,426,814
Notes payable, current portion	5,998,347		3,201,136
Notes payable, related party	535,000		—
Financing lease obligation, current portion	743,157		725,302
Operating lease obligation, current portion	1,484,846		1,318,885
Total current liabilities	41,518,797		33,314,866

Notes payable, net of current portion	2,229,684		4,266,350
Line of credit, net of current portion	3,928,105		7,215,520
Financing lease obligations, net of current portion	14,395,926		14,592,813
Operating lease obligations, net of current portion	14,841,129		15,262,494
Deferred tax liability	625,617		988,150
TOTAL LIABILITIES	77,539,258		75,640,193

Commitment & Contingencies (Note 7)
STOCKHOLDERS' EQUITY (1):
Preferred stock, $0.0001 par value, 5,000,000 shares authorized	—		—
Series B preferred stock; $1.00 stated value; 100 shares authorized, 4 and 5 shares issued and outstanding at March 31, 2023, and December 31, 2022	4		5
Class A Common stock, $0.0001 par value, 200,000,000 shares authorized, 22,304,761 and 22,303,333 shares issued and outstanding at March 31, 2023, and December 31, 2022	2,230		2,230
Class B Common stock, $0.0001 par value, 10,000,000 shares authorized, 1,068,512 and 1,068,512 shares issued and outstanding at March 31, 2023, and December 31, 2022	107		107
Class C Common stock, $0.0001 par value, 15,000,000 shares authorized, 1,528,460 and 1,529,888 shares issued and outstanding at March 31, 2023, and December 31, 2022	153		153
Additional paid-in capital	141,906,511		141,723,921
Accumulated deficit	(77,503,538)		(71,734,395)
Total stockholders' equity	64,405,467		69,992,021
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	141,944,725	$	145,632,214

The ~~Company's deferred tax assets, liabilities,~~accompanying notes are an integral part of these unaudited consolidated financial statements.

(1)Current and ~~valuation allowance~~prior period results have been adjusted to reflect the ~~impact of the new tax law.~~one-for-eight stock split effected in May 2023. See Note 5, Stockholders' Equity and Note 8, Subsequent Events for details.

F-49

ALPINE 4 HOLDINGS, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
	2023		2022

Revenues, net	$	24,361,713	$	25,592,154
Cost of revenues	19,145,257		19,954,697
Gross profit	5,216,456		5,637,457

Operating expenses:
General and administrative expenses	10,243,023		9,201,682
Research and development	113,906		191,930
Total operating expenses	10,356,929		9,393,612
Loss from operations	(5,140,473)		(3,756,155)

Other income (expenses)
Interest expense	(998,870)		(608,961)
Other income	43,200		32,719
Total other income (expenses)	(955,670)		(576,242)

Loss before income tax	(6,096,143)		(4,332,397)

Income tax	(327,000)		(332,837)

Net Loss	$	(5,769,143)	$	(3,999,560)

Weighted average shares outstanding (1):
Basic	24,901,733		22,879,056
Diluted	24,901,733		22,879,056

Basic loss per share	$	(0.23)	$	(0.17)

Diluted loss per share	$	(0.23)	$	(0.17)

The ~~following is a reconciliation of the difference between the effective and statutory income tax rates for years ended December 31:~~

2018 2017
Amount Percent Amount Percent

Federal statutory rates $ (1,660,684 ) 21.0 % $ (1,106,976 ) 34.0 %
State income taxes (474,481 ) 6.0 % (367,525 ) 11.3 %
Permanent differences 890,348 -11.3 % 4,103 -0.1 %
Impact of change in tax rate - 727,566 22.3 %
Other - (27,282 ) 0.9 %
Valuation allowance against net deferred tax assets 1,201,418 -15.2 % 511,722 -14.9 %
Effective rate $ (43,399 ) 0.5 % $ (258,392 ) 53.5 %

~~F - 21~~

~~At December 31, 2018 and December 31, 2017, the significant components of the deferred tax assets~~accompanying notes are ~~summarized below:~~

2018 2017
Deferred income tax asset
Net operation loss carryforwards $ 2,607,105 $ 1,253,964
Total deferred income tax asset 2,607,105 1,253,964
Less: valuation allowance (2,607,105 ) (1,253,964 )
Total deferred income tax asset $ - $ -

~~At December 31, 2018 and December 31, 2017, the significant components of the deferred tax liabilities are summarized below:~~

2018 2017

Deferred income tax liabilities:
Book to tax differences in intangible assets 608,304 181,703
Total deferred income tax asset $ 608,304 $ 181,703

~~The deferred tax liability is mostly made up of the difference between book and tax values for property and equipment and intangible assets.~~

The Company has recorded as of December 31, 2018 and 2017 a valuation allowance of $2,607,105 and $1,253,964, respectively, as management believes that it is more likely than not that the deferred tax assets will not be realized in future years. Management has based its assessment on the Company's lack of profitable operating history.

~~The Company annually conducts~~ an ~~analysis of its tax positions and has concluded that it had no uncertain tax positions as of December 31, 2018.~~

The Company has net operating loss carry-forwards of approximately $9.8 million. Such amounts are subject to IRS code section 382 limitations and begin to expire in 2029. The tax years from 2015 - 2018 are still subject to audit.

~~Note 11 – Industry Segments~~

~~This summary presents the Company's segments, QCA and APF for the years ended December 31, 2018 and 2017:~~

Year Ended December 31, 2018
Unallocated
and Total
QCA APF Eliminations Consolidated
Revenue $ 10,513,743 3,104,791 $ 643,260 $ 14,261,794
Segment gross profit 3,293,86 1,078,075 449,535 4,820,796
Segment depreciation and amortization 299,328 200,247 33,333 532,908
Segment interest expense 734,033 153,107 2,234,061 3,121,201
Segment net income (loss) 390,158 (455,125 ) (2,931,926 ) (2,996,893 )

As of December 31, 2018
Unallocated
and Total
QCA APF Eliminations Consolidated
Accounts receivable, net $ 1,649,701 $ 958,153 $ 2,500 $ 2,610,354
Goodwill 1,963,761 1,230,100 - 3,193,861
Total assets 10,767,883 6,159,098 1,013,695 17,940,676

Year Ended December 31, 2017
Unallocated
and Total
QCA Eliminations Consolidated
Revenue $ 7,809,813 $ 508,203 $ 8,318,016
Segment gross profit 2,191,078 219,517 2,410,595
Segment depreciation and amortization 289,746 50,001 339,747
Segment interest expense 730,096 532,397 1,262,493
Segment net income (loss) 327,511 (1,614,287 ) (1,286,776 )

As of December 31, 2017
Unallocated
and Total
QCA Eliminations Consolidated
Accounts receivable, net $ 1,545,422 $ 15,058 $ 1,560,480
Goodwill 1,963,761 - 1,963,761
Total assets 10,569,893 5,401,057 15,970,950

~~F - 22~~

~~Note 12 – Derivative Liabilities and Fair Value Measurements~~

~~Derivative liabilities~~

The Company has issued convertible notes payable that were evaluated under the guidance in FASB ASC 815-40, Derivatives and Hedging, and were determined to have characteristics of derivative liabilities. As a result of the characteristicsintegral part of these notes, the conversion options relating to previously issued convertible debt and outstanding Class A common stock warrants were also required to be accounted for as derivative liabilities under ASC 815. Under this guidance, this derivative liability is marked-to-market at each reporting period with the non-cash gain or loss recorded in the period as a gain or loss on derivatives.

~~The valuation of our embedded derivatives is determined by using the Black-Scholes Option Pricing Model. As such, our derivative liabilities have been classified as Level 2.~~

~~The Company estimated the fair value of the derivative liabilities using the Black-Scholes Option Pricing Model and the following key assumptions during the years ended December 31, 2018 and 2017:~~

2018 2017

Risk free rate 2.63 % 2.38 %
Volatility 200 % 200 %
Expected terms (years) 0.5 to 3.0 0.5 to 2.67
Dividend rate 0 % 0 %

~~Fair value measurements~~

~~FASB ASC 820,~~ ~~Fair Value Measurements and Disclosures~~, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

~~Level 1~~ ~~– Quoted prices in active markets for identical assets or liabilities.~~

~~Level 2~~ – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

~~Level 3~~ – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

~~F - 23~~

~~The following table provides a summary of the fair value of our derivative liabilities as of December 31, 2018 and 2017:~~

Fair Value
As of
Fair Value Measurements at
December 31, December 31, 2018
Description
2018 Using Fair Value Hierarchy
Level 1 Level 2 Level 3
Conversion feature on convertible notes $ 1,892,321 $ - $ 1,892,321 $ -

Fair Value
As of
Fair Value Measurements at
December 31, December 31, 2017
Description
2017 Using Fair Value Hierarchy
Level 1 Level 2 Level 3
Conversion feature on convertible notes $ 271,588 $ - $ 271,5881 $ -

~~The below table presents the change in the fair value of the derivative liabilities during the years ended December 31, 2018:~~

Derivative liability balance, December 31, 2016 $ -
Issuance of derivative liability during the period 367,633
Derivative liability resolution (222,099 )
Change in derivative liability during the period 126,054
Derivative liability balance, December 31, 2017 271,588
Issuance of derivative liability during the period 2,282,970
Derivative liability resolution (58,018 )
Change in derivative liability during the period (604,219 )
Derivative liability balance, December 31, 2018 $ 1,892,321

~~Note 13 – Discontinued Operations~~

~~In December 2018, the Company decided to shut down the operations of its VWES subsidiary. In February 2019, VWES filed for Chapter 7 bankruptcy.~~

~~VWES has been presented as discontinued operations in the accompanying~~unaudited consolidated financial statements.

(1)Current and prior period results have been adjusted to reflect the one-for-eight stock split effected in May 2023. See Note 5, Stockholders' Equity and Note 8, Subsequent Events for details.

F-50

ALPINE 4 HOLDINGS, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS CHANGES IN STOCKHOLDERS' EQUITY (1)

(Unaudited)


	Series B Preferred Stock			Class A Common Stock			Class B Common Stock			Class C Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance, December 31, 2022	5	$	5	22,303,333	$	2,230	1,068,512	$	107	1,529,888	$	153	$	141,723,921	$	(71,734,395)	$	69,992,021
Conversion of Class C Common Stock to Class A Common Stock	—	—		1,428	—		—	—		(1,428)	—		—		—		—
Series B Preferred Share removal	(1)	(1)		—	—		—	—		—	—		1		—		—
Share-based compensation expense	—	—		—	—		—	—		—	—		182,589		—		182,589
Net loss	—	—		—	—		—	—		—	—		—		(5,769,143)		(5,769,143)
Balance, March 31, 2023	4	$	4	22,304,761	$	2,230	1,068,512	$	107	1,528,460	$	153	$	141,906,511	$	(77,503,538)	$	64,405,467

Balance, December 31, 2021	5	$	5	20,224,938	$	2,022	1,068,512	$	107	1,562,635	$	156	$	130,348,267	$	(58,859,082)	$	71,491,476
Issuance of shares of common stock for compensation	—	—		4,924	—		—	—		—	—		99,248		—		99,248
Conversion of Series D preferred stock to Class A	—	—		7,989	1		—	—		—	—		365,463		—		365,464
Conversion of Series C preferred stock to Class A	—	—		1,031	—		—	—		—	—		34,622		—		34,622
Share-based compensation expense	—	—		—	—		—	—		—	—		93,197		—		93,197
Net loss	—	—		—	—		—	—		—	—		—		(3,999,560)		(3,999,560)
Balance, March 31, 2022	5	$	5	20,238,882	$	2,023	1,068,512	$	107	1,562,635	$	156	$	130,940,797	$	(62,858,642)	$	68,084,447

The ~~operating~~accompanying notes are an integral part of these unaudited consolidated financial statements.

(1) Current and prior period results ~~for VWES~~ have been ~~presented~~adjusted to reflect the one-for-eight stock split effected in ~~the accompanying consolidated statement of operations~~May 2023. See Note 5, Stockholders' Equity and Note 8, Subsequent Events for ~~the years ended December 31, 2018 and 2017 as discontinued operations and are summarized below:~~

2018 2017
Revenue $ 3,040,458 $ 1,773,474
Cost of revenue 2,974,313 2,288,815
Gross Profit 66,145 (515,341 )
Operating expenses 5,045,078 890,856
Loss from operations (4,978,933 ) (1,406,197 )
Other income (expenses) 67,809 (304,447 )
Net loss $ (4,911,124 ) $ (1,710,644 )

details.

~~F - 24~~

F-51

~~The assets and liabilities of the discontinued operations at December 31, 2018 and 2017 are summarized below:~~

2018 2017

Current assets $ 121,296 $ 574,174
Property and equipment 387,727 4,174,629
Goodwill - 167,845
Total assets 509,023 4,916,648

Current liabilities 2,493,049 922,276
Notes payable - related party 43,500 343,500
Notes payable 215,898 2,079,198
Total liabilities 2,752,447 3,344,974

~~Note 14 – Subsequent Events~~

On January 9, 2019, the Company, announced that it had entered into a Securities Purchase Agreement (the "SPA") with Morris Sheet Metal Corp., an Indiana corporation (" MSM "), JTD Spiral, Inc. a wholly owned subsidiary of MSM, an Indiana corporation (" JTD Spiral "), Morris Enterprises LLC, an Indiana limited liability company ("Morris Enterprises ") and Morris Transportation LLC, an Indiana limited liability company (" Morris Transportation " and, with MSM, JTD Spiral, and Morris Enterprises, and James Morris, Daniel Morris and Timothy Morris. The purchase price was $6,600,000 consisting of $3,150,000 in cash and the remainder financed with a seller note.

~~F - 25~~

ALPINE 4 HOLDINGS, INC., AND SUBSIDIARIES

ALPINE 4 TECHNOLOGIES, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

September 30, December 31,
2019 2018
(unaudited)
ASSETS

CURRENT ASSETS:
Cash $ 251,019 $ 207,205
Accounts receivable 4,631,642 2,610,354
Inventory 3,107,885 2,175,795
Capitalized contract costs 64,234 64,234
Prepaid expenses and other current assets 1,117,719 222,200
Assets of discontinued operations - 121,296
Total current assets 9,172,499 5,401,084

Property and equipment, net 11,693,599 7,990,556
Intangible asset, net 1,331,723 677,210
Right of use assets, net 721,004 -
Goodwill 3,007,453 3,193,861
Other non-current assets 346,655 290,238
Assets of discontinued operations - 387,727

TOTAL ASSETS $ 26,272,933 $ 17,940,676

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable $ 3,777,733 $ 3,102,970
Accrued expenses 2,846,355 1,254,853
Deferred revenue - 25,287
Derivative liabilities 1,850,947 1,892,321
Deposits 12,509 12,509
Notes payable, current portion 6,629,858 3,585,603
Notes payable, related parties, current portion 401,820 192,000
Convertible notes payable, current portion, net of discount of $113,741 and $942,852 1,787,943 2,644,735
Financing lease obligation, current portion 234,682 105,458
Operating lease obligation, current portion 254,535 -
Acquisition contingency 500,000 -
Net liabilities of discontinued operations - 2,752,447
Total current liabilities 18,296,382 15,568,183

Notes payable, net of current portion 5,521,502 4,517,441
Convertible notes payable, net of current portion 1,122,688 450,000
Financing lease obligations, net of current portion 11,455,105 8,295,176
Operating lease obligations, net of current portion 474,473 -
Deferred tax liability 608,304 608,304

TOTAL LIABILITIES 37,478,454 29,439,104

STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding at September 30, 2019 and December 31, 2018 - -
Class A Common stock, $0.0001 par value, 125,000,000 shares authorized, 95,370,161 and 26,567,410 shares issued and outstanding at September 30, 2019 and December 31, 2018 9,537 2,657
Class B Common stock, $0.0001 par value, 10,000,000 shares authorized, 5,000,000 and 5,000,000 shares issued and outstanding at September 30, 2019 and December 31, 2018 500 500
Class C Common stock, $0.0001 par value, 15,000,000 shares authorized, 9,870,200 shares issued and outstanding at September 30, 2019 987 -
Additional paid-in capital 18,557,801 17,018,509
Accumulated deficit (29,774,346 ) (28,520,094 )
Total stockholders' deficit (11,205,521 ) (11,498,428 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 26,272,933 $ 17,940,676

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2023		2022
OPERATING ACTIVITIES:
Net loss	$	(5,769,143)	$	(3,999,560)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	739,771		733,459
Amortization	788,013		736,205
Employee stock compensation	182,589		192,449
Income tax benefit	(362,533)		(332,837)
Amortization of debt discounts	36,820		—
Non-cash lease expense	457,835		105,281
Write off of inventory	46,054		66,789
Bad debt expense	134,306		113,727
Changes in current assets and liabilities:
Accounts receivable	1,465,110		(1,855,245)
Inventory	(50,344)		1,760,757
Contract assets	(432,644)		(329,702)
Prepaid expenses and other assets	(156,930)		(881,906)
Accounts payable	3,222,028		(397,124)
Accrued expenses	(493,627)		(29,364)
Contract liabilities	415,857		(1,680,316)
Operating lease liability	(255,404)		(103,375)
Net cash used in operating activities	(32,242)		(5,900,762)

INVESTING ACTIVITIES:
Capital expenditures	(1,501,923)		(363,053)
Net cash used in investing activities	(1,501,923)		(363,053)

FINANCING ACTIVITIES:
Proceeds from issuances of notes payable, non-related party	850,145		—
Proceeds from issuances of note payable, related party	535,000		—
Net proceeds/(repayments) from line of credit	(1,780,589)		3,816,742
Repayments of notes payable, non-related parties	(89,600)		(210,194)
Cash paid on financing lease obligations	(179,032)		(157,585)
Net cash provided by (used) in financing activities	(664,076)		3,448,963

NET DECREASE IN CASH	(2,198,241)		(2,814,852)

CASH, BEGINNING BALANCE	2,673,541		3,715,666

CASH, ENDING BALANCE	$	475,300	$	900,814

CASH PAID FOR:
Interest	$	998,870	$	579,793

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
Equipment purchased on note payable	$	—	$	182,586
Series B Preferred Share Removal	$	1	$	—
Conversion of Series D preferred stock for common stock	$	—	$	400,092

The accompanying notes are an integral part of these unaudited consolidated financial statements.

