EX-10.33

Exhibit 10.33

Execution Version

INVESTORRIGHTSAGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2024 (the “Effective Date”), by and among MN8 Energy LLC, a Delaware limited liability company (the “Company”), MN8 Energy Holdings LLC, a Delaware limited liability company (“Ultimate Parent Company”), MN8 Energy, Inc., a Delaware corporation (“PubCo”), and WSI Fund II Holdings, LP (f/k/a MN8 Fund II Holdings, L.P.) (“RidgewoodInvestor Member”). The Company, Ultimate Parent Company and PubCo (collectively, “MN8” and MN8 and their respective subsidiaries are herein referred to as “MN8 Entities,” and the Company, Ultimate Parent Company, PubCo and the Ridgewood Investor Member are herein referred to as the “Parties.” Capitalized terms used herein but not defined herein shall have the meaningsassignedtosuchtermsintheFourthAmendedandRestatedLimitedLiabilityCompany Agreement of the Company, dated as of the Effective Date (the “Company LLC Agreement”).

Recitals

WHEREAS,onDecember22,2023,theCompanyenteredintoaPreferred UnitPurchase Agreement (the “Preferred Purchase Agreement”) with the Ridgewood Investor Member and certain other purchasers signatory thereto (collectively, the “Series A Preferred Members”), pursuant to which the Company issued certain Series A Preferred Units in the Company (the “Preferred Units” and together with the Preferred Stock, the “Preferred Securities”) to the Series A Preferred Members; and

WHEREAS,inconnectionwiththeconsummationofthetransactionscontemplatedbythe Preferred Purchase Agreement, on the Effective Date each of the Company, the Ultimate Parent Company, PubCo and the Ridgewood Investor Member are entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties hereto, the Parties hereby agree as follows:

Agreement

Section1.    Covenants.

(a)    Acknowledgement of Ultimate Parent Company LLC Agreement and Operating Company LLC Agreement.The Ultimate Parent Company hereby acknowledges and affirms the rights of the Majority Preferred pursuant to Sections 6.1.3, 6.1.4, 6.3.5, 11.1 and 11.22 of the Ultimate Parent Company Agreement.In addition, the Company, in its capacity as Managing Member of the Operating Company, hereby acknowledges and affirms the rights of the Series A Preferred Members and Common Converted Members pursuant to Articles IV and XI, and Sections 11.1, 11.16, and 11.19, of the Operating Company Agreement.

(b)    TransferDiligenceCooperation.

(i)AtanytimefollowingtheInitialLock-UpPeriod,butinnoeventmorethan one(1)time,theRidgewoodInvestorMembershallhavetheright,inconnectionwithany TransferofSeriesAPreferredUnitspermittedbytheCompanyLLCAgreement(orin

connection with the investigation or consideration of any such potential Transfer), to requiretheCompanybywrittennoticetouseitsreasonableeffortstoreasonablycooperate for180dayswithpotentialacquirers insuchprospectiveTransferbytakingthefollowing actions: (i) attending management meetings of a reasonable number, scope and duration, (ii)(x) assisting in the preparation of no more than one (1) customary confidential information memorandum in the event the Company has any securities listed on any nationally or globally recognized securities exchange or has an effective registration statementonFormS-1or(y)inallotherinstancesnotdescribedinclause(ii)(x),preparing one (1) confidential information memorandum; providedthat no such cooperation by the Companyshallberequired(A)untilsuchacquirerexecutesanddeliverstotheCompany (i)acustomaryconfidentialityagreement,informandsubstancereasonablysatisfactoryto the Managing Member and (ii) a non-reliance agreement under Section1(c), (B) to the extentsuchcooperationwouldunreasonablyinterferewiththenormalbusinessoperations of the Company or any of its Subsidiaries and (C) to the extent the provision of any information would conflict with, or constitute a violation of, any applicable law, or cause a loss of attorney-client, work product or similar right, protection or privilege of the Company orany ofits Subsidiaries; provided, further, that theCompany shall in no event haveanyliabilityfortheaccuracyoftheinformationcontainedintheproprietarymaterials disclosed other than for fraudulent misrepresentation; and provided, further, that the Ridgewood Investor Member shall reimburse the Company for all reasonable and documented third party costs and expenses incurred by the Company in connection with its cooperating under this Section 1(b)(i).

