Item 1A. RISK FACTORS

Other than as described below, there have been no material changes to the risk factors disclosed under the heading "Risk Factors" in our most recent Annual Report on Form 10-K, filed on February 23, 2023.

Risks Related to the Transaction Support Agreement and Related Transactions

If the Exchange Offers contemplated by the Transaction Support Agreement are launched and completed, the holders of the new secured notes offered thereby will have rights that are senior to the rights of holders of our Class A common stock and the documents governing such new secured notes will include certain restrictive covenants.

If the Exchange Offers contemplated by the Transaction Support Agreement are consummated, we expect that in the event of our bankruptcy, dissolution or liquidation, the holders of our New Secured Notes and our other indebtedness would be paid in full before any distributions can be made to the holders of our Class A common stock. As a result of these superior rights relative to our Class A common stock, the right of holders of our Class A common stock to receive distributions from us may be diluted and may be limited. Additionally, we also expect that the indenture governing the New Secured Notes will limit our ability to make certain restricted payments, including dividends, that could also affect the holders of our Class A common stock.

The transactions contemplated by the Transaction Support Agreement may not be consummated as scheduled or at all, and even if such transactions are consummated, we may not achieve their anticipated benefits.

We expect that the completion of the transactions contemplated by the Transaction Support Agreement, if consummated, will enhance its liquidity and reduce its debt. However, transactions contemplated by the Transaction Support Agreement are subject to the satisfaction of certain conditions and the Transaction Support Agreement may be terminated under certain circumstances, including if (i) the Exchange Offers are not launched by August 2, 2023; (ii) the New Secured Notes are not issued pursuant to the Exchange Offers; (iii) we fail to purchase in cash certain 2025 Notes that have been validly tendered and not withdrawn by the date that is no later than five business days after the date upon which the Exchange Offers are closed, (iv) we fail to launch at "at the market" offering or underwritten offering for the New Equity by no later than 8:00 a.m. (prevailing Eastern time) on the third business day following the date of our release of our financial statements for the fiscal quarter ended June 30, 2023; (v) we fail to raise aggregate gross proceeds of at least $350 million of New Equity by the 20th business day after we launch the Exchange Offers; or (vi) any of the Garcia Parties fail fulfill their purchase obligations related to the New Equity. In addition, if the closing date of the transactions contemplated by the Transaction Support Agreement does not occur prior to September 30, 2023, unless such date is extended in accordance with the terms of the Transaction Support Agreement, the Transaction Support Agreement will automatically terminate.

As a result, any or all of the transactions may not be consummated as originally scheduled or at all. Accordingly, we may not be able to realize the expected benefits from these transactions on a timely basis or at all. Even if we are successful in completing the transactions contemplated by the Transaction Support Agreement, we may not realize some or all of the expected benefits from such transactions. We have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the transactions contemplated by the Transaction Support Agreement, and these fees and costs are payable by us regardless of whether such transactions are consummated.

Risks Related to the At-the-Market Offering Program

Holders of our Class A common stock will experience dilution as a result of any shares sold under the "at-the-market offering" program. You may also experience future dilution as a result of future equity offerings, including as the result of any issuance of the New Equity.

We expect to issue additional shares of Class A common stock through our at-the market offering program. We will have discretion, subject to market demand, to vary the timing, prices, and number of shares sold under the Distribution Agreement. Holders of our Class A common stock will experience dilution as a result of the issuance of any shares of Class A common stock under our at-the market offering program. In addition, in order to satisfy our obligation to issue the New Equity or in order to raise additional capital, we may in the future offer additional shares of our Class A common stock or other securities convertible into or exchangeable for our Class A common stock at various prices. Investors purchasing shares or other securities in the future could have rights superior to existing stockholders, and any future equity offerings will result in further dilution for our existing stockholders.

We have broad discretion in how we use the net proceeds from the at-the-market offering program, and we may not use the proceeds effectively or in ways with which our stockholders agree.

We have not designated any portion of the net proceeds from the at-the market offering program to be used for any particular purpose. Our management will have broad discretion as to the application of the net proceeds from the at-the market offering program and could use them for purposes other than those contemplated at the time of the execution of the Distribution Agreement. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase the market price of our Class A common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.