~~F - 26~~

F-52

ALPINE 4 TECHNOLOGIES, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

Three Months ended
September 30,
Nine Months Ended
September 30,

2019 2018 2019 2018

Revenue $ 7,088,182 $ 4,342,203 $ 20,690,014 $ 10,570,032
Cost of revenue 5,311,323 2,119,913 15,542,194 6,478,090
Gross Profit 1,776,859 2,222,290 5,147,820 4,091,942

Operating expenses:
General and administrative expenses 1,739,867 2,387,092 5,509,996 4,255,035

     Total operating expenses 1,739,867 2,387,092 5,509,996 4,255,035
Income (loss) from operations 36,992 (164,802 ) (362,176 ) (163,093 )

Other income (expenses)
Interest expense (698,844 ) (701,114 ) (2,736,968 ) (1,642,562 )
Change in value of derivative liability 3,389,116 (1,012,743 ) (689,369 ) (766,718 )
Gain on extinguishment of debt - - - 6,305
Other income 77,918 55,949 206,681 173,608
     Total other income (expenses) 2,768,190 (1,657,908 ) (3,219,656 ) (2,229,367 )

Loss before income tax 2,805,182 (1,822,710 ) (3,581,832 ) (2,392,460 )

Income tax (benefit) - - - -

Income (loss) from continuing operations 2,805,182 (1,822,710 ) (3,581,832 ) (2,392,460 )

Discontinued operations:
Loss from operations of discontinued operations - (1,051,916 ) (95,179 ) (1,720,538 )
Gain on disposition of discontinued operations - - 2,515,028 -
     Total discontinued operations - (1,051,916 ) 2,419,849 (1,720,538 )

Net income (loss) $ 2,805,182 $ (2,874,626 ) $ (1,161,983 ) $ (4,112,998 )

Weighted average shares outstanding :
Basic 101,810,802 30,358,570 62,450,846 27,813,506
Diluted 237,269,687 30,358,570 62,450,846 27,813,506

Basic Income (loss) per share
Continuing operations $ 0.03 $ (0.06 ) $ (0.06 ) $ (0.09 )
Discontinued operations - $ (0.03 ) 0.04 $ (0.06 )
$ 0.03 (0.09 ) $ (0.02 ) (0.15 )

Diluted income (loss) per share
Continuing operations $ (0.00 ) $ (0.06 ) $ (0.06 ) $ (0.09 )
Discontinued operations - $ (0.03 ) 0.04 $ (0.06 )
$ (0.00 ) (0.09 ) $ (0.02 ) (0.15 )

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~

~~F - 27~~

ALPINE 4 TECHNOLOGIES, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(unaudited)

Class A
Common Stock

Class B
Common Stock

Class C
Common Stock

Additional
Paid-in
Accumulated
Total
Stockholders'

Shares Amount Shares Amount Shares Amount Capital Deficit Deficit
Balance, December 31, 2018 26,567,410 $ 2,657 5,000,000 $ 500 - $ - $ 17,018,509 $ (28,520,094 ) $ (11,498,428 )

Issuance of shares of common stock for convertible note payable and accrued interest 1,670,000 167 26,421 26,588
Derivative liability resolution 10,993 10,993
Share-based compensation expense 19,341 19,341
Net income for the three months 989,511 989,511

Balance, March 31, 2019 28,237,410 2,824 5,000,000 500 - - 17,075,264 (27,530,583 ) (10,451,995 )

Issuance of shares of common stock for convertible note payable and accrued interest 33,975,924 3,398 232,551 235,949
Derivative liability resolution 332,703 332,703
Share-based compensation expense 19,556 19,556
Net loss for the three months (4,956,676 ) (4,956,676 )

Balance, June 30, 2019 62,213,334 6,222 5,000,000 500 - - 17,660,074 (32,487,259 ) (14,820,463 )

Issuance of shares of common stock for convertible note payable and accrued interest 32,956,827 3,295 258,004 261,299
Issuance of shares of common stock for dividend 7,097,594 710 91,559 (92,269 ) -
Conversion of Class B to Class A 200,000 20 (200,000 ) (20 ) -
Issuance of shares of common stock for services 200,000 20 2,772,606 277 38,347 38,644
Derivative liability resolution 490,047 490,047
Share-based compensation expense 19,770 19,770
Net loss for the three months 2,805,182 2,805,182

Balance, September 30, 2019 95,370,161 $ 9,537 5,000,000 $ 500 9,870,200 $ 987 $ 18,557,801 $ (29,774,346 ) $ (11,205,521 )

Balance, December 31, 2017 23,222,087 $ 2,322 1,600,000 $ 160 - $ - $ 16,573,632 $ (20,433,875 ) $ (3,857,761 )

Adoption of ASC 606 (178,202 ) (178,202 )
Issuance of shares of common stock for convertible note payable and accrued interest 120,000 12 15,588 15,600
Issuance of common stock for modification of debt 100,000 10 14,990 15,000
Issuance of shares for debt discount 333,333 33 56,633 56,666
Reclassification of shares from mezzanine 379,403 38 (38 ) -
Derivative liability resolution 125,759 125,759
Stock-based compensation expense 15,840 15,840
Change in fair value of warrant modification 4,310 4,310
Net loss for the three months (661,078 ) (661,078 )

Balance, March 31, 2018 24,154,823 2,415 1,600,000 160 - - 16,806,714 (21,273,155 ) (4,463,866 )

Issuance of shares of common stock for convertible note payable and accrued interest 713,033 72 16,762 16,834
Derivative liability resolution (182,425 ) (182,425 )
Stock-based compensation expense 17,555 17,555
Shares issued for employee compensation 3,400,000 340 176,460 176,800
Net loss for the three months (577,294 ) (577,294 )

Balance, June 30, 2018 24,867,856 $ 2,487 5,000,000 $ 500 - $ - $ 16,835,066 $ (21,850,449 ) $ (5,012,396 )

Issuance of shares of common stock for convertible note payable and accrued interest 669,251 66 33,604 33,670
Derivative liability resolution 58,018 58,018
Stock-based compensation expense 18,914 18,914
Net loss for the three months (2,874,626 ) (2,874,626 )

Balance, September 30, 2018 25,537,107 $ 2,553 5,000,000 $ 500 - $ - $ 16,945,602 $ (24,725,075 ) $ (7,776,420 )

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~

~~F - 28~~

ALPINE 4 TECHNOLOGIES, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

Nine Months Ended
September 30,

2019 2018

OPERATING ACTIVITIES:
Net income (loss) $ (1,161,983 ) $ (4,112,998 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation 710,133 690,743
Amortization 135,487 48,225
Gain on extinguishment of debt - (136,300 )
Loss on disposal of fixed assets - 414,204
Change in value of derivative liabilities 689,369 766,718
Stock issued for services 38,644 176,800
Employee stock compensation 58,667 52,309
Amortization of debt discounts 932,111 701,850
Gain on disposal of discontinued operations (2,515,028 ) -
Issuance of convertible debentures for penalty interest 128,777 -
Operating lease expense 170,409 -
Change in current assets and liabilities:
Accounts receivable (508,081 ) (727,643 )
Inventory (478,249 ) (506,277 )
Capitalized contracts costs - 37,300
Prepaid expenses and other assets (56,449 ) 171,006
Accounts payable 346,378 583,299
Accrued expenses 1,596,304 606,234
Operating lease liability (162,405 ) -
Deferred revenue (25,287 ) (276,703 )
Net cash used in operating activities (101,203 ) (1,511,233 )

INVESTING ACTIVITIES:
Capital expenditures (48,878 ) (71,268 )
Proceeds from insurance claim on automobiles and trucks - 260,467
Cash paid for acquisitions, net of cash acquired (1,967,606 ) (1,976,750 )
Net cash used in investing activities (2,016,484 ) (1,787,551 )

FINANCING ACTIVITIES:
Proceeds from issuances of notes payable, related party 282,320 125,000
Proceeds from issuances of notes payable, non-related party 500,000 924,750
Proceeds from issuances of convertible notes payable 103,000 1,399,250
Proceeds from financing lease 3,267,000 1,900,000
Repayments of notes payable, related party (72,500 ) (31,500 )
Repayments of notes payable, non-related party (1,579,013 ) (777,727 )
Repayments of convertible notes payable (787,700 ) (937,959 )
Proceeds from line of credit, net 582,046 1,072,327
Cash paid on financing lease obligations (133,652 ) (166,627 )
-
Net cash provided by financing activities 2,161,501 3,507,514

NET INCREASE IN CASH AND RESTRICTED CASH 43,814 208,730

CASH AND RESTRICTED CASH, BEGINNING BALANCE 414,516 335,823

CASH AND RESTRICTED CASH, ENDING BALANCE $ 458,330 $ 544,553

CASH PAID FOR:
Interest $ 1,768,533 $ 955,741
Income taxes $ - $ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Common stock issued for convertible note payable and accrued interest $ 523,836 $ 63,773
Issuance of convertible payable for acquisition $ - $ 450,000
Issuance of note payable for acquisition $ 3,450,000 $ 1,950,000
Debt discount due to derivative liabilities $ 103,000 $ 1,262,970
Notes payable and redeemable common stock restructuring $ - $ 3,197,538
Release of derivative liability $ 833,743 $ 58,018
Capital leases $ - $ 247,000
ROU asset and operating lease obligation recognized upon adoption of Topic 842 $ 891,413 $ -
Goodwill adjustment to intangible asset for APF acquisition $ 790,000 $ -
Class C common stock issued for dividend $ 92,269 $ -

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~

~~F - 29~~

~~Alpine~~ALPINE 4 ~~Technologies Ltd.~~HOLDINGS, INC. AND SUBSIDIARIES

~~Notes to Unaudited Consolidated Financial Statements~~

~~For the Nine months ended September 30, 2019~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Organization and Basis of Presentation

The unaudited consolidated financial statements were prepared by Alpine 4 ~~Technologies Ltd. (the~~Holdings, Inc. (‘we,” “our,” or the "Company"), pursuant to the rules and regulations of the Securities Exchange Commission ("SEC"). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on ~~April 22, 2019.~~May 5, 2023. The results for the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, ~~2019.~~

~~Description of Business~~

2023.

The Company was incorporated under the laws of the State of Delaware onin April ~~22,~~ 2014. ~~The~~We are a publicly traded conglomerate that acquires businesses that fit into our disruptive DSF business model of Drivers, Stabilizers, and Facilitators.

As of the date of this Report, the Company was ~~formed to serve as~~ a ~~vehicle to affect an asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business. The Company is a technology~~ holding company owning, ~~five companies (ALTIA,~~directly or indirectly, fourteen companies:

•A4 Corporate Services, LLC;

•ALTIA, LLC;

•Quality Circuit Assembly, Inc. ("QCA"); Venture West Energy Services (“VWES”) (formerly Horizon Well Testing, LLC, currently filed for Chapter 7 bankruptcy); American Precision Fabricators, Inc., an Arkansas corporation (“APF”) and Morris. Effective January 1, 2019, the Company purchased

•Morris Sheet Metal, ~~Corp., an Indiana corporation,~~ Corporation ("MSM");

•JTD Spiral, Inc.;

•Excel Construction Services, LLC ("Excel");

•SPECTRUMebos, Inc.;

•Vayu Aerospace Corporation;

•Thermal Dynamics International, Inc. ("TDI");

•Alternative Laboratories, LLC. ("Alt Labs");

•Identified Technologies, Corporation ("IDT");

•ElecJet Corporation.;

•DTI Services LLC (doing business as RCA Commercial Electronics ("RCA")); and

•Global Autonomous Corporation ("GAC").

In February 2023, the Company made a ~~wholly owned~~$0.3 million investment for a 10% equity interest in a battery materials company, which includes a seat on its board of directors, and participation rights in future funding rounds. The investment is accounted for as an equity method investment as the board representation allows us to have significant influence over the operating and financial policies of the battery materials company. The investment is presented in other non-current assets on the consolidated balance sheet with the value of the investment being adjusted in arrears on a quarterly basis based on its financial performance.

F-53

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Liquidity

The Company’s financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board (the “FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued (further detail in the Going Concern sub-section below).

As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses and negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Although the Company has experienced net losses of $5.8 million and $4.0 million for the three months ended March 31, 2023 and 2022, respectively, net cash flows used in operations has improved to nearly breakeven for the three months ended March 31, 2023, from $5.9 million for the three months ended March 31, 2022.

As of March 31, 2023, the Company had positive working capital of approximately $4.0 million, which was a decrease of $11.5 million compared to December 31, 2022. The Company has bank financing totaling $33.0 million ($33.0 million in lines of credit including $0.1 million in capital expenditures lines of credit availability) of which approximately $3.8 million was available and unused as of March 31, 2023. There are three lines of credit that are set to mature during the next twelve months. These three lines of credits total $11.7 million, of which $9.0 million was used as of March 31, 2023, and are shown as a Current Liability on the Consolidated Balance Sheet.

The Company plans to continue to generate additional revenue, improve cash flows from operations, and improve gross profit performance across all of its subsidiaries. The Company also may raise funds through debt financing, securing additional lines of credit, and the sale of shares in public or private offerings.

Going Concern

In order to mitigate the risk related to the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the operating subsidiaries of QCA, QCA-C, IDT, TDI, and RCA plan to expand their revenues and profits yielding increased cash flow in those operating segments. This plan will allow for an increased level of cash flow to the Company. Second, the Company has expanded its credit facilities at the subsidiary level over the past twelve months to allow for greater borrowing accessibility if needed for the expansion of product lines and sales opportunities and plans to extend or refinance any lines of credit coming due over the next twelve months in order to provide additional financing. Finally, operating companies hard hit by the supply-chain related price increases such as MSM, Alt Labs, and Excel Construction have begun to experience an ~~Indiana corporation, Morris Enterprises LLC, an Indiana~~easing in the procurement and cost overruns of limited ~~liability company~~product supply. This subsequently has added to increased cash flow to those entities and ~~Morris Transportation LLC, an Indiana limited liability company (collectively “Morris”) (see Note 9).~~less reliance on the Company to fund those activities. Although this plan is in place to mitigate the risk related to the going concern uncertainty, substantial doubt remains due to uncertainty around the growth projections and lack of control of many of the factors included in the Company’s plan.

F-54

Entity level risks

Our operations and performance may depend on global, regional, economic and geopolitical conditions. Russia’s invasion and military attacks on Ukraine have triggered significant sanctions from North American and European leaders. As of the date of this Report, those events were continuing to escalate and create increasingly volatile global economic conditions. Resulting changes in North American trade policy could trigger retaliatory actions by Russia, its allies and other affected countries, including China, resulting in a “trade war.” A trade war could result in increased costs for raw materials that we use in our manufacturing and could otherwise limit our ability to sell our products abroad. These increased costs would have a negative effect on our financial condition and profitability. Furthermore, the military conflict between Russia and Ukraine is increasing supply interruptions and further hindering our ability to find the materials we need to make our products. If the conflict between Russia and Ukraine continues for a long period of time, or if other countries become further involved in the conflict, we could face significant adverse effects to our business and financial condition. The Company is not able to fully quantify the impact that these factors will have on the Company’s financial results during 2023 and beyond.

Note 2 -– Summary of Significant Accounting Policies

Principles of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of ~~September 30, 2019,~~March 31, 2023, and December 31, ~~2018.~~2022. Significant intercompany balances and transactions have been eliminated.

~~Basis~~Use of ~~presentation~~

estimates

The ~~accompanying~~consolidated financial statements ~~present the balance sheets, statements of operations, stockholders' deficit and cash flows of the Company. The financial statements have been~~are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

~~Use~~ Preparation of ~~estimates~~

~~The preparation of~~these financial statements ~~in conformity with U.S. GAAP~~ requires ~~the Company~~us to make estimates and ~~judgments~~assumptions that affect the reported amounts of assets, ~~and~~ liabilities, ~~revenues~~revenue, costs and expenses and related ~~disclosures of contingent assets and liabilities. These~~disclosures. The Company bases its estimates ~~and judgments are based~~ on historical ~~information, information that is currently available to the Company~~experience and on various other assumptions that ~~the Company~~it believes to be ~~reasonable under~~reasonable. In many instances, the ~~circumstances.~~Company could have reasonably used different accounting estimates and in other instances changes in the accounting estimates are reasonably likely to occur from period to period. This applies in particular to useful lives of long-lived assets, reserves for accounts receivable and inventory, valuation allowance for deferred tax assets, fair values assigned to intangible assets acquired, and impairment of long-lived assets. Actual results could differ significantly from ~~those~~our estimates. To the extent that there are material differences between these estimates and actual results, the Company’s future financial statement presentation, financial condition, results of operations and cash flows will be affected.

~~Reclassification~~

~~Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.~~

~~Advertising~~

~~F - 30~~

Cash

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. As of ~~September 30, 2019,~~March 31, 2023, and December 31, ~~2018,~~2022, the Company had no cash equivalents.

The FDIC insures up to $250,000 per account with any excess amount in each account being uninsured. Total bank balances were $0.8 million and $3.2 million as of March 31, 2023, and December 31, 2022, respectively. Of this amount, $0.1 million and $2.0 million were uninsured as of March 31, 2023, and December 31, 2022, respectively. All uninsured amounts are held with J.P. Morgan Chase.

September 30, December 31,
2019 2018
Cash $ 251,019 $ 207,205
Restricted cash included in other non-current assets 207,311 207,311
Total cash and restricted cash shown in statement of cash flows $ 458,330 $ 414,516

Major Customers

& Vendors

The Company had ~~three~~no customers ~~that~~which made up ~~21%, 16% and 13%, respectively,~~over 10% of total Company accounts receivable as of ~~September 30, 2019. The Company had two customers that made up 29 % and 27%, respectively, of accounts receivable as of~~March 31, 2023, or December 31, ~~2018.~~

2022.

For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2023, the Company had ~~two~~no customers ~~that~~which made up ~~14%~~over 10% of total Company revenues. For the three months ended March 31, 2022, the Company had one customer within the A4 Technology - RCA segment, which made up 13% of total Company revenues.

F-55

For the three months ended March 31, 2023 and 2022, the Company received 12% and 11%, respectively, of total ~~revenues.~~ Company revenues from prime contractors.

For the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2023, the Company had no vendors, which made up over 10% of total Company purchases. For the three months ended March 31, 2022, the Company had one ~~customer that~~vendor within the A4 Technology - RCA segment, which made up ~~23%~~17% of total ~~revenues.~~

~~Accounts Receivable~~

~~The~~ Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of September 30, 2019, and December 31, 2018, allowance for bad debt was $0 and $0, respectively.

~~Inventory~~

purchases.

Inventory

Inventory for all subsidiaries is valued at ~~the lower of the inventory's cost (weighted~~weighted average ~~basis) or net realizable value.~~cost. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into three areas, raw materials, ~~work in progress (WIP)~~work-in-process and finished goods. ~~Below is a breakdown of how much inventory was in each area as of September 30, 2019~~Inventory at March 31, 2023, and December 31, ~~2018:~~2022, consists of:

September 30, December 31,
2019 2018
Raw materials $ 1,460,091 $ 676,621
WIP 7,558 -
Finished goods 1,640,236 1,499,174
$ 3,107,885 $ 2,175,795


	March 31, 2023		December 31, 2022
Raw materials	$	10,083,241	$	9,116,824
Work in process	3,236,331		3,165,876
Finished goods	11,943,087		12,975,669
Inventory	25,262,659		25,258,369

~~Property and Equipment~~

~~Automobiles & Trucks~~	~~10 to 20 years~~
~~Buildings~~	~~39 years~~
~~Leasehold Improvements~~	~~15 years or time remaining on lease (whichever is shorter)~~
~~Equipment~~	~~10 years~~

~~F - 31~~

~~Maintenance and repair costs are charged against income as incurred. Significant improvements or betterments are capitalized and depreciated over the estimated life of the asset.~~

~~Property and equipment consisted of the following as of September 30, 2019 and December 31, 2018:~~

September 30, December 31,
2019 2018
Automobiles and trucks $ 155,179 $ 155,179
Machinery and equipment 3,654,717 2,548,855
Office furniture and fixtures 114,867 109,619
Building 9,062,000 5,795,000
Leasehold improvements 307,341 261,608
Less: Accumulated depreciation (1,600,505 ) (879,705 )
$ 11,693,599 $ 7,990,556

~~Purchased Intangibles and Other Long-Lived Assets~~

~~The Company amortizes intangible assets with finite lives over their estimated useful lives, which range between five and fifteen years as follows:~~

~~Customer lists~~	~~15 years~~
~~Non-compete agreements~~	~~15 years~~
~~Software development~~	~~5 years~~

~~Intangible assets consisted of the following as of September 30, 2019 and December 31, 2018:~~

September 30, December 31,
2019 2018
Software $ 278,474 $ 278,474
Noncompete 100,000 100,000
Customer lists 1,321,187 531,187
Less: Accumulated amortization (367,938 ) (232,451 )
$ 1,331,723 $ 677,210

~~Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows:~~

Twelve Months Ending September 30,

2020 $ 132,627
2021 132,627
2022 132,627
2023 99,028
2024 99,028
Thereafter 735,786
Total $ 1,331,723

~~F - 32~~

~~Other long-term assets consisted of the following as of September 30, 2019 and December 31, 2018:~~

September 30, December 31,
2019 2018
Restricted Cash $ 207,311 $ 207,311
Deposits 105,927 50,927
Other 33,417 32,000
$ 346,655 $ 290,238

~~Restricted cash consists of deposit account collateralizing letters of credit in favor of the counterparty in our lease financing obligation.~~

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of ~~Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")~~ASC Topic 360, Accounting for the Impairment of Long-Lived ~~Assets~~.Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset.

During ~~all periods presented,~~the three months ended March 31, 2023, there ~~have been~~were no events or changes in circumstances that indicated a quantitative impairment ~~losses.~~analysis was necessary.