(ii)The Ultimate Parent Company and the Company hereby agree that, if the Ridgewood Investor Member has not exercised the rights set forth in Section1(b)(i)with respect to its Series A Preferred Units prior to an IPO, Section1(b)(i)shall apply to proposed transfers of any Preferred Stock held by the Ridgewood Investor Member in PubCo, mutatis mutandis.

(c)    Non-Reliance. As a condition to the Company’s and PubCo’s obligations under Section1(b)(i)and Section1(b)(ii), each of the Ridgewood Investor Member and any potential acquiror shall execute a non-reliance agreement in a form reasonably acceptable to the Company or PubCo, as applicable, agreeing, in addition to other customary provisions: that information is being provided for information purposes only; that such potential acquiror is responsible to conduct its own due diligence and is not relying on accuracy or completeness of information providedbytheCompanyorPubCo,asapplicable;thatsuchinformationisbeingprovidedwithout representation or warranty of any kind; and that such acquiror will indemnify and hold harmless the Company and/or PubCo, as applicable, for any claims arising out of disclosure or use of information other than claims based on actual (and not constructive) fraud.

(d)    CUSIPCooperation.FromimmediatelypriortotheexpirationoftheInitialLock-Up Period, upon the written request of the Ridgewood Investor Member, the Company shall use its commercially reasonable efforts to cause the Series A Preferred Units held by the Ridgewood Investor Member to be assigned a valid CUSIP number in accordance with the applicable rules andproceduresoftheCUSIPServiceBureau,assoonasreasonablypracticable,butinanyevent, within fifteen (15) days following the receipt by the Company of written request therefor.

(e)    Expense Reimbursement.Other than in connection with an IPO reorganization as describedinSection6.2.3oftheCompanyLLCAgreement,intheeventthattheCompanyrequests the consent of the Series A Preferred Members to amend any organizational documents of the Ultimate Parent Company or any of its Subsidiaries or to enter into any other agreements in connectionwithitsinvestmentintheCompany,theCompanyshallreimbursealloftheRidgewood InvestorMember’sreasonableanddocumentedout-of-pocketfeesincurredinconnectionwiththe review and negotiation of such documentation.

(f)    MFN.

(i)The Company hereby represents and warrants that, on the date hereof, (x) norightsorothertermsareofferedtooragreedwithanyotherSeriesAPreferredMember in its capacity as such, other than those in the Company LLC Agreement; the Ultimate Parent Company Agreement; the Operating Company Agreement; the Preferred Purchase Agreement;theinvestorrightsagreementbyandamongtheCompany,theUltimateParent Company,PubCoandMercuriaCleanEnergyInvestmentsBV,datedasofthedatehereof; and the guarantee issued by Mercuria Energy Group Limited in favor of the Company, dated as of the date hereof (the “Applicable Transaction Documents”); and (y) no obligationof,orrestrictionwithrespectto,anySeriesAPreferredMembersetforthinthe Applicable Transaction Documentshave been waived or modified.