Goodwill

In financial reporting, goodwill is not amortized, but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. As of ~~September 30, 2019,~~March 31, 2023, and December 31, ~~2018,~~2022, the reporting units with goodwill were QCA, ~~APF~~MSM, Excel, Alt Labs, TDI, Identified Technology, ElecJet, and ~~Morris.~~

~~The Company used qualitative factors according to ASC 350-20-35-3 to determine whether~~RCA. Consistent with our prior year assessment, the ElecJet reporting unit is considered an at-risk reporting unit. Our methods and assumptions were consistent with those discussed below in the Fair Value Measurement subsection. This reporting unit is primarily considered at-risk as it is ~~more likely than not that~~a start-up subsidiary with minimal to no revenue to offset its research & development expenses. The DCF model includes revenue growth assumptions of us executing large new customer and/or supplier agreements within the ~~fair value of goodwill is less than its carrying amount. Based on the qualitative criteria the company believes there not to be any triggers for potential impairment of goodwill~~next two years and ~~therefore the Company has recorded no impairment of goodwill in any period presented.~~

~~Fair Value Measurement~~

The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, notes and line of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. For additional information, please see Note 11 – Derivative Liabilities and Fair Value Measurements.

~~Revenue Recognition~~

~~On January 1, 2018, the Company adopted ASC Topic 606,~~ ~~Revenue from Contracts with Customers~~ using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under ASC Topic 605.

The Company recorded a net increase to its opening accumulated deficit of $178,202 as of January 1, 2018 due to the cumulative impact of adopting ASC Topic 606, with the impact related to recognition ofthen steadily increasing revenue and costs relating to the sales of the 6th Sense Auto service. Under the new revenue standard, sales of the Company’s 6th Sense Auto service, which includes a hardware and a monthly subscription component, are required to be treated as a single performance obligation and recognized over time. As a result, the deferred revenue increased by $279,736 and capitalized contract costs increased by $101,534. The impact to the consolidated statement of operations for the year ended December 31, 2018 was a net increase of $279,736 to revenue and a net increase of $101,534 to cost of revenue as a result of applying ASC Topic 606.

Revenues under ASC Topic 606 are recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The following is a summary of the revenue recognition policy for each of the Company’s subsidiaries.

~~F - 33~~

~~ALTIA~~

Revenues recorded by ALTIA relate primarily to the Company’s 6th Sense Auto service. The Company accounts for its revenue by deferring the total contract amount and recognizing the amounts over the monthly subscription period, ranging from 12 to 36 months.

~~QCA~~

QCA is a contract manufacturer and recognizes revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded to deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed. For all periods presented, management determined that the warranty and returns would be immaterial.

~~APF~~

APF is a contract manufacturer and recognizes revenue when the products have been built and control has been transferred to the customer. If a deposit for product or service is received prior to completion, the payment is recorded to deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed. For all periods presented, management determined that the warranty and returns would be immaterial.

~~Morris~~

Morris is a mechanical contractor and recognizes revenue when the services have been performed to the customer. If a deposit for product or service is received prior to completion, the payment is recorded to deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns, and records reserves as needed. For all periods presented, management determined that the warranty and returns would be immaterial.

~~Earnings (loss) per share~~

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. The only potentially dilutive securities outstanding during the periods presented were the convertible debentures, but they are anti-dilutive for the three and nine months ended September 30, 2018 and the nine months ended September 30, 2019 due to the net loss incurred. The following table illustrates the computation of basic and diluted EPS for the three and nine months ended September 30, 2019 and 2018:

For the Three Months
ended
September 30, 2019

For the Three Months
ended
September 30, 2018

Net Income (Loss) Shares Per Share Amount Net Income (Loss) Shares Per Share Amount
Basic EPS
Income (loss) available to stockholders $ 2,805,182
101,810,802 $ 0.03
$ (2,874,626 ) 30,358,570 $ (0.09 )
Effect of Dilutive Securities
Convertible debt (3,468,509
)
135,458,885 - - -
Dilute EPS
Income (loss) available to stockholders plus assumed conversions $ (663,327 ) 237,269,687 $ (0.00 ) $ (2,874,626 ) 30,962,398 $ (0.09 )

~~F - 34~~

For the Nine Months
ended
September 30, 2019

For the Nine Months
ended
September 30, 2018

Net Income (Loss) Shares Per Share Amount Net Income (Loss) Shares Per Share Amount
Basic EPS
Income (loss) available to stockholders $ (1,161,983 ) 62,450,846 $ (0.02 ) $ (4,112,998 ) 27,813,506 $ (0.15 )
Effect of Dilutive Securities
Convertible debt - -
Dilute EPS
Income (loss) available to stockholders plus assumed conversions $ (1,161,983 ) 62,450,846 $ (0.02 ) $ (4,112,998 ) 27,813,506 $ (0.15 )

~~Stock-based compensation~~

~~The Company accounts for equity instruments issued in exchange for the receipt of goods or services in accordance with ASC 718-10,~~ ~~Compensation – Stock Compensation. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.~~

~~Income taxes~~

~~Embedded Conversion Features~~

~~Related Party Disclosure~~

~~ASC 850,~~ ~~Related Party Disclosures~~ , requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer.

~~F - 35~~

~~Recent Accounting Pronouncements~~

~~In June 2018, the FASB issued ASU 2018-07,~~ ~~Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting~~, which simplifies the accounting for share-based payments granted to nonemployees for goods and services and aligns most of the guidance on such payments to nonemployees with the requirements for share-based payments granted to employees. ASU 2018-07 is effective on January 1, 2019. The adoption of this ASU did not have any impact on the Company’s financial statements and disclosures.

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~. ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. ASU 2016-02 and additional ASUs are now codified as ASC 842, ~~Leases. ASC 842 supersedes the lease accounting guidance in ASC 840~~ ~~Leases~~, and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. The Company adopted ASC 842 on January 1, 2019 and used the modified retrospective transition approach and did not restate its comparative periods. The Company elected to utilize the “package” of three expedients, as defined in ASC 842, which retain the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on the Company’s consolidated balance sheets of $891,413. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect impact on the Company’s accumulated deficit.

~~Note 3 – Going Concern~~

The accompanying financial statements have been prepared on a going concern basis. The Company has recurring losses and a working capital deficit. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company requires capital for its operational and marketing activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to the attainment of profitable operations are necessary for the Company to continue operations. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

In order to mitigate the risk related with the going concern uncertainty, the Company has a three-fold plan to resolve these risks. First, the acquisitions of QCA, APF and Morris have allowed for an increased level of cash flow to the Company. Second, the Company is considering other potential acquisition targets that, like QCA and Morris, should increase income and cash flow to the Company. Third, the Company plans to seek new non-convertible debt agreements to fund any deficits in cash requirements.

~~Note 4 – Leases~~

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate.

~~F - 36~~

~~As of September 30, 2019, the future minimum financing and operating lease payments, net of amortization of debt issuance costs, were as follows:~~

Finance Operating
Twelve Months Ended September 30,
Leases Leases
2020 $ 1,206,080 $ 346,998
2021 1,228,708 356,757
2022 1,248,696 142,116
2023 1,269,248 40,950
2024 1,251,104 -
Thereafter 11,843,097 -
Total 18,046,933 886,821
Less: current lease obligation (234,682 ) (254,535 )
Less: imputed interest (6,357,146 ) (157,813 )
Non-current capital leases obligations $ 11,455,105 $ 474,473

~~Finance Leases~~

In 2016, the Company sold a building and used the money to purchase QCA. Because this is a financing transaction, the sale is recorded under "financing lease obligation" on the accompanying consolidated balance sheet and amortized over the 15-year term of the lease. The term of the lease has been extended through September 30, 2032 at a ~~monthly~~more normalized rate ~~of approximately $69,000. These payments are reflected in~~thereafter. Any failure to execute these customer and/or supplier arrangements would negatively impact the ~~table above.~~key growth assumptions.

On April 5, 2018, the Company acquired APF. In order to fund a portion of the acquisition price, the Company simultaneously entered into a sale leaseback transaction with a third-party lender whereby the building acquired from APF was sold for $1,900,000, and leased back to the company for a period of 15 years at a monthly rate of $15,833, subject to an annual increase of 2% throughout the term of the lease. The Company had no gain or loss resulting from the sale of the property, and the resulting lease qualifies as a capital lease. As a result, the Company has capitalized the cost of the building and the resulting capital lease obligation liability of $1,900,000. The payments related to this lease are reflected in the table above.

On January 1, 2019, the Company acquired Morris. In order to fund a portion of the acquisition price, the Company simultaneously entered into a sale leaseback transaction with a third-party lender whereby the building acquired from Morris was sold for $3,267,000, and leased back to the company for a period of 15 years at a monthly rate of $27,500, subject to an annual increase of 2% throughout the term of the lease. The transaction did not qualify as a sale and leaseback transaction under Topic 842 and as such was accounted for as a financing lease. The payments related to this lease are reflected in the table above.

~~A letter of credit of $1,000,000 is to be provided to the landlord in the above QCA financing lease obligation, of which $207,311 had been satisfied as of September 30, 2019.~~

~~Operating Leases~~

~~The table below presents the lease related assets and liabilities recorded on the Company’s consolidated balance sheet as of September 30, 2019:~~

Classification on Balance Sheet
September 30,
2019

Assets
  Operating lease assets Operating lease right of use assets $ 721,004
Total lease assets $ 721,004

Liabilities
Current liabilities
  Operating lease liability Current operating lease liability $ 254,535
Noncurrent liabilities
  Operating lease liability Long-term operating lease liability 474,473
Total lease liability $ 729,008

The lease expense for the nine months ended September 30, 2019 was $170,409. The cash paid under operating leases during the nine months ended September 30, 2019 was $162,405. At September 30, 2019, the weighted average remaining lease terms were 2.62 years and the weighted average discount rate was 15%.

~~F - 37~~

~~Note 5 – Notes Payable~~

~~In May 2018, APF also secured a line of credit with Crestmark, providing for borrowings up to $1,000,000 at a variable interest rate, collateralized by APF’s outstanding accounts receivable.~~

On April 5, 2018, the Company issued two secured promissory notes in the aggregate principal amount of $1,950,000 (“Secured APF Notes”) as part of the consideration for the purchase of APF (see Note 9). The Secured APF Notes are secured by the equipment, customer accounts and intellectual property of the Company, and all of the products and proceeds from any of the assets of APF. The Secured APF Notes bear interest at 4.25% per annum and have aggregate monthly payments of $19,975 for the first 23 months, with a balloon payment due in April 2020 for the remaining principal and interest outstanding.

On May 3, 2018, the Company entered into an equipment note with a lender for total borrowings of $630,750, which is secured by the equipment of APF. The note bears interest at 11.75% per annum and is payable in weekly payments of $3,795 commencing on the loan date through May 4, 2022.

In connection with the Morris acquisition in January 2019, the Company issued three promissory notes for an aggregate of $3,100,000. The notes bear interest at 4.25% per annum, require monthly payment for the first 35 months of $31,755 with any remaining principal and accrued interest due on the 3 year-anniversary. The Company also issued three supplemental notes payable for an aggregate of $350,000. The notes bear interest at 4.25% per annum and are due on the 1-year anniversary.

~~The outstanding balances for the loans were as follows:~~

September 30, December 31,
2019 2018
Lines of credit, current portion $ 3,086,487 $ 2,504,440
Equipment loans, current portion 234,659 260,301
Term notes, current portion 3,308,712 820,862
Total current 6,629,858 3,585,603
Long-term portion 5,521,502 4,517,441
Total notes payable $ 12,151,360 $ 8,103,044

~~Future scheduled maturities of outstanding notes payable from related parties are as follows:~~

Twelve Months Ending September 30,

2020 $ 6,629,858
2021 2,752,639
2022 2,648,863
2023 80,000
2024 40,000
Total $ 12,151,360

~~F - 38~~

~~Note 6 – Notes Payable, Related Parties~~

~~At September 30, 2019 and December 31, 2018, notes payable due to related parties consisted of the following:~~

September 30, December 31,
2019 2018
Notes payable; non-interest bearing; due upon demand; unsecured $ 4,500 $ 4,500
Note payable; bearing interest at 8% per annum; due June 30, 2017; unsecured 7,500 7,500
Series of notes payable, bearing interest at rates from 10% to 20% per annum, with maturity dates from April 2018 to July 2020, unsecured 389,820 180,000
Total notes payable - related parties $ 401,820 $ 192,000

~~The above notes which are in default as of September 30, 2019, were due on demand by the lenders as of the date of this Report.~~

~~Note 7 – Convertible Notes Payable~~

~~At September 30, 2019 and December 31, 2018, convertible notes payable consisted of the following:~~

September 30, December 31,
2019 2018
Series of convertible notes payable issued prior to December 31, 2016, bearing interest at rates of 8% - 20% per annum, with due dates ranging from April 2016 through October 2017. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at exercise prices ranging from $0.10 to $1 per share. $ 25,000 $ 25,000

Secured convertible notes payable issued to the sellers of QCA on April 1, 2016 for an aggregate of $2,000,000, bearing interest at 5% per annum, due in monthly payments starting on July 1, 2016 and due in full on July 1, 2019. On August 11, 2019, the Company extended the due date of one of the notes to December 31, 2022. The outstanding principal and interest balances are convertible after 12 months into Class A common stock at the option of the debt holder at a conversion price of $1 per share. 1,429,587 1,654,588

Convertible note payable issued in January 2017, bearing interest at rates of 10% per annum, and due in January 2018. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at an exercise price of $1 per share. 10,000 10,000

On January 10, 2018, the Company entered into a variable convertible note for $150,000 with net proceeds of $135,000. The note is due October 1, 2018 and bears interest at 12% per annum. The note is immediately convertible into shares of Class A common stock at the lesser of $0.16 per share or 60% of the lowest trading price the previous 25 days prior to conversion. The Company can prepay the note within the first 90 days following January 10, 2018 with a prepayment penalty equal to 145% of the total outstanding balance. The Company issued 333,333 shares to the lender with this note, which has been recorded as a discount. - 95,000

On April 5, 2018, the Company entered into convertible promissory notes for an aggregate principal amount of $450,000 as part of the consideration for the acquisition of APF (see Note 9). The convertible notes are due in full in 36 months and bear interest at 4.25% per annum, and are convertible into shares of Class A common stock after 6 months from the issuance date at a rate of $1 per share. 450,000 450,000

On April 9, 2018, the Company entered into a variable convertible note for $124,199 with net proceeds of $115,000. The note is due January 9, 2019 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. In connection with this variable convertible note, the Company issued 76,670 shares of its Class A common stock, along with warrants to purchase 153,340 shares of Class A common stock at an exercise price of $1 per share which are immediately vested and have a 3 years contractual life. The value of the common stock and warrants have been recorded as a discount. 500 61,699

~~F - 39~~

On April 9, 2018, the Company entered into a variable convertible note for $37,800 with net proceeds of $35,000. The note is due January 9, 2019 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of the Company’s Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. 68,757 37,800

On June 4, 2018, the Company entered into a variable convertible note for $165,000 with net proceeds of $151,500. The note is due December 4, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. The Company issued 850,000 shares of Class A common stock to the note holder which are returnable if no event of default has occurred and the note is paid in full within 180 days of the note date. 116,480 165,000

On July 18, 2018, the Company entered into a variable convertible note for $88,000 with net proceeds of $88,000. The note is due April 30, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. - 88,000

On August 30, 2018, the Company entered into a variable convertible note for $337,500 with net proceeds of $303,750. The note is due February 28, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. 198,348 337,500

On September 27, 2018, the Company entered into a variable convertible note for $93,000 with net proceeds of $93,000. The note is due July 15, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. - 93,000

On October 23, 2018, the Company entered into a variable convertible note for $220,000 with net proceeds of $198,000. The note is due December 14,2018 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. 49,000 220,000

On November 12, 2018, the Company entered into a variable convertible note for $670,000 with net proceeds of $636,000. The note is due November 12, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. 511,700 670,000

~~F - 40~~

On December 7, 2018, the Company entered into a variable convertible note for $130,000 with net proceeds of $122,200. The note is due September 7, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 40% to the lowest trading closing prices of the stock for 20 days prior to conversion. This convertible note is past due. 98,000 130,000

On February 5, 2019, the Company entered into a variable convertible note for $103,000 with net proceeds of $103,000. The note is due November 30, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion. This convertible note is past due. 67,000 -

Total convertible notes payable 3,024,372 4,037,587

Less: discount on convertible notes payable (113,741 ) (942,852 )

Total convertible notes payable, net of discount 2,910,631 3,094,735

Less: current portion of convertible notes payable (1,787,943 ) (2,644,735 )

Long-term portion of convertible notes payable $ 1,122,688 $ 450,000

The discounts on convertible notes payable arise from stock issued with notes payable, beneficial conversion features, as well as conversion features of certain convertible notes being treated as derivative liabilities (see Note 11). The discounts are being amortized over the terms of the convertible notes payable. Amortization of debt discounts during the nine months ended September 30, 2019 and 2018 amounted to $932,111 and $701,850, respectively, and is recorded as interest expense in the accompanying consolidated statements of operations. The unamortized discount balance for these notes was $113,741 as of September 30, 2019, which is expected to be amortized over the next 12 months.

~~A summary of the activity in the Company's convertible notes payable is provided below:~~

Balance outstanding, December 31, 2018 $ 3,094,735
Issuance of convertible notes payable for cash 103,000
Issuance of convertible notes payable for penalty interest 128,777
Repayment of notes (787,700 )
Conversion of notes payable to common stock (457,292 )
Discount from derivative liability (103,000 )
Amortization of debt discounts 932,111
Balance outstanding, September 30, 2019 $ 2,910,631

~~Note 8 – Stockholders' Equity~~

~~Preferred Stock~~

~~The Company is authorized to issue 10,000,000 shares of $.0001 par value preferred stock. As of September 30, 2019 and December 31, 2018, no shares of preferred stock were outstanding.~~

~~Common Stock~~

Pursuant to the Amended and Restated Certificate of Incorporation, the Company is authorized to issue three classes of common stock: Class A common stock, which has one vote per share, Class B common stock, which has ten votes per share and Class C common stock, which has five votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. Otherwise the voting rights of the two classes of common stock will be identical. Any holder of Class C common stock may convert 25% of his or her shares at any time after the 3^rd ~~to 6~~^th ~~anniversary into shares of Class A common stock on a share-for-share basis. Otherwise the voting rights of the two classes of common stock will be identical.~~

~~F - 41~~

~~The Company had the following transactions in its common stock during the nine months ended September 30, 2019:~~

•	~~issued 68,602,751 shares of Class A common stock for the conversion of $457,292 of outstanding convertible notes payable and $66,544 of accrued interest;~~

•	~~issued 7,097,595 shares of Class C common stock as a dividend to the Class A common stockholders.~~

•	~~issued 200,000 shares of Class B common stock and 2,772,606 shares of Class C common stock to officer, directors and employees for services rendered valued at $38,644.~~

~~Stock Options~~

~~The following summarizes the stock option activity for the nine months ended September 30, 2019:~~

Weighted-
Weighted- Average
Average Remaining Aggregate
Exercise Contractual Intrinsic
Options Price Life (Years) Value

Outstanding at December 31, 2018 1,790,000 $ 0.19 9.10 $ -
Granted -
Forfeited -
Exercised -
Outstanding at September 30, 2019 1,790,000 $ 0.19 8.60 $ -

Vested and expected to vest at September 30, 2019 1,790,000 $ 0.19 8.35 $ -

Exercisable at September 30, 2019 727,594 $ 0.26 8.12 $ -

~~The following table summarizes information about options outstanding and exercisable as of September 30, 2019:~~

Options Outstanding Options Exercisable
Weighted Weighted Weighted
Average Average Average
Exercise Number Remaining Exercise Number Exercise
Price of Shares Life (Years) Price of Shares Price

$ 0.05 979,000 9.13 $ 0.05 271,563 $ 0.05
0.10 85,000 9.04 0.10 21,250 0.10
0.13 388,500 8.34 0.13 194,250 0.13
0.26 114,000 8.10 0.26 64,125 0.26
0.90 223,500 8.02 0.90 125,719 0.90
1,790,000 676,907

During the nine months ended September 30, 2019 and 2018, stock option expense amounted to $58,667 and $52,309, respectively. Unrecognized stock option expense as of September 30, 2019 amounted to $142,170, which will be recognized over a period extending through December 2022.

~~F - 42~~

~~Warrants~~

During the year ended December 31, 2017, the Company granted an aggregate total of 2,001 warrants to individuals. These warrants all have a 3 year contractual life, an exercise price of $2.00 per share and are vested immediately.

~~As of September 30, 2019, the Company had 277,001 warrants outstanding with a weighted average exercise price of $1.01 and a weighted average remaining life of 1.48 years.~~

~~Note 9 – Business Combination~~

~~Morris~~

On January 9, 2019, (with an effective date of January 1, 2019) the Company entered into a Securities Purchase Agreement (the "SPA") with Morris Sheet Metal Corp., an Indiana corporation, JTD Spiral, Inc. a wholly owned subsidiary of MSM, an Indiana corporation, Morris Enterprises LLC, an Indiana limited liability company and Morris Transportation LLC, an Indiana limited liability company.

A summary of the purchase price allocation at fair value is below. The business combination accounting is not yet complete and the amounts assigned to assets acquired and liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as new information is obtained about facts and circumstances that existed at the acquisition date.

Purchase
Allocation

Cash $ 192,300
Accounts receivable 1,498,591
Inventory 453,841
Prepaid expenses and other current assets 858,456
Property and equipment 4,214,965
Goodwill 603,592
Accounts payable (234,236 )
Accrued expenses (443,908 )
Notes payable (1,033,695 )
$ 6,109,906

~~The purchase price was paid as follows:~~

Cash 2,159,906
Seller notes 3,450,000
Acquisition contingency 500,000
$ 6,109,906

One year after the closing date, the sellers will calculate monthly the 85/25 requirement to meet the Construction Industry Exemption for the Withdraw Liability (WDL). If the calculations verify Morris Sheet Metal Corp. and/or JTD Spiral, Inc. met the Exemption requirement for six consecutive months the Company will pay the sellers a $500,000 success fee. The Company anticipates that this contingency will be met and it will be obligated to pay the additional $500,000.

Simultaneous with the purchase of Morris, a building, owned by Morris prior to the acquisition, was sold in a sale-leaseback transaction agreement, whereby the building was leased from the buyer for 15 years. The proceeds from the sale-leaseback of $3,267,000 were used to fund the cash consideration to the sellers. The building and the lease is being treated as a financing lease (see Note 4).

~~F - 43~~

~~American Precision Fabricators (“APF”)~~

The total purchase price of APF from the SPA amounted to $4,500,000, which consisted of aggregate cash consideration paid to the Sellers of $2,100,000, an aggregate of $1,950,000 of secured promissory notes due to the Sellers (see Note 5), and an aggregate of $450,000 of convertible promissory notes due to the Sellers. At the closing date, the Company and the Sellers agreed to a reduction of the purchase price of $123,250, resulting from a net working capital adjustment which was deducted from the cash consideration due to the Sellers. As a result, the total purchase price of APF was $4,376,750.

A summary of the purchase price allocation at fair value is below. During the period ended June 30, 2019, the Company finalized the purchase price allocation. As a result the Company took a charge to earnings during the three months ended June 30, 2019 for $65,833 for amortization on the customer list from the purchase date to June 30, 2019.

Purchase
Allocation

Accounts receivable $ 945,050
Inventory 675,074
Prepaid expenses and other current assets 250,040
Property and equipment 3,300,000
Customer list 790,000
Goodwill 440,100
Accounts payable (1,234,328 )
Accrued expenses (154,186 )
Line of credit (165,000 )
Deferred tax liability (470,000 )
$ 4,376,750

The following are the unaudited pro forma results of operations for the nine months ended September 30, 2019 and 2018, as if Morris and APF had been acquired on January 1, 2018. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated.

Nine Months Ended
September 30,

2019 2018
Sales $ 20,690,014 $ 19,812,607
Cost of goods sold 15,542,194 14,202,405
Gross profit 5,147,820 5,610,202
Operating expenses 5,509,996 5,675,248
Loss from operations (362,176 ) (65,046 )
Net loss from continuing operations (3,581,832 ) (2,121,185 )
Loss per share (0.06 ) (0.08 )

~~F - 44~~

N ~~ote 10 – Industry Segments~~

~~This summary presents the Company's segments, QCA, APF and Morris for the three and nine months ended September 30, 2019 and 2018:~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2019 2018 2019 2018

Revenue
  QCA $ 2,252,997 $ 2,910,462 $ 7,056,674 $ 7,856,208
  APF 966,735 1,200,529 3,925,190 2,162,126
Morris 3,820,472 - 9,561,843 -
Unallocated and eliminations 47,978 231,212 146,307 551,698
$ 7,088,182 $ 4,342,203 $ 20,690,014 $ 10,570,032

Gross profit
  QCA $ 711,053 $ 1,233,038 $ 2,083,729 $ 2,915,421
  APF 294,722 713,047 1,180,619 816,688
Morris 702,675 - 1,747,619 -
Unallocated and eliminations 68,409 276,205 135,853 359,833
$ 1,776,859 $ 2,222,290 $ 5,147,820 $ 4,091,942

Income (loss) from operations
  QCA $ 111,832 $ 452,793 $ 179,707 $ 1,184,664
  APF 110,454 (256,068 ) 561,990 (404,148 )
Morris 423,083 - 507,162 -
Unallocated and eliminations (608,377 ) (361,527 ) (1,611,035 ) (943,609 )
$ 36,992 $ (164,802 ) $ (362,176 ) $ (163,093 )

Depreciation and amortization
  QCA $ 84,398 $ 75,755 $ 253,192 $ 220,976
  APF 82,514 95,817 286,119 191,634
Morris 95,342 - 281,310 -
Unallocated and eliminations 8,333 52,965 24,999 278,133
$ 270,587 $ 224,537 $ 845,620 $ 690,743

Interest Expenses
  QCA $ 180,014 $ 170,785 $ 538,252 $ 469,368
  APF 94,562 39,443 263,071 68,149
Morris 150,138 - 302,724 -
Unallocated and eliminations 274,130 490,886 1,632,921 1,105,045
$ 698,844 $ 701,114 $ 2,736,968 $ 1,642,562

Net income (loss)
  QCA $ 9,736 $ 337,956 $ (156,877 ) $ 888,904
  APF 15,892 (295,511 ) 298,919 (472,297 )
Morris 272,945 - 209,063 -
Unallocated and eliminations 2,506,609 (1,865,155 ) (3,932,937 ) (2,809,067 )
$ 2,805,182 $ (1,822,710 ) $ (3,581,832 ) $ (2,392,460 )

~~F - 45~~

As of As of
September 30, December 31,
2019 2018
Total Assets
  QCA $ 13,152,517 $ 10,767,883
  APF 11,254,397 6,159,098
Morris 15,929,389 -
Unallocated and eliminations (14,063,370 ) 1,013,695
$ 26,272,933 $ 17,940,676

Goodwill
  QCA $ 1,963,761 $ 1,963,761
  APF 440,100 1,230,100
Morris 603,592 -
Unallocated and eliminations - -
$ 3,007,453 $ 3,193,861

Accounts receivable, net
  QCA $ 1,531,514 $ 1,649,701
  APF 1,003,589 958,153
Morris 2,066,789 -
Unallocated and eliminations 29,750 2,500
$ 4,631,642 $ 2,610,354

~~Note 11 – Derivative Liabilities and Fair Value Measurements~~

~~Derivative liabilities~~

The Company has issued convertible notes payable that were evaluated under the guidance in ASC 815-40, Derivatives and Hedging, and were determined to have characteristics of derivative liabilities. As a result of the characteristics of these notes, the conversion options relating to previously issued convertible debt and outstanding Class A common stock warrants were also required to be accounted for as derivative liabilities under ASC 815. Under this guidance, this derivative liability is marked-to-market at each reporting period with the non-cash gain or loss recorded in the period as a gain or loss on derivatives.

~~The valuation of our embedded derivatives is determined by using the Black-Scholes Option Pricing Model. As such, our derivative liabilities have been classified as Level 3.~~

~~The Company estimated the fair value of the derivative liabilities using the Black-Scholes Option Pricing Model and the following key assumptions at September 30, 2019 and December 31, 2018:~~

September 30, December 31,
2019 2018

Risk free rate 2.03% to 2.51% 1.89 %
Volatility 231% - 321 % 200 %
Expected terms (years) 0.5 to 1.51 1.3 to 2.53
Dividend rate 0 % 0 %

Fair value measurements

ASC 820, Fair Value Measurements and Disclosures, , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the

F-56

use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

We apply the provisions of fair value measurement to various nonrecurring measurements for our financial and nonfinancial assets and liabilities. The Company's financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, notes payable and lines of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

IfWe calculate the ~~inputs used~~estimated fair value of a reporting unit using a combination of the income and market approaches. For the income approach, we use a discounted cash flow models developed in connection with our third-party valuation specialists that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates; and estimated discount rates. For the market approach, we use analyses based primarily on market comparables. We base these assumptions on historical data and experience, industry projections, and general economic conditions.

The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. As of March 31, 2023, and December 31, 2022, the Company had no financial assets or liabilities that were required to ~~measure the~~be fair valued on a recurring basis, as all of our financial assets and liabilities ~~fall within more than one level described above,~~were Level 1.

Research and Development

The Company focuses on quality control and development of new products and the ~~categorization is based~~improvement of existing products. All costs related to research and development activities are expensed as incurred. During the three months ended March 31, 2023 and 2022, research and development costs totaled $0.1 million and $0.2 million, respectively.

Earnings (loss) per share

The Company presents both basic and diluted net income (loss) per share on the ~~lowest level of input that is significant to the fair value measurement~~face of the ~~instrument.~~

~~F - 46~~

consolidated statements of operations. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, using the treasury-stock method. If antidilutive, the effect of potentially dilutive shares of common stock is ignored. The amount of anti-dilutive shares related to stock options and warrants as of March 31, 2023 and 2022 was 2,700,473 and 837,472. respectively. The following table ~~provides~~illustrates the computation of basic and diluted

F-57

earnings per share (“EPS”) inclusive of all classes of common stock as the only difference between the classes of common stock are related to the voting rights for the three months ended March 31, 2023 and 2022:


	For the Three Months Ended March 31, 2023					For the Three Months Ended March 31, 2022
	Net Loss		Shares	Per Share Amount		Net Loss		Shares	Per Share Amount
Basic EPS
Net loss	$	(5,769,143)	24,901,733	$	(0.23)	$	(3,999,560)	22,879,056	$	(0.17)
Effect of Dilutive Securities
Stock options and warrants	—		—	—		—		—	—
Dilute EPS
Total	$	(5,769,143)	24,901,733	$	(0.23)	$	(3,999,560)	22,879,056	$	(0.17)

Revenue Recognition

The Company recognizes revenue under ASC Topic 606, Revenue from contract with Customers ("Topic 606"). The following is a summary of the ~~fair value~~revenue recognition policy for each of the Company’s subsidiaries.

Revenue is recognized under Topic 606, at a point in time and over a period of time, in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:

•executed contract with the Company's customers that it believes are legally enforceable;

•identification of performance obligations in the respective contract;

•determination of the transaction price for each performance obligation in the respective contract;

•allocation of the transaction price to each performance obligation; and

•recognition of revenue only when the Company satisfies each performance obligation.

The following tables presents our revenues disaggregated by type for the three months ended March 31, 2023 and 2022:


	Three Months Ended March 31, 2023
	Construction Services		Manufacturing		Defense		Technologies		Aerospace		Total
Sale of goods	$	—	$	9,320,821	$	—	$	7,555,918	$	—	$	16,876,739
Sale of services	4,146,004		—		2,970,087		—		368,883		7,484,974
Total revenues	$	4,146,004	$	9,320,821	$	2,970,087	$	7,555,918	$	368,883	$	24,361,713


	Three Months Ended March 31, 2022
	Construction Services		Manufacturing		Defense		Technologies		Aerospace		Total
Sale of goods	$	—	$	8,648,095	$	—	$	9,793,988	$	—	$	18,442,083
Sale of services	4,056,204		—		2,687,981		—		405,886		7,150,071
Total revenues	$	4,056,204	$	8,648,095	$	2,687,981	$	9,793,988	$	405,886	$	25,592,154

Recent Accounting Pronouncements

Effective January 1, 2023, we adopted ASU 2016-13, Credit Losses Topic 326 (the new credit losses standard), using the modified retrospective approach. The comparative periods have not been restated and continue to be

F-58

reported under the accounting standard in effect for those periods. The new credit losses standard amends the impairment model to use a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Our adoption of ASU 2016-13 did not have a material impact on our consolidated financial statements for the three months ended March 31, 2023, and we did not recognize a cumulative effect adjustment to retained earnings as of January 1, 2023.

To assist in quantifying the impact on our consolidated financial statements and supplementing our existing disclosures, we identified financial assets measured at an amortized cost basis in our consolidated balance sheet and evaluated the collectability considerations based on an expected credit loss assessment. We perform ongoing credit evaluations of our ~~derivative liabilities as~~customers, but generally do not require collateral to support customer receivables. We establish an allowance for doubtful accounts based on various factors including the age of ~~September 30, 2019~~receivables outstanding, historical trends, economic conditions and ~~December 31, 2018:~~

Description
Fair Value
As of
September 30,
2019

Fair Value Measurements at
September 30, 2019
Using Fair Value Hierarchy

Level 1 Level 2 Level 3
Conversion feature on convertible notes $ 1,850,947 $ - $ - $ 1,850,947

Description
Fair Value
As of
December 31,
2018

Fair Value Measurements at
December 31, 2018
Using Fair Value Hierarchy

Level 1 Level 2 Level 3
Conversion feature on convertible notes $ 1,892,321 $ - $ - $ 1,892,321

~~The below table presents~~other information. We also review outstanding balances on an account-specific basis based on the ~~change~~credit risk of the customer. We determined that all of our accounts receivable share similar risk characteristics within our operating segments based on historical data. We monitor our credit exposure on an ongoing basis and assess whether assets in the ~~fair value~~pool continue to display similar risk characteristics. We actively monitor the credit risk of our specific customers, age of receivables outstanding, recent collection trends and general economic conditions to evaluate the ~~derivative liabilities during the nine months ended September 30, 2019:~~

Derivative liability balance, December 31, 2018 $ 1,892,321
Issuance of derivative liability during the period 103,000
Derivative liability resolution (833,743 )
Change in derivative liability during the period 689,369
Derivative liability balance, September 30, 2019 $ 1,850,947

~~Note 12 – Discontinued Operations~~

~~In December 2018, the Company decided to shut down the operations~~risk of ~~its VWES subsidiary. In February 2019, VWES filed for Chapter 7 bankruptcy.~~

~~VWES has been presented as discontinued operations in the accompanying consolidated financial statements.~~

credit loss. The ~~operating results for VWES have been presented in the accompanying~~ consolidated statement of ~~operations~~income for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2023, reflects the measurement of credit losses for newly recognized financial assets as well as any changes to historical financial assets.


	Allowance for Doubtful Accounts
Balance as of December 31, 2022	$	52,531
Additions charged to expense	153,243
Accounts written-off	(18,937)
Balance as of March 31, 2023	$	186,837

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and ~~2018 as discontinued operations~~the Securities and Exchange Commission did not or are ~~summarized below:~~not believed by management to have a material impact on the Company's present or future financial statements.

~~F - 47~~Note 3 – Leases

The ~~assets and liabilities~~Company determines whether a contract is or contains a lease at inception of the ~~discontinued operations at September 30, 2019~~contract and ~~December 31, 2018 are summarized below:~~whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.

F-59

September 30, December 31,
2019 2018

Current assets $ - $ 121,296
Property and equipment - 387,727
Total assets $ - $ 509,023

Current liabilities $ - $ 2,493,049
Notes payable - related party - 43,500
Notes payable - 215,898
Total liabilities $ - $ 2,752,447

As of March 31, ~~2019, VWES’ bankruptcy~~2023, the future minimum finance and operating lease payments were as follows:


Twelve Months Ending March 31,	Finance Leases		Operating Leases
2024	$	1,931,757	$	2,398,681
2025	1,962,353		2,423,929
2026	1,852,006		1,823,638
2027	1,880,265		1,814,303
2028	1,923,136		1,708,631
Thereafter	14,368,333		12,855,124
Total payments	23,917,850		23,024,306
Less: imputed interest	(8,778,767)		(6,698,331)
Total obligation	15,139,083		16,325,975
Less: current portion	(743,157)		(1,484,846)
Non-current financing leases obligations	$	14,395,926	$	14,841,129

Finance Leases

As of March 31, 2023, all finance leases in the table above were related to property and equipment. Depreciation expense associated with the finance leases within Property and Equipment was ~~completed~~$312,954 and $312,954 for the three months ended March 31, 2023 and 2022, respectively. Of this amount $44,503 and $0 is recorded within Cost of Revenues with the remainder recorded in General & Administrative expenses on the Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022, respectively. Interest expense on finance leases for the three months ended March 31, 2023, and 2022 was $305,262 and $317,905, respectively, and is recorded in Interest Expense on the Consolidated Statements of Operations. At March 31, 2023, the weighted average remaining lease terms were 11.7 years, and the ~~Company removed all~~weighted average discount rate was 8.01%.

Operating Leases

The table below presents the operating lease related assets and liabilities ~~of VWES resulting in a gain~~recorded on the ~~disposition~~Company’s consolidated balance sheets as of ~~discontinued operations~~March 31, 2023, and December 31, 2022:


		March 31, 2023		December 31, 2022
Assets
Operating lease assets	Operating lease right of use assets	$	15,949,731	$	16,407,566
Total lease assets		$	15,949,731	$	16,407,566

Liabilities
Current liabilities
Operating lease liability	Current operating lease liability	$	1,484,846	$	1,318,885
Noncurrent liabilities
Operating lease liability	Long-term operating lease liability	14,841,129		15,262,494
Total lease liability		$	16,325,975	$	16,581,379

The lease expense for the three months ended March 31, 2023 and 2022, was $598,590 and $126,561, respectively. Of this amount $216,754 and $0 is recorded within Cost of ~~$2,515,028.~~Revenues with the remainder recorded in General & Administrative expense on the Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022, respectively. The cash paid under operating leases during the three months ended March 31, 2023 and 2022, was $540,833 and $124,654, respectively. At March 31, 2023, the weighted average remaining lease terms were 11.7 years, and the weighted average discount rate was 6.01%.

F-60

Note 134 – ~~Subsequent Events~~Debt

The outstanding balances for the loans as of March 31, 2023, and December 31, 2022, were as follows:

~~Subsequent to September 30, 2019,~~


	March 31, 2023		December 31, 2022
Lines of credit, current portion	$	8,970,460	$	7,426,814
Equipment loans, current portion	82,787		68,410
Related Party term notes, current portion	535,000		—
Term notes, current portion	5,915,560		3,132,726
Total current	15,503,807		10,627,950
Lines of credit, net of current portion	3,928,105		7,215,520
Long-term portion of equipment loans and term notes	2,229,684		4,266,350
Total notes payable and line of Credit	$	21,661,596	$	22,109,820

Future scheduled maturities of outstanding debt are as follows:


Twelve Months Ending March 31,
2024	$	15,503,807
2025	1,785,069
2026	709,653
2027	3,562,900
2028	26,035
Thereafter	74,132
Total	$	21,661,596

In August 2020, the Company ~~agreed~~filed a lawsuit against Alan Martin regarding his note payable. As of March 31, 2023 and 2022, the note had a balance of $2.9 million, and accrued interest of $1.8 million and $1.2 million, respectively, which are reflective in current liabilities. The default rate is 10% and the daily late charge is $575 (See a description of the Company’s ongoing legal proceedings relating to ~~settle~~this transaction in Note 7, Commitments and Contingencies, below).