(ii)The Company hereby covenants and agrees from and after the date hereof and for so long as the Ridgewood Investor Member is a Series A Preferred Member or holdsPreferredStock,thatifanyMN8EntityorthePublicEntityintendstoenterintoany othersideletteroragreementofferingmorefavorabletermstoanyotherSeriesAPreferred Member or holder of Preferred Stock in its capacity as such (in addition to those set forth in Applicable Transaction Documents as in existence on the date of the closing of the PreferredPurchaseAgreement),thensuchMN8 EntityorthePublicEntity,asapplicable, shall offer the same terms to the Ridgewood Investor Member. This Section (f)shall not restrict any MN8 Entity or the Public Entity from entering into, or be applicable to, other commercial agreements with any entity that is also a Series A Preferred Member.In addition,noMN8EntityorthePublicEntityshallpermanentlywaive,terminateormodify anyrestrictionson,orobligationof,anySeriesAPreferredMemberorholderofPreferred Stock under any Applicable Transaction Documentwith respect to any term that is also applicable to the Ridgewood Investor Member without offering the same waiver, termination or modification to the Ridgewood Investor Member.The provisions of the precedingsentenceshallnotapplytoanyonetimewaiversormodifications(providedthat such provisions shall apply to any partial or complete waiver of any lock-up with respect tosharesofcommonstockinconnectionwithan IPO,whetherone-timeorpermanent)or toanywaiver,terminationormodificationrequiredtomaintaincompliancewithlaworto avoid adverse regulatory or tax consequences specific to the other Series A Preferred MemberorholderofPreferredStock.AnyoffermadetotheRidgewoodInvestorMember underthisclause(ii)maybeconditioneduponelectiontoacceptwithinareasonableperiod of time following notice of the offer.

(g)    Director Fees.If at any time the Ridgewood Investor Member constitutes the Majority Preferred and may exercise the right of the Majority Preferred to designate a director to

the Ultimate Parent Company Board, such director shall be entitled to compensation consistent with the Company’s other non-employee directors pursuant to the Company’s non-employee compensation program as may be in effect from time to time.

(h)    Exclusivity.IftheMercuriaInvestorMember(asdefinedinthePreferredPurchase Agreement) terminates the Preferred Purchase Agreement as to itself pursuant to Article VIII of the Preferred Purchase Agreement or the Company (as defined in the Preferred Purchase Agreement) terminates the Preferred Purchase Agreement as to itself pursuant to Article VIII of the Preferred Purchase Agreement other than as a result of a breach by the Ridgewood Investor Member, MN8 hereby agrees to a 60-day exclusivity period (the “Exclusivity Period”) commencingontheeffectivedateofsuchtermination,duringwhichtimeneitheranyMN8Entity nor any of their controlled Affiliates, nor any of their respective employees, officers, managers, directors, agents or other representatives, shall directly or indirectly: (1) enter into, offer to enter into, pursue, propose to any third party or facilitate the preparation of offers for or inquiries in respect of any Competing Transaction (as defined below) or any agreement, letter of intent, term sheet or other similar arrangement regarding a Competing Transaction, (2) solicit, encourage, initiateordiscussanyinquiry,proposal,planorofferfromanythirdpartyregardingaCompeting Transaction, or (3) otherwise assist or participate in, or take any action to knowingly facilitate or encourageanyeffortorattemptbyanypersonorgrouptoseekoreffectaCompetingTransaction. “Competing Transaction” means the direct or indirect acquisition by any third party of any preferred equity in the Company or the Operating Company (whether by merger, reorganization, purchase of equity securities or assets or otherwise), other than in connection with sales of PreferredUnitstootheradditionalinvestorsofupto$125million.DuringtheExclusivityPeriod, as the request of the Ridgewood Investor Member, the Company and the Ridgewood Investor Member will discuss in good faith to increase Ridgewood Investor Member’s aggregate investmentamountintheCompanytoanamountuptoanamountequaltotheinvestmentamount committed by the Mercuria Investor Member, otherwise on the same terms as set forth in the Transaction Agreements.

(i)    Mercuria Investor Member Agreements. (A) Within three (3) Business Days following the end of each Quarterly Period and (B) in connection with any consent or approval that is required of the Majority Preferred with respect to any matter submitted to the Majority PreferredforapprovalorconsentpursuanttoSection7.6.1orSection12.23oftheCompanyLLC Agreement, or Section 5 of the Certificate of Designations,the Company shall provide to the Ridgewood Investor Member a list reasonably describing the nature and scale of any and all agreements between the Mercuria Investor Member or any of its Affiliates, on the one hand, and any MN8 Entity, on the other hand, as and when requested by the Ridgewood Investor Member not more than 15 days prior to such vote or consent.