During January and February 2023, the Company issued a total of $1.3 million in six-month note payables ranging in size from $10,000 to $200,000 to executive officers and various investors with ~~convertible note holders~~an annual interest rate of 30% to be used for general corporate purposes. Of this amount, $0.5 million was issued to related parties.

During 2023, the Company had four revolving lines of credit in the aggregate of $33.0 million, including one capital expenditures line of credit of $0.1 million. The revolving lines of credit used as of March 31, 2023, totaled $12.9 million with interest rates ranging from WSJ prime plus 2.50% - 4.25% and ~~issued 4,400,000~~terms ranging from one to five years. Accounts receivables, inventory, and property and equipment are pledged as collateral on the various lines of credit. As of March 31, 2023, the Company had $3.8 million in additional funds available to borrow. The Company is required to maintain covenants including financial ratios as a condition of the line of credit agreements. As of the date of this Report, the Company was not in compliance with these covenants. However, the Company received a forbearance agreement and waivers from the banking institutions regarding these failed covenants. As such, the Company was in compliance with the covenants as of the date of this report.

Note 5 – Stockholders' Equity

On May 12, 2023, a Certificate of Amendment was filed to effect a one-for-eight (1-for-8) reverse split (the “Reverse Split”) of the shares of the Company’s the Class A, Class B, and Class C Common Stock, and to decrease the number of shares of Class A ~~common stock upon the conversion of convertible debts (see below)~~Common Stock from 295,000,000 shares to 200,000,000 shares (the “Class A Common Stock Decrease”). ~~In addition, the Company entered into agreement with convertible note holders as follows:~~

~~Convertible note with total balance owing, including all interest and penalties of $167,990.~~ The ~~Company~~Reverse Split and the ~~noteholder agreed that note would be settled over~~Class A Common Stock Decrease became effective on May 12, 2023. As a ~~13-week period beginning on August 12, 2019, with 13 weekly payments of $4,000 per week and a final lump-sum payment of $115,990.~~

Convertible note with total balance owing, including all interest and penalties of, $651,292. The Company and the noteholder entered into a settlement agreement, pursuant to which the parties agreed that note would be settled with a cash payment by the Company of $300,000, paid on November 8, 2019; a $350,000 fixed-price, one-year convertible note with an interest rate of 15%, convertible at a price per share of $0.15, The holderresult of the note had previously submitted a conversion notice on August 5, 2019, for 4,500,000 shares. The noteholder and the Company agreed to amend the conversion notice to 2,000,000 shares, which will be issued to the noteholder as a good faith issuance.

Convertible notes with the first note having an original balance of $337,500 and was settled for 12 monthly payments of $18,000 starting on December 27, 2019. The second note having an original balance of $220,000 and has been settled for 12 monthly payments of $17,000 starting on December 27, 2019. The note holder also issued a new Senior Secured Promissory Note in the principal amount of $600,000, with the following terms: term of two years; a fixed conversion price of $0.15 and a 15% interest rate. The note holder had previously submitted a conversion notice seeking the issuance of 4,550,000Reverse Split, every eight shares of the Company’s issued and outstanding Class A common stock in connection with the note for $337,500. The note holder and the Company agreed to amend the conversion notice to 2,400,000 shares which will be issued to the noteholder as a good faith issuance.

F-61

~~Convertible note with total balance owing, including all interest and penalties~~Common Stock automatically converted into one share of $252,870. The Company and the noteholder agreed that note would be settled with a cash payment of $80,000 paid on November 12, 2019 and the issuance of two new notes in the principal amounts of $35,000 and $137,870 with the following terms: term of one year; a fixed conversion price of $0.15 cents and a 15% interest rate and the future issuance of 300,000 Class A Common ~~Shares~~Stock, without any change in the par value per share, and ~~30,000~~began trading on a post-split basis under the Company’s existing trading symbol, “ALPP,” when the market opened on May 15, 2023. Additionally, every eight shares of the Company’s issued and outstanding Class B Common Stock automatically converted into one share of Class B Common Stock, without any change in the par value per share, and every eight shares of the Company’s issued and outstanding Class C Common ~~Stock.~~

~~Subsequent to September 30, 2019, the Company issued 10,000 shares~~Stock automatically converted into one share of Class C ~~common stock to a contractor for services rendered.~~

On November 6, 2019, the Company, completed its acquisition of Deluxe Sheet Metal, Inc., an Indiana corporation (“DSM”), DSM Holding, LLC, an Indiana limited liability company (“DHL”), Lonewolf Enterprises, LLC, an Indiana limited liability company (“LWE”), and Kevin Smith (the “Seller”). Pursuant to a securities purchase agreement (the “SPA”) among the Company, DSM, DHL, LWE, and the Seller, the Company acquired all of the outstanding capital stock of DSM, all of the outstanding LLC membership interests of DHL, and certain real estate and improvements thereto from LWE (the “LWE Real Estate”) for the consideration and on the terms and subject to the conditions set forthCommon Stock, without any change in the ~~SPA.~~

The total purchase price was $8,400,000 (the “Purchase Price”), which is the sum of the cash paid at closing (the “Cash Consideration”), by wire transfer of immediately available funds to the accounts designated by Seller, and promissory notes (the “Promissory Note Consideration”), also delivered at closing.

~~F - 48~~

The Cash Consideration consisted of $6,003,657, plus the addition of working capital, less any Long-Term Liability (as defined in the SPA) of DSM and DHL satisfied at Closing, as set forth in the SPA, but not less certain liabilities, as set forth in the SPA. Additionally, the Note Consideration consisted of a secured promissory note issued in favor of Seller only, by the Company, DSM, and DHL and shall consist of (i) a Secured Promissory Note to Kevin M. Smith in the amount of $1,900,000.00 (“Note 2”), and (ii) a Secured Promissory Note to Kevin M. Smith in the amount of $496,343.00 (“Note 1” and collectively, the “Notes”), in the form set forth in an exhibit to the SPA, secured by a subordinated security interest in the assets listed in a related security agreement (the “Security Agreement”) (discussed below). The parties to the SPA agreed that the Company has the right to change the senior lender from time to time while Notes remain unpaid so long as at all times, there is no breach or default or Event of Default under the Notes, the SPA, or the other transaction documents.

The Company, DSM, and DHL collectively issued the Notes to the Seller. The terms of the Notes are as follows: Note 1 is in the amount of $1,900,000 accrues at 4.25% interest, and Note 2 is in the amount of $496,343 and accrues interest at a rate of 8.75%, and each included a loan fee of $5,000. Note 2 has an amortization rate of 10 years with a balloon payment due 36 months. Note 1 is due January 25, 2020, and the obligations of the Company, DSM, and DHL under the Notes are secured by a subordinated security interest granted pursuant to the security agreement entered into by the parties.

~~Variable Convertible Debt Payoff, Refinancing and Settlement Agreements~~

Subsequent to September 30, 2019, the Company completed a series of debt settlements, refinancings, and payoffs of existing variable convertible debt holders. Debt principal and accrued interest totaling $1,137,452 were settled through issuance of 5,965,946 Class A common shares and 1,617,067 Class C common shares. The Company also made $313,000 debt payments and modified the conversion price of a convertible note amounting to $195,000 to $0.15par value per share.

~~Creation of Series B Preferred Stock~~

On November 26, 2019, the Company’s board of directors approved the filing with the Secretary of State of Delaware a Certificate of Designation of Rights and Preferences (the “Designation”) for the creation of a new Series B Preferred Stock (the “Series B Preferred Stock”).

~~As of February 10, 2020, we had one series of preferred stock outstanding, our Series B Convertible Preferred Stock (the “Series B Preferred Stock”).~~ The ~~Company has designated 100 shares of Series B Preferred Stock which has a stated value of $1.00, do not accrue dividends and has voting rights equivalent to 200% of the total voting power of~~Reverse Split affected all holders of the Company's common and preferred stock then outstanding but not including the Series B Preferred Stock. The Series B Preferred Stock shall be convertible to the Company's Class A common stock in the event the Series B Preferred Stock holder ceases to be a director of the Company.

~~F - 49~~

~~As of February 10, 2020, we had 5 shares of Series B Preferred Stock outstanding, held by the members of our Board of Directors.~~

~~Changes in Authorized Capital~~

On December 30, 2019, the Company filed with the Secretary of State of Delaware a Certificate of Amendment (the “Amendment”) to the Company’s Certificate of Incorporation. Pursuant to the Amendment, the Company’s authorized shares of Class A, Class B, and Class C Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. A total of 180,037,350 shares of Class A Common Stock were issued and outstanding immediately prior to the Reverse Split, and approximately 22,504,669 shares of common stock were issued and outstanding immediately after the Reverse Split. No fractional shares will be outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of Class A Common Stock subject to such options or warrants and the exercise prices thereof. The impact of this change in capital structure has been retrospectively applied to all periods presented herein.

Common Stock

The Company had the following transactions in its common stock during the three months ended March 31, 2023:

•In January 2023, certain shareholders converted 1,428 shares of Class C common stock into 1,428 shares of Class A common stock.

Series B Preferred Stock

During February 2023, the Company identified that it had inappropriately awarded a Series B Preferred Share to an executive officer who is not also a board member. As the Series B Preferred Shares can only be held by members of the Board, the share issuance was rescinded.

Stock Options

The following summarizes the stock option activity for the three months ended March 31, 2023:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2022	386,751	$	4.39	7.94	$	463,495
Granted	—	—
Forfeited	(7,689)	6.16
Exercised	—	—
Outstanding at March 31, 2023	379,062	$	4.35	7.67	$	444,942

Vested and expected to vest at March 31, 2023	379,062	$	4.35	7.67	$	444,942

Exercisable at March 31, 2023	135,567	$	1.11	5.12	$	444,942

F-62

The following table summarizes information about options outstanding and exercisable as of March 31, 2023:


		Options Outstanding				Options Exercisable
Exercise Price		Number of Shares	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
$	0.05	111,438	5.26	$	0.40	111,438	$	0.40
0.10		10,625	5.03	0.80		10,625	0.80
0.77		243,495	9.08	6.16		—	—
0.90		13,504	4.02	7.20		13,504	7.20
		379,062				135,567

During the three months ended March 31, 2023 and 2022, stock option expense amounted to $0.2 million and $0.2 million, respectively. Unrecognized stock option expense as of March 31, 2023, amounted to $0.9 million, which will be recognized over a period extending through April 2025.

Warrants

The following summarizes the warrants activity for the three months ended March 31, 2023:


	Warrants	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2022	2,321,411	$	11.78	4.31	$	—
Granted	—	—		0
Forfeited	—	—
Exercised	—	—
Outstanding at March 31, 2023	2,321,411	$	11.78	4.02	$	—

Vested and expected to vest at March 31, 2023	2,321,411	$	11.78	4.02	$	—

Exercisable at March 31, 2023	2,321,411	$	11.78	4.02	$	—

The following table summarizes information about warrants outstanding and exercisable as of March 31, 2023:


		Warrants Outstanding				Warrants Exercisable
Exercise Price		Number of Shares	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
$	52.80	52,084	1.89	$	52.80	52,084	$	52.80
20.16		49,604	1.70	20.16		49,604	20.16
24.80		535,716	3.66	24.80		535,716	24.80
24.64		53,572	3.65	24.64		53,572	24.64
5.52		1,630,435	4.29	$	5.52	1,630,435	5.52
		2,321,411				2,321,411

Note 6 – Segment Reporting

F-63

segments to eight segments. All segments and the subsidiaries within each segment are geographically located in North America. The financial results are logical to review in this manner for comparison, trend, deviations, etc. purposes.

Management excludes the following when reviewing the profit/loss by segment.

•Intercompany Sales/COGS

•Management fees to the parent Company

•Income tax benefit/expense

There has not been any change to the measurement method in how management reviews the profit/loss by segment.

The operating segments and their business activity are as follows:

A4 Construction Services - Morris Sheet Metal (“MSM”) provides commercial construction services primarily as a sheet metal contractor.

A4 Construction Services - Excel Construction (“Excel”) provides commercial construction services primarily as a sheet metal contractor.

A4 Manufacturing - Quality Circuit Assembly ("QCA") is a contract manufacturer within the technology industry.

A4 Manufacturing - Alternative Labs (“Alt Labs”) is a contract manufacturer within the dietary & nutraceutical supplements industry.

A4 Defense - Thermal Dynamics does contracting for the US Government particularly for the US Defense Department and US Department of State.

A4 Technologies - RCA Commercial Electronics (“RCA”) is a business-to-business ("B2B") commercial electronics manufacturer.

A4 Technologies - ElecJet is a battery research and development company.

A4 Aerospace - Vayu is a drone aircraft manufacturer.

A4 All Other includes the QCA-Central, Identified Technologies and Corporate.


	Three Months Ended March 31,
	2023		2022
Revenue
A4 Construction Services - MSM	$	3,813,140	$	3,767,390
A4 Construction Services - Excel	332,864		288,814
A4 Manufacturing - QCA	4,191,643		4,318,860
A4 Manufacturing - Alt Labs	4,226,914		3,824,138
A4 Defense - TDI	2,970,087		2,687,981
A4 Technologies - RCA	7,453,423		9,237,259
A4 Technologies - ElecJet	102,495		556,729
A4 Aerospace - Vayu	—		25,000
All Other	1,271,147		$	885,983
	$	24,361,713	$	25,592,154
Gross profit

F-64


A4 Construction Services - MSM	$	231,888	$	463,806
A4 Construction Services - Excel	(150,008)		(98,974)
A4 Manufacturing - QCA	897,715		1,027,184
A4 Manufacturing - Alt Labs	948,752		901,479
A4 Defense - TDI	616,582		843,189
A4 Technologies - RCA	2,374,178		2,184,328
A4 Technologies - ElecJet	(73,809)		(62,029)
A4 Aerospace - Vayu	(2,410)		25,000
All Other	373,568		$	353,474
	$	5,216,456	$	5,637,457
Income (loss) from operations
A4 Construction Services - MSM	$	(404,413)	$	(315,698)
A4 Construction Services - Excel	(432,081)		(319,990)
A4 Manufacturing - QCA	19,097		414,448
A4 Manufacturing - Alt Labs	(559,125)		(987,483)
A4 Defense - TDI	181,534		423,140
A4 Technologies - RCA	475,864		566,290
A4 Technologies - ElecJet	(245,421)		(304,346)
A4 Aerospace - Vayu	(820,967)		(806,897)
All Other	(3,354,961)		(2,425,619)
	$	(5,140,473)	$	(3,756,155)
Depreciation and amortization
A4 Construction Services - MSM	$	174,298	$	166,404
A4 Construction Services - Excel	67,525		—
A4 Manufacturing - QCA	116,879		100,479
A4 Manufacturing - Alt Labs	208,554		307,035
A4 Defense - TDI	72,433		72,090
A4 Technologies - RCA	244,804		170,046
A4 Technologies - ElecJet	105,666		101,500
A4 Aerospace - Vayu	258,911		274,669
All Other	278,713		277,441
	$	1,527,783	$	1,469,664
Interest expense
A4 Construction Services - MSM	$	113,710	$	103,025
A4 Construction Services - Excel	60,570		61,985
A4 Manufacturing - QCA	163,645		36,289
A4 Manufacturing - Alt Labs	64,680		57,116
A4 Defense - TDI	17,347		—
A4 Technologies - RCA	85,956		54,817
A4 Technologies - ElecJet	—		—
A4 Aerospace - Vayu	5,958		—
All Other	487,004		295,729
	$	998,870	$	608,961
Net income (loss)
A4 Construction Services - MSM	$	(480,600)	$	(362,367)

F-65


A4 Construction Services - Excel	(492,651)		(381,975)
A4 Manufacturing - QCA	(144,187)		373,867
A4 Manufacturing - Alt Labs	(658,756)		(1,111,462)
A4 Defense - TDI	164,187		423,140
A4 Technologies - RCA	389,908		511,473
A4 Technologies - ElecJet	(245,421)		(304,346)
A4 Aerospace - Vayu	(826,925)		(806,897)
All Other	(3,474,698)		(2,340,993)
	$	(5,769,143)	$	(3,999,560)

F-66

The Company’s reportable segments as of March 31, 2023, and December 31, 2022, were as follows:


	As of March 31, 2023		As of December 31, 2022
Total assets
A4 Construction Services - MSM	$	10,699,259	$	11,309,049
A4 Construction Services - Excel	3,390,848		3,359,818
A4 Manufacturing - QCA	21,046,251		20,988,492
A4 Manufacturing - Alt Labs	27,083,918		26,636,905
A4 Defense - TDI	13,748,110		13,497,381
A4 Technologies - RCA	23,339,534		27,191,977
A4 Technologies - ElecJet	12,972,480		12,897,440
A4 Aerospace - Vayu	13,594,000		14,632,530
All Other	16,070,325		15,118,622
	$	141,944,725	$	145,632,214
Goodwill
A4 Construction Services - MSM	$	113,592	$	113,592
A4 Construction Services - Excel	—		—
A4 Manufacturing - QCA	1,963,761		1,963,761
A4 Manufacturing - Alt Labs	4,410,564		4,410,564
A4 Defense - TDI	6,426,786		6,426,786
A4 Technologies - RCA	1,355,728		1,355,728
A4 Technologies - ElecJet	6,496,343		6,496,343
A4 Aerospace - Vayu	—		—
All Other	1,913,310		1,913,310
	$	22,680,084	$	22,680,084
Accounts receivable, net
A4 Construction Services - MSM	$	3,790,520	$	5,188,521
A4 Construction Services - Excel	222,895		288,243
A4 Manufacturing - QCA	3,397,802		3,867,141
A4 Manufacturing - Alt Labs	1,994,703		1,833,502
A4 Defense - TDI	2,367,869		1,905,314
A4 Technologies - RCA	2,845,356		3,232,559
A4 Technologies - ElecJet	22,959		12,888
A4 Aerospace - Vayu	(491)		—
All Other	898,915		811,776
	$	15,540,528	$	17,139,944

Note 7 – Commitments and Contingencies

Licensing Agreement

DTI has entered into licensing agreements with RCA Trademark Management for the licensing rights to the respective trademarks in the United States of America and Canada. The RCA licensing agreement was amended with Technicolor, S.A., as licensor, and expires December 31, 2024. DTI agrees to pay a royalty fee of 2.50% on net sales of the licensed products with a minimum annual payment of $440,000 for the year ended 2022, $460,000 for the year ended 2023, and $480,000 for the year ended 2024. These amounts were amended as part of the agreement signed in May 2023. The amended agreement extended our licensing agreement under December 31, 2027, and

F-67

provides us the ability to sell additional products under the trademark in exchange for higher royalty payments (See Note 8).

Warranty Service Agreement

DTI entered into a warranty service agreement to provide certain warranty services for a lighting supplier through December 31, 2024, except for one class of customer, for whom services will be provided through 2030. In exchange for these services, DTI expects to receive $66,626 and $59,964 during the year ended 2023 and 2024, respectively.

Royalty Agreement

On November ~~27, 2019,~~28, 2021, the Company entered into a Royalty Agreement with the sellers of ElecJet. Upon closing the Company desires to build its initial factory (“Factory”) to manufacture graphene batteries in the territory of the United States. The Company agrees to pay the sellers 1.5% of net sales for batteries produced by the Factory. Royalty payments shall continue to be paid for a period of ten years from the starting date, or until the total of the royalty payments equals $50 million, whichever occurs first.

Legal Proceedings

From time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business. Litigation is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence. As of the date of this Report, the Company was not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s ~~board of directors approved, subject~~business, financial condition, operating results, or cash flows.

In August 2020, in a matter relating to ~~stockholder approval, the Amendment that would have the effect of increasing~~ the Company’s ~~authorized~~subsidiary Horizon Well Testing, LLC (“Horizon”), the Company filed a lawsuit in the United States District Court, District of Arizona (Case No.2:20-cv-01679-DJH), against Alan Martin, the seller of Horizon dba Venture West Energy Services, LLC (“VWES”). The Company brought suit in 2020 seeking to avoid the claimed liability due from the Company to Alan Martin, for the Company’s 2017 purchase of Mr. Martin’s business, Horizon. On summary judgment, the court found that the Company’s claim was barred by a time-limiting clause for indemnification claims. The Company disagrees with the court’s ruling and intends to appeal. Before the Company can file its appeal of the summary judgment order, the court must resolve Mr. Martin’s counterclaim in which Mr. Martin claims that Mr. Martin remains unpaid on the promissory note, as modified, under which the Company purchased the Horizon. The note balance is alleged to have a principal sum due of $3.3 million, plus interest at 8% accruing from 2019 to present, plus late fees accruing at $575 per day (see Note 4). The Company continues to dispute the amount claimed due. As well, the Company’s legal position remains that the indebtedness should be discharged due to material misrepresentations by Mr. Martin in the original transaction.

In August 2021, in a matter relating to Horizon, Rob Porter filed a lawsuit in the District Court of Oklahoma County, State of Oklahoma (CJ-2021-3421), alleging unjust enrichment and breach of contract with respect to shares of Company that Mr. Porter claims was owed under his employment contract with the Company as President of Horizon. In October 2021, the Company filed its answer denying such claims. In October 2021, the Company also filed counterclaims against Mr. Porter for conversion and breach of fiduciary duties. The Company believes this is a frivolous lawsuit and as such, no accrual has been recorded as of March 31, 2023, and December 31, 2022. As of the date of this Report, a pre-trial scheduling conference was scheduled for June 21, 2023, and the Company was participating in discovery.

In October 2021, in a matter relating to Horizon, the Company received three complaints in the District Court of Oklahoma Country State of Oklahoma from former VWES employees Bruce Morse (CJ-2021-4316), Brian Hobbs (CJ-2021-4315), Thomas Karraker (CJ-2021-4314) for unjust enrichment, and breach of contract with respect to their employment contracts with Horizon. On January 19, 2022, the Company filed answers to all three lawsuits that denied these claims. The Company believes these are frivolous lawsuits. In July 2022, the Company and Mr. Morse settled his claims against the Company. The settlement included the cash payment of $24,375 for Mr. Morse's claimed 37,500 shares of Class A Common stock, and subsequently Mr. Morse’s case has been dismissed. Subsequently, Mr. Hobbs and Mr. Karraker have also expressed interest in settling claims on similar terms, and

F-68

negotiations were ongoing as of the date of this Report. As no formal settlement offer has been extended, no accrual has been recorded as of March 31, 2023, and December 31, 2022.

In June 2022, in a matter relating to the Company’s subsidiaries, DTI Services Limited Liability Company and Direct Tech Sales, LLC (doing business as RCA Commercial Electronics) (“RCA”), the Company received a complaint filed in the Superior Court of Marion County State of Indiana (CAUSE NO. 49D01-2203-PL-006662) by Gatehouse, LLC (“Gatehouse”), a supplier of PPP gloves for resale by RCA, seeking payment of $213,000 for supplied goods that RCA has good reason to believe are counterfeit, and thus unsalable. RCA has answered the complaint and asserted counterclaims of fraud and breach of contract. After a long delay in prosecution of the case by the plaintiff Gatehouse, motion practice has begun in this matter, however no scheduling, hearings, or trial date has yet been set in this matter.

In November 2022, the Company received a complaint filed by Mr. Mark Bell in the district court of Idaho (CV42-22-4066) with regard to the Company’s February 2020 purchase of Excel Fabrication LLC (“Excel”) from Mr. Bell, over the Company’s refusal to continue paying on a $2.3 million note comprising part of the purchase consideration (Note 4). In December 2022 the Company counter-sued Mr. Bell for breach of contract, fraud, and misrepresentation in the February 2020 sale of Excel to the Company. The case is set for trial in June of 2024.

In December 2022, the Company’s subsidiary Excel Fabrication LLC (“Excel”) received a demand for binding arbitration (AAA Case No. 01-22-0004-9935) by Starr Corporation of Idaho, a contractor for whom Excel Fabrication LLC was performing as sub-contractor and who stopped its work for Starr Corporation pursuant to its claimed contract right of termination due to failure of Starr Corporation to make payment within the contracted period for payment for work satisfactorily performed. Starr Corporation claims that Excel’s termination was wrongful, and seeks approximately $0.5 million, reflecting its costs in having to complete work that was called for under the contract. Excel is seeking a determination that its termination was rightful under the terms of the contract between the parties, and in addition seeks payment on its unpaid billing submittals and additional costs. Arbitration hearings are scheduled to commence in April 2024. As no formal settlement offer has been extended, no accrual has been recorded as of March 31, 2023, and December 31, 2022.

In February 2023, the Company learned that a complaint the State of New York brought against Vayu in 2019 (prior to the Company’s ownership of Vayu) seeking a refund for two returned airframes, a case which had originally been dismissed for lack of jurisdiction, had become revived by virtue of New York’s highest court ruling (State of New York v Vayu, APL-2021-00148) that the State’s long arm statute applied to the 2016 transaction between Vayu and the State University of New York at Stonybrook. Total damages sought by the State of New York are less than $100,000, including interest and costs. In light of the decision by the Court of Appeals to return the case to the trial courts for adjudication, the Company has expressed its wish to settle the matter and is currently awaiting the State of New York's response to the Company's response including the possibility of the State providing information useful to the Company should it wish to subsequently seek redress from the previous owners of Vayu.

Note 8 – Subsequent Events

In April 2023, a shareholder converted 1,300,000 shares of Class B common stock and 1 share of Series B preferred stock into 1,300,001 shares of Class A common stock.

F-69

share. The Reverse Split affected all holders of Class A, Class B, and Class C Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. A total of 180,037,350 shares of Class A Common Stock were issued and outstanding immediately prior to the Reverse Split, and approximately 22,504,669 shares of common stock ~~approved, by written consent,~~were issued and outstanding immediately after the ~~Amendment~~Reverse Split. No fractional shares will be outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of Class A Common Stock subject to such options or warrants and the ~~Share Increase on November 27, 2019. The Amendment became effective on December 30, 2019, following~~exercise prices thereof.

In May 2023, Mr. Kevin Thomas, who sold Alternative Laboratories, LLC to the ~~filing~~Company in May of 2021, sued the Company in the State circuit court for Collier County Florida (Case Number 23-CA-1981), alleging that the Company failed to deliver shares in the Company as promised by the terms of the ~~Amendment on December 27, 2019, specifying~~purchase agreement, and additionally claims that with respect to an amount of $610,000 in Employee Retention Credits received by the ~~effective~~Company, that portion representing the credit attributed to the 1st quarterly period of 2021 and the part of the 2nd quarterly period of 2021 prior to the May 4th, 2021 date of sale, should be remitted to him rather than retained by the Company. The Company believes that Mr. Thomas’ complaint is wholly without merit, and the Company is in the process of answering the complaint and considering possible motions and counterclaims.

In May 2023, the RCA licensing agreement was amended and extended with a new expiration date of December ~~30, 2019.~~31, 2027 except for the agreement relating to Computer Monitors & Outdoor Televisions which expires on December 31, 2025. DTI Services LLC agreed to pay the following royalty fees ranging from 2.50% - 3.50% of net sales based on product type with a total minimum annual payment of $550,000 for the year ended 2023, and $600,000 for the year ended 2024, $620,000 for the year ended 2025, $660,000 for the year ended 2026, and $700,000 for the year ended 2027.

~~F - 50~~

~~Lincoln Park Transaction~~

~~On January 16, 2020,~~In May 2023, the Company issued a nine-month $0.2 million note payable to an outside investor with an annual interest rate of 15%, with the proceeds to be used for general corporate purposes.

In May 2023, the Company issued a one-year $0.4 million convertible note payable to an outside investor with an annual interest rate of 12% with the proceeds to be used for general corporate purposes. In connection with this convertible note payable, the Company issued 13,750 restricted shares of Class A Common Stock to the investor as additional consideration for the purchase of the note and 196,250 restricted shares of Class A Common Stock, which shall be returned to the Company if timely repayments are made against the note.

Morris had a revolving line of credit totaling $2.5 million that was scheduled to expire on May 31, 2023. In June 2023, Morris entered into a ~~transaction (the “Lincoln Park Transaction”) consisting~~Forbearance agreement with its banking partner that extended the maturity of ~~a purchase~~the line of credit to July 21, 2023.

In June 2023, Quality Circuit Assembly entered into the third amendment on its loan and security agreement ~~(the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park, pursuant~~that increased the maximum limit to ~~which Lincoln Park has committed~~$7 million from $5 million.

F-70

Up to _______________ shares of Class A common stock

Up to _______________ Common Warrants to purchase upshares of Class A common stock

Up to ~~$10.0 million worth~~_______________ shares of ~~our~~ Class A common stock ~~$0.0001 par value per share (the “Common Stock”). A.G.P./Alliance Global Partners acted as sole placement agent for the offering.~~underlying such Warrants

~~Under the terms and subject~~Up to the conditions of the Purchase Agreement, we have the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to in the aggregate $10.0 million worth of shares of our Common Stock. As an initial purchase on January 17, 2020, Lincoln Park purchased 1,666,666 shares of our Common Stock (the “Initial Purchase Shares”) at a price of $0.15 per share.

~~We issued to Lincoln Park 2,275,086 shares of Common Stock (the “Commitment Shares”) as consideration for its commitment~~____________ Pre-Funded Warrants to purchase shares of ~~Common Stock under the Purchase Agreement.~~

~~Conversion of Amounts Owing into Class B Common Stock~~

In January 2020, five officers and directors of the Company converted $603,448 owed to them as salaries and commissions into 4,022,983 shares of the Company’s Class B Common stock. The conversion price was $0.15 per share, the closing price of the Company’s Class A common stock ~~on January 7, 2020, which was when the individuals agreed with the Company~~

And

Up to ~~convert the amounts owing. The Class B common stock converts one share for one share into~~_______________ shares of Class A common ~~stock, so~~Stock underlying Warrants to Be Offered by the ~~Class A common stock market price was used as the conversion price.~~

Selling Stockholders

~~Loans~~

Subsequent to September 30, 2019, the Company entered into two secured merchant loan agreements totaling to $900,000 with weekly payments of $41,645 totaling to $1,259,400. The Company also entered into a convertible note amounting to $200,000 with a conversion price of $0.15 per share, annual interest of 15% and a term of 1 year.

~~F - 51~~

~~ALPINE 4 TECHNOLOGIES LTD.~~

~~14,000,000 SHARES OF CLASS A COMMON STOCK~~

~~TO BE SOLD BY LINCOLN PARK CAPITAL FUND, LLC~~

PROSPECTUS

August ___ 2023

~~FEBRUARY ___ 2020~~

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:

Nature of Expense:
Amount
SEC Registration Fee
$ 141
*
Accounting fees and expenses
$ 30,000
*
Legal fees and expenses $ 30,000 *
Miscellaneous $ 5,000 *
Total
$ 65,141
*
*Estimated


Nature of Expense:	Amount
SEC Registration Fee	$	*
Accounting fees and expenses	$	*
Legal fees and expenses	$	*
Miscellaneous	$	*
Total	$	*

_________________

*Estimated

In addition to these expenditures, Alpine 4 will pay the expenses associated with the distribution of the common stock, including the fees of our transfer agent. Those expenses are estimated to be approximately $10,000.

Item 14. Indemnification of Directors and Officers; Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect to any claim issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any such action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith; that the indemnification provided for by Section 145 shall not be deemed exclusive of any other rights which the indemnified party may be entitled; that indemnification provided by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance

II-1

on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 145.

Section 102(b)(7) of the General Corporation Law or the State of Delaware provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of the director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

Article Tenth of Alpine 4’s Charter provides that, “to the fullest extent permitted by the Delaware General Corporation Law, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.”

Article XI, Section 1(a) of Alpine 4’s Bylaws further provides that “Each person who was or is made a party or is threatened to be made a party or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation…shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended.”

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, Alpine 4 has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities.

Issuances in ~~2020~~

2023

In ~~2020 through February 10, 2020, the Company issued an aggregate of 5,956,946~~January 2023, a certain shareholder converted 11,417 shares of ~~its restricted~~Class C common stock for 11,417 shares of Class A common ~~stock for note conversions.~~

~~In January 2020, five officers and directors of the Company converted $603,448 owed to them as salaries and commissions into 4,022,983 shares of the Company’s Class B Common~~ stock. The conversion price was $0.15 per share, the closing price of the Company’s Class A common stock on January 7, 2020, which was when the individuals agreed with the Company to convert the amounts owing. The Class B common stock converts one share for one share into Class A common stock, so the Class A common stock market price was used as the conversion price.

The shares of Class A ~~and Class B~~ common stock referenced above that were issued ~~during 2020~~in January 2023 were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

~~Issuances in 2019~~

~~During the quarter ended March 31, 2019, the Company issued 1,670,000 shares of its restricted Class A common stock for note conversions.~~

~~During the quarter ended June 30, 2019, the Company issued 33,975,924 shares of its restricted Class A common stock for note conversions.~~

~~During the quarter ended September 30, 2019, the Company issued 32,956,827 shares of its restricted Class A common stock for note conversions; and issued 200,000~~In April 2023, a certain shareholder converted 1.3 million shares of Class B common stock and ~~2,772,606~~1 share of Class B preferred stock for 1,300,001 shares of Class CA common ~~stock to officers, directors, and employees for services rendered.~~

stock.

The shares of Class A ~~Class B, and Class C~~ common stock referenced above that were issued ~~during 2019~~in April 2023 were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

~~Issuances in 2018~~

~~Issuance of Convertible Notes~~

~~On January 5, 2018,~~In May 2023, the Company ~~entered into a variable convertible note for $64,000. The note is due July 5, 2018 and bears interest at 10% per annum. The note is immediately convertible into the Company’s~~issued 13,750 restricted shares of Class A common stock ~~at a discount of 35%~~ to ~~the average of the three lowest trading closing prices of the stock~~an investor as additional consideration for the ~~ten days prior to conversion. As~~purchase of ~~the date of this filing this note has been paid off.~~

~~On April 3, 2018, the Company entered into~~ a ~~variable~~ convertible note ~~with an unrelated lender for $85,000. The note is due January 2, 2019~~ and ~~bears interest at 10% per annum. The note is immediately convertible into~~196,250 restricted shares of ~~the Company’s~~ Class A common stock, ~~at a discount of 35%~~which shall be returned to the ~~average of~~Company if timely repayments are made against the ~~three lowest trading closing prices of the stock for ten days prior to conversion. As of the date of this filing this note has been paid off.~~convertible note.

~~On March 13, 2018, the Company entered into a variable convertible note with an unrelated lender for $128,000.~~ The ~~note is due December 18, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible into~~ shares of ~~the Company’s~~ Class A common stock ~~at a discount of 40% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. As of the date of this filing this note has been paid off.~~

On April 9, 2018, the Company entered into a variable convertible note for $124,199. The note is due January 9, 2019 and bears interest at 12% per annum. After 180 days, the note is convertible to the Company’s Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for the ten days prior to conversion. As of the date of this filing this note has been paid off.

On April 9, 2018, the Company entered into a variable convertible note for $37,800. The note is due January 9, 2019 and bears interest at 12% per annum. After 180 days, the note is convertible to the Company’s Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for the ten days prior to conversion.

~~The convertible notes~~referenced above that were issued ~~between January and April 2018~~in May 2023 were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

~~Convertible Notes~~

~~On October 4, 2017,~~In June 2023, the Company ~~entered into~~issued a senior convertible promissory note, ~~with an unrelated lender for $60,000 with net proceeds~~a warrant to purchase up to 200,000 shares of ~~$55,000. The note is due July 4, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible to the Company's~~ Class A common stock, ~~at a discount~~and 1,267,400 shares of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from October 5, 2017. The prepayment penalty is equal to 20% to 25% of the outstanding note amount depending on when prepaid. As of the date of this filing this note has been paid off.

On October 11, 2017, the Company entered into a convertible note with an unrelated lender for $58,500 with net proceeds of $55,500. The note is due July 20, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible to the Company's Class A common ~~stock at a discount of 38% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion.~~stock. The Company ~~can prepay the convertible note~~also issued a Finder warrant to purchase up to ~~180 days from October 11, 2017. The prepayment penalty is equal to 10% to 27%~~3,579 shares of ~~the outstanding note amount depending on when prepaid. As of the date of this filing this note has been paid off.~~

~~On November 2, 2017, the Company entered into a variable convertible note with unrelated 3~~^rd ~~party for $115,000 with net proceeds of $107,000. The note is due May 2, 2018 and bears interest at 10% per annum. The note is immediately convertible to the Company's~~ Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from November 2, 2017 with a $750 prepayment penalty. As of the date of this filing this note has been paid off.stock.

II-1

~~On November 1, 2017,~~The securities referenced above that were issued in contemplation of entering into the November 2, 2017 note, the Company released 150,000 shares of the 500,000 returnable shares (see Note 8 – Other items Related to Equity). The shares were consideration for the second note dated November 2, 2017, and as such will be accounted for as a discount associated with that note.

~~On November 28, 2017, the Company entered into a variable convertible note with unrelated third party for $105,000. The note is due~~ June 15, 2018 and bears interest at 10% per annum. The note is immediately convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from November 28, 2018 with a $750 prepayment penalty. As of the date of this filing this note has been paid off.

~~The convertible notes issued between October and December 2017~~2023 were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

Issuance in 2022

~~Other Equity transaction~~

On November 1, 2017, the Company entered into an agreement with the investor relations firm RedChip Companies Inc. ("RedChip"). The agreement is for six months with a review after 90 days. The Company will pay RedChip $2,500 per month for months 1-3 and $5,000 per month for months 4-6. For the first 90 days of serviceIn January 2022, the Company issued ~~275,000~~72,152 shares of ~~the Company's~~ Class A common stock for no additional consideration upon conversion of 10,149 shares ~~which are restricted pursuant to the provisions~~ of ~~Rule 144. For the second 90 days~~Series C Preferred Stock and 78,674 shares of ~~service the Company will issue 125,000~~Series D Preferred Stock.

The shares ~~for the Company's~~of Class A common ~~shares which are restricted pursuant to~~stock issued upon conversion of the ~~provisions of Rule 144.~~

~~The shares of~~Series C and Series D Preferred Stock into Class A common stock were issued ~~and will be~~ without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

~~Issuance~~In March 2022, the Company issued 39,386 shares of ~~Equity Securities~~Class A common stock to management in ~~Venture West/Horizon Transaction~~

In connection with the acquisition of ~~Venture West Energy~~DTI Services (“VWES”) (formerly Horizon Well Testing, L.L.C.), described in more detail above under “Recent Developments,” Alpine 4 purchased all of the outstanding stock of VWES (the “VWES Stock”) from Alan Martin (the “Seller”). Limited Liability Company.

The purchase price paid by Alpine 4 for the VWES Stock consisted of cash, a note, a convertible note, and securities consideration. The “Cash Consideration” paid was $2,200,000. The “Note” consisted of a secured note in the amount of $300,000, secured by a subordinated security interest in the assets of VWES . The Note bears interest at 1% and will be payable in full by April 30, 2017. The “Convertible Note” consisted of a secured convertible note in the amount of $1,500,000, secured by a subordinated security interest in the assets of VWES . The VWES Seller has the opportunity to convert the Convertible Note into shares of Alpine 4’s Class A common stock at a conversion price of $8.50 after a restricted period according to securities laws. The Convertible Note bears interest at 5% and is payable in full with a balloon payment on the 18-month anniversary of the closing date of the transaction with no monthly payments. The “Securities” consisted of two components, an aggregate of 379,403 shares of Alpine 4’s Class A common stock issued to the Seller, and a warrant to purchase an additional 75,000 shares of Class A common ~~stock.~~

The Note, the Convertible Note, and the Securities was issued to the Seller pursuant to a share exchange agreement with the Seller, in which the Seller made certain representations and warranties, includingstock referenced above that he was an accredited investor, that he was acquiring the securities for his own account and not for the account of another, that he was acquiring the securities for investment purposes and not with a view to distribute the securities acquired, and that he had sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Company. As such, the securities were issued ~~to the Seller~~in 2022, were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder. ~~The VWES transaction did not involve a public offering.~~

~~Stock Options to Employees~~

On April ~~7, 2017,~~29, 2022, the Company issued ~~741,500 options to purchase~~171,850 shares of ~~the Company’s~~ Class A common stock ~~to 34 employees and consultants~~at a value of the Company. The options were issued pursuant to the Company’s 2016 Stock Option and Stock Award Plan (the “Plan”). The options granted vest and the exercise price of the options granted was $0.90, which was the last closing bid price of the Company’s common stock$132,325 as ~~traded on the OTC QB Market..~~

employee compensation.

~~On April 10, 2018, the Company issued 85,000 options to purchase~~The shares of ~~the Company’s~~ Class A common stock ~~to APF employees. The options~~referenced above that were issued pursuant to the Plan. The options granted vest and the exercise price of the options granted was $0.10, which was the last closing bid price of the Company’s common stock as traded on the OTC QB Market. The options vest quarterly over four years.

~~On May 16, 2018, the Company issued 704,000 options to purchase shares of the Company’s Class A common stock to VWES employees. The options~~in 2022, were issued pursuant to the Plan. The options granted vest and the exercise price of the options granted was $0.05, which was the last closing bid price of the Company’s common stock as traded on the OTC QB Market. The options vest quarterly over four years.

On December 31, 2018, the Company issued 275,000 options to purchase shares of the Company’s Class A common stock to two employees. The options were issued pursuant to the Plan. The options granted vest and the exercise price of the options granted was $0.05, which was the last closing bid price of the Company’s common stock as traded on the OTC QB Market. The options vest quarterly over four years.

The Company provided to each of the recipients of the Options copies of the Company’s public filings including the financial information and other disclosures about the Company. The options were issued to the recipients without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

During May and June 2022, the Company issued 76,119 shares of Class A common stock for cash of $55,144 in connection with a registered at-the-market offering (the "ATM Offering").

The ~~issuance~~shares of Class A common stock referenced above that were issued in 2022, were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the ~~options did not involve a public offering~~1933 Act and the rules and regulations promulgated thereunder.

In July 2022, the Company issued 60,600 shares of Class A common stock for cash of $42,318 in connection with its ATM offering.

The shares of Class A common stock referenced above that were issued in 2022, were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the ~~Company’s securities.~~1933 Act and the rules and regulations promulgated thereunder.

In August 2022, certain investors exercised 1,449,276 warrants at an exercise price of $0.69, for net proceeds of $1,000,000.

The shares of Class A common stock referenced above that were issued in 2022, were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

In September 2022, certain shareholders converted 37,500 shares of Class C common stock for 37,500 shares of Class A common stock.

In October 2022, certain shareholders converted 201,806 shares of Class C common stock for 201,806 shares of Class A common stock.

II-1

In November 2022, certain shareholders converted 22,662 shares of Class C common stock for 22,662 shares of Class A common stock.

Issuances in 2021

In January 2021, the Company issued 1,432,244 shares of Series D Preferred Stock in connection with the Vayu (US) merger transaction.

The shares of Series D Preferred Stock issued in connection with the Vayu (US) merger transaction were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

For the year ended December 31, 2021, the Company issued an aggregate of 7,384,018 shares of its restricted Class A common stock for convertible debt of $1,886,896.

The shares of Class A common stock referenced above that were issued in 2021, were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

In May 2021, the Company issued 281,223 shares of Class A common stock in connection with the TDI acquisition.

The shares of Class A common stock issued in connection with the TDI acquisition were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

In May 2021, the Company issued 361,787 shares of Class A common stock in connection with the Alt Labs acquisition.

The shares of Class A common stock issued in connection with the Alt Labs acquisition were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On April 30, 2021, the Company issued 1,617,067 shares of Class A common stock upon conversion of shares of Class C common stock by the holder of the Class C common stock.

The shares of Class A common stock issued upon conversion of the Class C common stock into Class A common stock were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On May 17, 2021, the Company issued 350,000 shares of Class A common stock upon conversion of shares of Class B common stock by the holder of the Class B common stock.

On November 15, 2021, the Company issued 125,000 shares of Class A common stock upon conversion of shares of Class B common stock by the holder of the Class B common stock.

The shares of Class A common stock issued upon conversion of the Class B common stock were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

II-2

On October 20, 2021, in connection with the purchase of the outstanding securities of Identified Technologies Corporation, the Company issued 888,881 shares of its Class A common stock.

The shares of Class A common stock issued in connection with the Identified Technologies Corporation acquisition were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On November 1, 2021, the Company issued 2,409,258 shares of Class A common stock for no additional consideration upon conversion of 1,704,137 shares of Series C Preferred Stock and 1,353,570 shares of Series D Preferred Stock.

The shares of Class A common stock issued upon conversion of the Series C and Series D Preferred Stock into Class A common stock were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On November 29, 2021, the Company issued 1,803,279 shares of Class A common stock in connection with the Elecjet acquisition.

The shares of Class A common stock issued in connection with the Elecjet acquisition were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On December 9, 2021, in connection with the acquisition of DTI Services Limited Liability Company, the Company issued 1,587,301 shares of its Class A common stock and 396,825 warrant shares.

The shares of Class A common stock issued in connection with the DTI Services Limited Liability Company acquisition were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On December 20, 2021, the Company issued 100,000 shares of Class A common stock in connection with the Horizon legal proceedings.

The shares of Class A common stock issued in connection with the Horizon legal proceedings were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

On December 29, 2021, the Company issued 99,018 shares of Class A common stock to management in connection with the acquisition of DTI Services Limited Liability Company.

The additional shares of Class A common stock issued in connection with the DTI Services Limited Liability Company acquisition were issued without registration under the 1933 Act in reliance on Section 4(a)(2) of the 1933 Act and the rules and regulations promulgated thereunder.

Item 16. ~~Undertakings~~
Exhibits and Financial Statement Schedules.

The Exhibits to this registration statement are listed on the exhibit index, which appears elsewhere herein and is incorporated herein by reference.

	~~(a)~~	~~The undersigned registrant hereby undertakes that, for purposes~~
Exhibit Number			Description
3.1			Certificate of ~~determining any liability under the Securities Act~~Incorporation of ~~1933, each filing~~Alpine 4 Automotive Technologies Ltd. (incorporated by reference to Exhibit 3.1 to Alpine 4’s Registration Statement on Form 10, filed May 8, 2014).
3.2			Certificate of Amendment to Certificate of Incorporation , dated June 27, 2014 (incorporated by reference to Exhibit 3.3 to Alpine 4’s Current Report on Form 8-K filed July 18, 2014).
3.3			Certificate of Amendment to Certificate of Incorporation , dated June 30, 2014 (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed July 18, 2014).
3.4			Second Amended and Restated Certificate of Incorporation , dated August 24, 2015 (incorporated by reference to Exhibit 3.1 to Alpine 4’s Current Report on Form 8-K filed August 27, 2015)

II-3


3.5						Certificate of Amendment of Amended and Restated Certificate of Incorporation , dated December 15, 2017
3.6						By-Laws of Alpine 4 (incorporated by reference to Exhibit 3.2 to Alpine 4’s Registration Statement on Form 10, filed May 8, 2014).
3.7						Series C Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed November 17, 2020).
3.8						Series D Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed January 4, 2021).
3.9						Certificate of Amendment to Certificate of Incorporation (Name Change) filed February 5, 2021 (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed February 8, 2021).
3.10						Certificate of Amendment to Certificate of Incorporation filed May 12 , 202 3 (incorporated by reference to Exhibit 3.1 to Alpine 4’s Current Report on Form 8-K filed May 12, 2023).
4.1						Form of Placement Agent Warrant (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed February 12, 2021).
4.2						Form of Investor Warrant (incorporated by reference to Exhibit 4.1 to Alpine 4’s Current Report on Form 8-K filed November 24, 2021).
4.3						Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to Alpine 4’s Current Report on Form 8-K filed November 24, 2021).
4.4						Mast Hill Fund, L.P. Warrant
4.5						JH Darbie Finder Warrant
4.6						Armistice Capital Master Fund, Ltd. Warrant - July 2022 (incorporated by reference to Exhibit 4.1 to Alpine 4’s Current Report on Form 8-K filed on July 13, 2022).
4.7						Armistice Capital Master Fund, Ltd. Warrant - November 2021 (incorporated by reference to Exhibit 4.2 to Alpine 4’s Current Report on Form 8-K filed on November 24, 2021).
4.8*						Form of Common Stock Purchase Warrant
4.9*						Form of Pre-Funded Warrant
5.1*						Opinion of Kirton McConkie, P.C. regarding validity of the ~~registrant’s annual report pursuant~~shares of Alpine 4 Holdings, Inc., Class A Common Stock being registered hereunder.
10.1						Purchase Agreement, dated effective January 16, 2020, by and between Alpine 4 Technologies Ltd. and Lincoln Park Capital Fund, LLC (incorporated by reference to ~~Section 13(a) or Section 15(d)~~the Company’s Current Report filed with the SEC on January 23, 2020)
10.2						Registration Rights Agreement, dated effective January 16, 2020, by and between Alpine 4 Technologies Ltd. and Lincoln Park Capital Fund, LLC (incorporated by reference to the Company’s Current Report filed with the SEC on January 23, 2020)
10.3						FPCD Note - $350,000 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)
10.4						FPCD Note - $600,000 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)
10.5						Note Amendment – #1 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)
10.6						Note Amendment - # 2 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)
10.7						FPCD Note - $137,870.48 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)
10.8						Note Amendment - $180,000 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)
10.9						APF Securities Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2018)
10.10						Secured Promissory Notes (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2018)
10.11						Secured Convertible Notes (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2018)
10.12						Security Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2018)

II-1


10.13						Consulting Services Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2018)
10.14						Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 24, 2020)
10.15						Secured Promissory Note - $2,300,000 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 24, 2020)
10.16						Security Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 24, 2020)
10.17						Amendment to Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 24, 2020)
10.18						Impossible Aerospace Consultant Agreement dated November 13, 2020 (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed November 17, 2020).
10.19						RSU Agreement dated November 13, 2020 (incorporated by reference to Exhibit 10.2 to Alpine 4’s Current Report on Form 8-K filed November 17, 2020).
10.20						Vayu (US) Employment Agreement dated December 29, 2020 (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed January 4, 2021).
10.21						RSU Agreement dated December 29, 2020 (incorporated by reference to Exhibit 10.2 to Alpine 4’s Current Report on Form 8-K filed January 4, 2021).
10.22						Form of Securities Purchase Agreement (AGP Transaction) (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed February 12, 2021).
10.23						Form of Placement Agent Agreement (incorporated by reference to Exhibit 10.2 to Alpine 4’s Current Report on Form 8-K filed February 12, 2021).
10.24						Class A Common Stock Sales Agreement, dated March 8, 2022, between the ~~Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant~~Company and A.G.P. (incorporated by reference to ~~Section 15(d) of the Securities Exchange Act of 1934) that is~~ Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed March 9, 2022
10.25						Membership Interest Purchase Agreement for DTI Transaction, dated December 9, 2021 (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed December 15, 2021)
10.26						Placement Agent Agreement between the Company and A.G.P., dated November 22, 2021 (incorporated by reference to Exhibit 10.2 to Alpine 4’s Current Report on Form 8-K filed November 24, 2021)
10.27						Securities Purchase Agreement between the Company and the Purchasers named therein, dated as of November 22, 2021 (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed November 24, 2021)
10.28						Membership Interest Purchase Agreement for Alt Labs Transaction, dated May 4, 2021 (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed May 10, 2021)
10.29						Membership Interest Purchase Agreement for RCA Transaction (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed December 15, 2021)
10.30						Class A Common Stock Sales Agreement (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed March 9, 2022)
10.31						Unmanned Aerial Vehicles Supply Agreement (incorporated by reference to Exhibit 10.1 to Alpine 4’s Current Report on Form 8-K filed October 28, 2022)
10.32						Mast Hill Securities Purchase Agreement
10.33						Mast Hill Registration Rights Agreement
10.34						Mast Hill Senior Promissory Note
10.35						Mast Hill Finder Agreement
10.36						Kent Wilson Employment Agreement (February 2021)
10.37						Kent Wilson Employment Agreement Amendment (November 2021)
10.38						Jeffrey Hail Employment Agreement (February 2021)
10.39						Alan Martin Settlement Agreement
10.40						Ian Kantrowitz Original Note
10.41						Ian Kantrowitz Extension Renewal Note
10.42						Christoph Jeunot Original Note
10.43						Christoph Jeunot Extension Renewal Note
10.44						Shannon Rigney Original Note

II-2


10.45						Shannon Rigney Extension Renewal Note
10.46						Jeffrey Hail Original Note
10.47						Jeffrey Hail Extension Renewal Note
10.48						Edmond Lew Original Note
10.49						Edmond Lew Extension Renewal Note
10.50						Gabriel Garcia Original Note
10.51						Gabriel Garcia Extension Renewal Note
10.52						Jeffrey Hail Original Note 2
10.53						Jeffrey Hail Extension Renewal Note 2
10.54						Kent Wilson Original Note
10.55						Kent Wilson Extension Renewal Note
10.56*						Form of Placement Agent Agreement
10.57*						Form of Securities Purchase Agreement
10.58*						Form of Lock-Up Agreement
21						Subsidiaries of the Company
23.1						Consent of MaloneBailey, LL P
23.2						Consent of RSM US LLP
23.3*						Consent of Kirton McConkie, P.C. (to be included in the ~~registration statement shall be deemed~~opinion to ~~be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.~~

~~(b)~~

(1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

	~~(2)~~	The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as ~~a part~~Exhibit 5.1 to this registration statement).
24.1						Power of ~~an amendment~~Attorney (included in the signature page to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~(d)~~

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

	~~(e)~~	~~The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the joint proxy statement/prospectus pursuant to Item 4~~original filing of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.Registration Statement).
107
	~~(f)~~	The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. Filing Fee Table

_______________

*To be filed by amendment

Item 17. Undertakings

(a)  The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3)of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)if, in the aggregate, the changes in volume and price represent No more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement.

(iii)To include material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii)and (1)(iii)above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; provided, however, that paragraphs (i), (ii)and (iii)do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the

II-3

Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d)of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that No statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)That, for the purpose of determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report

II-4

pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

SIGNATURES AND POWER OF ATTORNEY FOR ALPINE 4 ~~TECHNOLOGIES LTD.~~

HOLDINGS, INC.

Pursuant to the requirements of the Securities Act of 1933, Alpine 4 ~~Technologies Ltd.~~Holdings, Inc., has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, ~~Arizona, on February 14, 2020.~~Arizona.

ALPINE 4 HOLDINGS, INC.

	~~ALPINE 4 TECHNOLOGIES LTD.~~
Date: August 4, 2023
By:
	~~By:~~ ~~/s/~~/s/ Kent B. Wilson
		Name:	Kent B. Wilson
		Title:	Chief Executive Officer (Principal Executive Officer), President, and Director

Date: August 4, 2023		By:	/s/ Christopher Meinerz
		Name:	Christopher Meinerz
		Title:	Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer) ~~and Director~~

Each person whose signature appears below constitutes and appoints Kent Wilson his true and lawful attorney-in-fact and agent, each with full power of substitution and re-substitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-1, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

II-6

Pursuant to the requirements of the Securities Exchange Act of ~~1933, as amended,~~1934, this ~~registration statement~~report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

~~Signature~~	~~Title~~	~~Date~~


~~/s/~~/s/ Kent B. Wilson	Chief Executive Officer, President, Director			~~February 14, 2020~~August 4, 2023
Kent B. Wilson

/s/ Christopher Meinerz			Chief Financial Officer ~~Director~~		August 4, 2023
							Christopher Meinerz

~~/s/ Scott Edwards~~ /s/ Andy Call			Director		~~February 14, 2020~~August 4, 2023
~~Scott Edwards~~							Andy Call


~~/s/ Charles Winters~~			~~Chairman of the Board~~	~~February 14, 2020~~
~~Charles Winters~~


/s/ Ian Kantrowitz	Director			~~February 14, 2020~~August 4, 2023
Ian Kantrowitz

/s/ Gerry Garcia			Chairwoman of the Board		August 4, 2023
~~/s/ Jeff Hail~~						~~Chief Operating Officer~~	~~February 14, 2020~~Gerry Garcia
~~Jeff Hail~~

~~EXHIBIT INDEX~~

~~Exhibit~~
~~Number~~ /s/ Edmond Lew		~~Description~~ Director	August 4, 2023
		~~Description~~ Director	August 4, 2023	Edmond Lew
~~3.1~~		~~Certificate of Incorporation of Alpine 4 Technologies Ltd. (incorporated by reference to Exhibit 3.1 to Alpine 4’s Registration Statement on Form 10, filed May 8, 2014).~~
/s/ Christophe Jeunot		Director	August 4, 2023
~~3.2~~		Director	August 4, 2023	~~Certificate of Amendment to Certificate of Incorporation, dated June 27, 2014 (incorporated by reference to Exhibit 3.3 to Alpine 4’s Current Report on Form 8-K filed July 18, 2014).~~Christophe Jeunot

~~3.3~~/s/ Jonathan Withem		~~Certificate of Amendment to Certificate of Incorporation, dated June 30, 2014 (incorporated by reference to Exhibit 3.4 to Alpine 4’s Current Report on Form 8-K filed July 18, 2014).~~Director	August 4, 2023
			August 4, 2023
~~3.4~~	~~Second Amended and Restated Certificate of Incorporation, dated August 24, 2015 (incorporated by reference to Exhibit 3.1 to Alpine 4’s Current Report on Form 8-K filed August 27, 2015)~~

~~3.5~~	Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated December 15, 2017 (incorporated by reference to the Company’s Definitive Proxy Statement filed with the SEC on October 10, 2017)

~~3.6~~	Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated December 27, 2019 (incorporated by reference to the Company’s Definitive Information Statement filed with the SEC on December 9, 2019)

~~3.7~~	~~Certificate of Designation of Rights and Preferences for Series B Preferred Stock (incorporated by reference to the Company’s Current Report filed with the SEC on November 27, 2019)~~

~~3.8~~	~~By-Laws of Alpine 4 (incorporated by reference to Exhibit 3.2 to Alpine 4’s Registration Statement on Form 10, filed May 8, 2014).~~

~~5.1~~	~~Opinion of Kirton McConkie, P.C. regarding validity of the shares of Alpine 4 Technologies Ltd. Class A common stock being registered hereunder (to be filed by amendment).~~

~~10.1~~	Purchase Agreement, dated effective January 16, 2020, by and between Alpine 4 Technologies Ltd. and Lincoln Park Capital Fund, LLC (incorporated by reference to the Company’s Current Report filed with the SEC on January 23, 2020)

~~10.2~~	Registration Rights Agreement, dated effective January 16, 2020, by and between Alpine 4 Technologies Ltd. and Lincoln Park Capital Fund, LLC (incorporated by reference to the Company’s Current Report filed with the SEC on January 23, 2020)

~~10.3~~	~~FPCD Note - $350,000 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)~~

~~10.4~~	~~FPCD Note - $600,000 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)~~

~~10.5~~	~~Note Amendment – #1 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)~~

~~10.6~~	~~Note Amendment - # 2 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)~~

~~10.7~~	~~FPCD Note - $137,870.48 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)~~

~~10.8~~	~~Note Amendment - $180,000 (incorporated by reference to the Company’s Current Report filed with the SEC on November 25, 2019)~~

~~10.9~~	~~APF Securities Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2018)~~

~~10.10~~	~~Secured Promissory Notes (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2018)~~

~~10.11~~	~~Secured Convertible Notes (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2018)~~

~~10.12~~	~~Security Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2018)~~

~~10.13~~	~~Consulting Services Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2018)~~

21	~~Subsidiaries of the Company~~

~~23.1~~	~~Consent of MaloneBailey, LLC~~

~~23.2~~	~~Consent of Kirton McConkie, P.C. (included in the opinion filed as Exhibit 5.1 to this registration statement) (to be filed by amendment).~~

~~24.1~~	~~Power of Attorney (included in the signature page to the original filing of this Registration Statement).~~Jonathan Withem

II-7

~~Delaware~~	~~3669~~	~~46-5482689~~
Delaware			3669	46-5482689
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)


C. Parkinson Lloyd, Esq						Mark E. Crone, Esq.
Kirton McConkie, P.C.						David Aboudi, Esq.
50 East South Temple Street, Suite 400						Cassi Olson, Esq.
Salt Lake City, UT 84111						The Crone Law Group, P.C.
(801) 328-3600						420 Lexington Avenue, Suite 2446
						New York, NY 10170
						(646) 861-7891


Large accelerated filer	◻☐	Accelerated filer	◻☐
Non-accelerated filer	⌧☒	Smaller reporting company	⌧☒
Emerging Growth Company	⌧☒

Title of Each Class of Securities to be Registered		Amount to be Registered				Proposed Maximum Offering Price Per Share				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Class A Common stock, par value $0.0001 per share			14,000,000	(1)		$	0.0773			$	1,082,200	(2)		$	141



PRELIMINARY PROSPECTUS	SUBJECT TO COMPLETION	DATED ~~FEBRUARY ___, 2020~~August 4, 2023

	~~Page~~
		Page
~~Prospectus Summary~~ SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		4 iii
PROSPECTUS SUMMARY		1
~~Risk Factors~~ RISK FACTORS		9 7
USE OF PROCEEDS		34
~~Cautionary Note Regarding Forward Looking Statements~~ M ARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT ’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		16 35
BUSINESS		36
~~Determination of Market Price~~ PROPERTIES		17 48
LEGAL PROCEEDINGS		49
~~Use of Proceeds~~ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		17 51
MANAGEMENT		57
~~Dividend Policy~~ EXECUTIVE COMPENSATION		18 63
BENEFICIAL OWNERSHIP OF SECURITIES		66
~~Lincoln Park Transaction~~ CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		18 68
DESCRIPTION OF SECURITIES		70
~~Dilution~~ PLAN OF DISTRIBUTION		21 76
SHARES TO BE OFFERED BY THE SELLING STOCKHOLDER		79
~~Market Price of Common Equity and Related Stockholder Matters~~ PLAN OF DISTRIBUTION – SELLING STOCKHOLDER		22 82
LEGAL MATTERS		83
~~Business~~ EXPERTS		23 83
WHERE YOU CAN FIND MORE INFORMATION		83
~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		27

~~Management~~	34

~~Security Ownership of Certain Beneficial Owners and Management~~	37

~~Certain Relationships and Related Transactions~~	38

~~Description of Securities~~	39

~~Selling Stockholder~~	44

~~Plan of Distribution~~	45

~~Legal Matters~~	46

~~Experts~~	46

~~Where You Can Find More Information~~	46

~~Index to Financial Statements~~	~~F-1~~ F-1

Assumed Average Purchase Price Per Share		Number of Registered Shares to be Issued if Full Purchase ⁽¹⁾		Percentage of Outstanding Shares After Giving Effect to the Issuance to Lincoln Park ⁽²⁾			Gross Proceeds from the Sale of Shares to Lincoln Park Under the Purchase Agreement
$	0.0500		10,058,248		8.33	%	$	502,912.40
$	0.0756		10,058,248		8.33	%	$	760,403.55
$	0.25		10,058,248		8.33	%	$	2,514,562.00
$	0.50		10,058,248		8.33	%	$	5,029,124.00
$	0.75		10,058,248		8.33	%	$	7,543,686.00
$	1.00		9,750,000		8.10	%	$	9,750,000.00

	2020						2019						2018
	High			Low			High			Low			High			Low

First Quarter		$	0.21		$	0.074		$	0.06		$	0.02		$	0.34		$	0.112
Second Quarter								$	0.091		$	0.006		$	0.19		$	0.050
Third Quarter								$	0.037		$	0.008		$	0.18		$	0.06
Fourth Quarter								$	0.44		$	0.013		$	0.115		$	0.05

	Year Ended December 31, 2018			Year Ended December 31, 2017			$ Change

Revenue	$	14,261,794		$	8,318,016		$	5,943,778
Cost of revenue		9,440,998			5,907,421			3,533,577
Gross Profit		4,820,796			2,410,595			2,410,201

Operating expenses:
General and administrative expenses		5,470,148			2,814,111			2,656,037
Total operating expenses		5,470,148			2,814,111			2,656,037
Loss from operations		(649,352	)		(403,516	)		(245,836	)

Other expenses
Interest expense		3,121,201			1,262,493			1,858,708
Change in value of derivative liabilities		(604,219	)		126,054			(730,273	)
Gain on extinguishment of debt		(6,305	)		0			(6,305	)
Other (income)		(119,737	)		(246,895	)		127,158
Total other expenses		2,390,940			1,141,652			1,249,288

Loss before income tax		(3,040,292	)		(1,545,168	)		(1,495,124	)

Income tax expense		(43,399	)		(258,392	)		214,993

Loss from continuing operations		(2,996,893	)		(1,286,776	)		(1,710,117	)

Discontinue operations		(4,911,124	)		(1,710,644	)		(3,200,480	)

Net loss	$	(7,908,017	)	$	(2,997,420	)	$	(4,910,597	)

	Years Ended
	December 31,			December 31,
	2018			2017
Revenue	$	3,040,458		$	1,773,474
Cost of revenue		2,974,313			2,288,815
Gross Profit		66,145			(515,341	)
Operating expenses		5,045,078			890,856
Loss from operations		(4,978,933	)		(1,406,197	)
Other income (expenses)		67,809			(304,447	)
Net loss	$	(4,911,124	)	$	(1,710,644	)

	Three Months Ended September 30, 2019			Three Months Ended September 30, 2018			$ Change

Revenue	$	7,088,182		$	4,342,203		$	2,745,979
Cost of revenue		5,311,323			2,119,913			3,191,410
Gross Profit		1,776,859			2,222,290			(445,431	)

Operating expenses:
General and administrative expenses		1,739,867			2,387,092			(647,225	)
Total operating expenses		1,739,867			2,387,092			(647,225	)
Income (loss) from operations		36,992			(164,802	)		201,794

Other income (expenses)
Interest expense		698,844			701,114			(2,270	)
Change in value of derivative liabilities		(3,389,116	)		1,012,743			(4,401,859	)
Other (income)		(77,918	)		(55,949	)		(21,969	)
Total other income (expenses)		(2,768,190	)		1,657,908			(4,426,098	)

Loss before income tax		2,805,182			(1,822,710	)		4,627,892

Income tax expense		-			-			-

Income (loss) from continuing operations		2,805,182			(1,822,710	)		4,627,892

Discontinue operations		-			(1,051,916	)		1,051,916

Net income (loss)	$	2,805,182		$	(2,874,626	)	$	5,679,808

	Three Months Ended September 30,
	2019		2018
Revenue	$	-	$	452,966
Cost of revenue		-		369,222
Gross Profit		-		83,744
Operating expenses		-		1,169,913
Loss from operations		-		(1,086,169	)
Other income (expenses)		-		34,253
Net loss	$	-	$	(1,051,916	)

	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018			$ Change

Revenue	$	20,690,014		$	10,570,032		$	10,119,982
Cost of revenue		15,542,194			6,478,090			9,064,104
Gross Profit		5,147,820			4,091,942			1,055,878

Operating expenses:
General and administrative expenses		5,509,996			4,255,035			1,254,961
Total operating expenses		5,509,996			4,255,035			1,254,961
Loss from operations		(362,176	)		(163,093	)		(199,083	)

Other expenses
Interest expense		2,736,968			1,642,562			1,094,406
Change in value of derivative liabilities		689,369			766,718			(77,349	)
Gain on extinguishment of debt		-			(6,305	)		6,305
Other (income)		(206,681	)		(173,608	)		(33,073	)
Total other expenses		3,219,656			2,229,367			990,289

Loss before income tax		(3,581,832	)		(2,392,460	)		(1,189,372	)

Income tax expense		-			-			-

Loss from continuing operations		(3,581,832	)		(2,392,460	)		(1,189,372	)

Discontinue operations		2,419,849			(1,720,538	)		4,140,387

Net loss	$	(1,161,983	)	$	(4,112,998	)	$	2,951,015

	Nine Months Ended September 30,
	2019			2018
Revenue	$	-		$	2,938,441
Cost of revenue		-			2,489,273
Gross Profit		-			449,168
Operating expenses		95,179			2,267,843
Loss from operations		(95,179	)		(1,818,675	)
Other income (expenses)		-			98,137
Net loss	$	(95,179	)	$	(1,720,538	)

	Payments due by Period
	Less than One Year		One to Three Years		Three to Five Years		More Than Five Years		Total
Capital lease obligations		817,181		1,685,667		1,740,779		8,763,471		13,007,098
Operating lease obligations		274,118		573,154		-		-		847,272
Notes payable, related parties		132,000		-		-		-		132,000
Notes payable, non-related parties		3,645,603		4,450,566		66,875		-		8,163,044
Convertible notes payable		3,587,587		450,000		-		-		4,037,587
Total		8,456,489		7,159,387		1,807,654		8,763,471		26,187,001

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)			(c)
Equity compensation plans approved by security holders		1,790,000		$	0.19		210,000
Equity compensation plans not approved by security holders
Total		1,790,000		$	0.19		210,000

Selling Stockholder		Shares Beneficially Owned Before this Offering				Percentage of Outstanding Shares Beneficially Owned Before this Offering				Shares to be Sold in this Offering				Percentage of Outstanding Shares Beneficially Owned After this Offering
Lincoln Park Capital Fund, LLC (1)			3,941,752(2	)			3.56	%(3)			14,000,000	(4)			*(5	)

	Years Ended December 31,
	2018			2017

Revenue	$	14,261,794		$	8,318,016
Cost of revenue		9,440,998			5,907,421
Gross Profit		4,820,796			2,410,595

Operating expenses:
General and administrative expenses		5,470,148			2,814,111

Total operating expenses		5,470,148			2,814,111
Loss from operations		(649,352	)		(403,516	)

Other expenses
Interest expense		(3,121,201	)		(1,262,493	)
Change in value of derivative liability		604,219			(126,054	)
Gain on extinguishment of debt		6,305			-
Other income		119,737			246,895
Total other expenses		(2,390,940	)		(1,141,652	)

Loss before income tax		(3,040,292	)		(1,545,168	)

Income tax (benefit)		(43,399	)		(258,392	)

Loss from continuing operations		(2,996,893	)		(1,286,776	)

Discontinued operations:
Loss from discontinued operations		(4,911,124	)		(1,710,644	)
Total discontinued operations		(4,911,124	)		(1,710,644	)

Net loss	$	(7,908,017	)	$	(2,997,420	)

Weighted average shares outstanding :
Basic		28,447,969			23,858,031
Diluted		28,447,969			23,858,031

Basic and Diluted Loss per shares
Continuing operations	$	(0.11	)	$	(0.06	)
Discontinued operations		(0.17	)	$	(0.07	)
	$	(0.28	)		(0.13	)

									Additional						Total
	Class A Common Stock				Class B Common Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance, December 31, 2016		21,474,481	$	2,148		1,600,000	$	160	$	16,228,106		$	(17,436,455	)	$	(1,206,041	)

Issuance of shares of common stock for cash		132,209		13						39,987						40,000
Issuance of shares of common stock to consultants for services		578,640		57						62,027						62,084
Issuance of shares of common stock for convertible note payable and accrued interest		886,757		89						99,484						99,573
Issuance shares for discount on convertible note payable		150,000		15						16,485						16,500
Reclassification of derivative liability										(252,633	)					(252,633	)
Derivative liability resolution										222,099						222,099
Issuance of warrants for acquisition of VWES										40,941						40,941
Share-based compensation expense										87,136						87,136
Beneficial conversation feature associated with convertible notes										30,000						30,000
Net loss													(2,997,420	)		(2,997,420	)

Balance, December 31, 2017		23,222,087		2,322		1,600,000		160		16,573,632			(20,433,875	)		(3,857,761	)

Adoption of ASC 606													(178,202	)		(178,202	)
Issuance of shares for discount/inducement on convertible note payable		1,849,999		104						65,910						66,014
Issuance of shares of common stock for modification of debt		100,000		10						14,990						15,000
Issuance of shares of common stock for convertible note payable and accrued interest		1,015,921		101						54,086						54,187
Reclassification of shares from mezzanine		379,403		38						(38	)					-
Change in fair value of warrant modification										4,310						4,310
Shares issued for employee compensation						3,400,000		340		176,460						176,800
Derivative liability resolution										58,018						58,018
Share-based compensation expense										71,223						71,223
Net loss													(7,908,017	)		(7,908,017	)

Balance, December 31, 2018		26,567,410	$	2,575		5,000,000	$	500	$	17,018,591		$	(28,520,094	)	$	(11,498,428	)

Year Ending December 31,
2019			79,960
2020			79,960
2021			79,960
2022			46,361
2023			46,361
Thereafter			344,608
Total			677,210

	2018		2017
Restricted Cash	$	207,311	$	207,311
Deposits		50,927		50,927
Other		32,000		-
	$	290,238	$	258,238

	2018		2017
Notes payable; non-interest bearing; due upon demand; unsecured	$	4,500	$	4,500

Note payable; bearing interest at 8% per annum; due June 30, 2017; unsecured		7,500		7,500

Note payable; bearing at 30% per annum; due March 3, 2018; unsecured		-		11,500

Note payable; bearing at 20% per annum; due April 28, 2018; unsecured		-		20,000

Series of notes payable, bearing interest at rates from 10% to 15% per annum, with maturity dates from April 2018 to July 2018, unsecured		120,000		-

Total notes payable - related parties	$	132,000	$	43,500

	2018		2017
Series of convertible notes payable issued prior to December 31, 2016, bearing interest at rates of 8% - 20% per annum, with due dates ranging from April 2016 through October 2017. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at an exercise price of $1 per share.	$	25,000	$	40,000

Secured convertible notes payable issued to the sellers of QCA on April 1, 2016 for an aggregate of $2,000,000, bearing interest at 5% per annum, due in monthly payments starting on July 1, 2016 and due in full on July 1, 2019. The outstanding principal and interest balances are convertible after 12 months into Class A common stock at the option of the debt holder at a conversion price of $10 per share.		1,654,588		1,827,108

Secured convertible note payable issued to the seller of VWES on January 1, 2017 for an aggregate of $1,500,000, bearing interest at 5% per annum, due in full on July 1, 2018. The outstanding principal and interest balances are convertible after 12 months into Class A common stock at the option of the debt holder at a conversion price of $8.50 per share. The amount was extinguished and replaced by the Amended and Restated Secured Promissory Note (see Note 9).		-		1,500,000

Series of convertible notes payable issued in January 2017, bearing interest at rates of 10% per annum, and due in January 2018. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at an exercise price of $1 per share.		10,000		30,000

On July 18, 2018, the Company entered into a variable convertible note for $88,000 with net proceeds of $88,000. The note is due April 30, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion.		88,000			-

On August 30, 2018, the Company entered into a variable convertible note for $337,500 with net proceeds of $303,750. The note is due February 28, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion.		337,500			-

On September 27, 2018, the Company entered into a variable convertible note for $93,000 with net proceeds of $93,000. The note is due July 15, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion.		93,000			-

On October 23, 2018, the Company entered into a variable convertible note for $220,000 with net proceeds of $198,000. The note is due December 14,2018 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 42% to the average of the two lowest trading closing prices of the stock for ten days prior to conversion.		220,000			-

On November 12, 2018, the Company entered into a variable convertible note for $670,000 with net proceeds of $636,000. The note is due November 12, 2019 and bears interest at 10% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion.		670,000			-

On December 7, 2018, the Company entered into a variable convertible note for $130,000 with net proceeds of $122,200. The note is due September 7, 2019 and bears interest at 12% per annum. The note is immediately convertible into shares of the Company's Class A common stock at a discount of 40% to the lowest trading closing prices of the stock for 20 days prior to conversion.		130,000			-

Total convertible notes payable		4,037,587			4,042,356
Less: discount on convertible notes payable		(942,852	)		(79,630	)
Total convertible notes payable, net of discount		3,094,735			3,962,726
Less: current portion of convertible notes payable		(2,644,735	)		(2,302,620	)
Long-term portion of convertible notes payable	$	450,000		$	1,660,106

Balance outstanding, December 31, 2016	$	2,007,557
Issuance of convertible notes payable for acquisition of VWES		1,500,000
Issuance of convertible notes payable for cash		836,000
Repayment of notes		(219,721	)
Conversion of notes payable to common stock		(88,902	)
Discount from issuance of common stock		(16,500	)
Discount from beneficial conversion feature		(30,000	)
Discount from derivative liabilities		(115,000	)
Amortization of debt discounts		89,292
Balance outstanding, December 31, 2017		3,962,726
Issuance of convertible notes payable for acquisition of APF		450,000
Issuance of convertible notes payable for cash		2,355,950
Issuance for debt discounts		147,341
Extinguishment of convertible note		(1,500,000	)
Repayment of notes		(1,417,133	)
Conversion of notes payable to common stock		(50,133	)
Discount from beneficial conversion feature		(2,282,970	)
Amortization of debt discounts		1,428,954
Balance outstanding, December 31, 2018	$	3,094,735

	2018			2017

Risk free rate		2.38	%		2.38	%
Volatility		200	%		200	%
Expected terms (years)		6.25			6.25
Dividend rate		0	%		0	%

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Options			Price		Life (Years)		Value

Outstanding at December 31, 2016		-		$	0.00
Granted		1,344,000			0.57
Forfeited		(561,750	)		0.77
Outstanding at December 31, 2017		782,250		$	0.42		9.44		$	-
Granted		1,064,000			0.07
Forfeited		(56,250	)		0.81
Exercised		-			0.00
Outstanding at December 31, 2018		1,790,000		$	0.19		9.10		$	-

Vested and expected to vest at December 31, 2018		1,790,000		$	0.19		9.10		$	-

Exercisable at December 31, 2018		391,969		$	0.32		8.67		$	-

			Options Outstanding							Options Exercisable
					Weighted		Weighted					Weighted
					Average		Average					Average
Exercise			Number		Remaining		Exercise			Number		Exercise
Price			of Shares		Life (Years)		Price			of Shares		Price

	$	0.05		979,000		9.38		$	0.05		88,000		$	0.05
		0.10		85,000		9.28			0.10		10,625			0.10
		0.13		388,500		8.59			0.13		145,688			0.13
		0.26		114,000		8.34			0.26		49,875			0.26
		0.90		223,500		8.27			0.90		97,781			0.90
				1,790,000							391,969

	Purchase Allocation
Cash	$	262,384
Accounts Receivable, net		245,833
Property, Plant & Equipment		4,804,458
Intangibles		-
Goodwill		167,845
Accrued Expenses		(25,086	)
Total consideration	$	5,455,434

	Non-Cash
	Consideration
Note payable	$	3,000,000
Common stock		15,000
Warrants		9,142
Land and building		173,396
Total	$	3,197,538

	Purchase Allocation
Accounts receivable	$	945,050
Inventory		675,074
Prepaid expenses and other current assets		250,040
Property and equipment		3,300,000
Goodwill		1,230,100
Accounts payable		(1,234,328	)
Accrued expenses		(154,186	)
Line of credit		(165,000	)
Deferred tax liability		(470,000	)
	$	4,376,750

	Pro Forma Combined Financials (Unaudited)
	Year Ended December 31, 2018				Year Ended December 31, 2017

Revenue		$	15,407,012			$	11,995,811

Net Loss from continuing operations		$	(3,189,893	)		$	(1,649,423	)

Net loss per shares from continuing operations		$	(0.12	)		$	(0.07	)

	2018			2017
Deferred income tax asset
Net operation loss carryforwards	$	2,607,105		$	1,253,964
Total deferred income tax asset		2,607,105			1,253,964
Less: valuation allowance		(2,607,105	)		(1,253,964	)
Total deferred income tax asset	$	-		$	-

	2018			2017

Deferred income tax liabilities:
Book to tax differences in intangible assets			608,304			181,703
Total deferred income tax asset		$	608,304		$	181,703