(j)    CertainNoticeProvisions.    NotwithstandinganythingtothecontraryinSections 12.1.1 and 12.23 of the Company LLC Agreement, if the Managing Member determines that ashorternoticeperiodisreasonablewithrespecttoanyvoteorconsentunderSections12.1.1or 12.23 of the Company LLC Agreement, the Ridgewood Investor Member shall have the right to elect, at its sole discretion, to be provided with the full notice period.

Section2.    Miscellaneous.

(a)    Entire Agreement. This Agreement is intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understandingofthePartiesheretoinrespectofthesubject mattercontainedherein.Thereareno restrictions, promises, warranties or undertakings other than those set forth or referred to herein with respect to the rights granted by the Ultimate Parent Company or any of its Affiliates or the RidgewoodInvestorMemberoranyoftheirrespectiveAffiliatessetforthherein.ThisAgreement supersedesallprioragreementsandunderstandingsbetweenthePartieswithrespecttothesubject matter hereof (other than the Preferred Purchase Agreement, the Company LLC Agreement and the Ultimate Parent Company Agreement).

(b)    Incorporation by Reference. The following sections of the Preferred Purchase Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis: Section 10.4(Severability),Section10.05(GoverningLaw),Section10.6(DescriptiveHeadings),Section 10.7 (Gender), Section 10.8 (References), Section 10.09 (Consent to Jurisdiction), Section 10.10 (Amendment), Section 10.11 (No Recourse), Section 10.12 (Waiver), Section 10.13 (Specific Performance),Section10.14(Counterparts),Section10.15(NoStrictConstruction)andSection 10.16(Limitationon Damages).

(c)    Notices.AllnoticesanddemandsprovidedforinthisAgreementshallbeinwriting and shall be delivered to the following addresses:

IftoMN8,assetforth below:

MN8Energy,Inc.

1155AvenueoftheAmericas

27th Floor

New York, NY 10036Attention: General Counsel

Email:notices@mn8energy.com

withacopy(whichshallnotconstitutenotice)to:

Vinson & Elkins L.L.P.

1114 AvenueoftheAmericas

NewYork, NY10036

Attention: Todd R. Triller; Crosby W. Scofield

Email:ttriller@velaw.com;cscofield@velaw.com

IftoRidgewood InvestorMember,assetforthbelow:

WSIFundIIHoldings,LP

c/oRidgewoodInfrastructure,LLC

34 E 51 ST

New York, NY 10036

Attention:MariaHaggerty

Email:mhaggerty@ridgewood.com

withacopy(whichshallnotconstitutenotice)to:

King&Spalding LLP

1185AvenueoftheAmericas

New York, NY 10036

Attention: Jonathan Melmed

Email: jmelmed@kslaw.com

(d)    BindingEffect;Assignment.ThisAgreementwillbebindinguponandinuretothe benefit oftheParties hereto and their respectivesuccessors and permitted assigns, but will not be assignable or delegable by any Party hereto without the prior written consent of each of the other Parties; provided, that, if (x) the Ridgewood Investor Member Transfers, in accordance with the terms of the Company LLC Agreement (if prior to an IPO) or the Certificate of Designations (if followinganIPO),allofitsPreferredSecuritiestoanAffiliate,thisAgreementshallautomatically be assigned by the Ridgewood Investor Member to, and shall be binding upon, such Affiliate(s); and (y) in accordance with the terms of the Company LLC Agreement, the Public Entity is an entity other than PubCo, then MN8 shall cause the Public Entity to execute a joinder to this Agreement as an MN8 Entity, and assume the same obligations as the obligations of the PubCo hereunder.

(e)    Termination. This Agreement shall terminate and beof no further forceand effect uponthe earlier of (i) the date on which the Ridgewood Investor Member, and its Affiliates who areassignedthisAgreementinaccordancewithSection2(d),if any,ceases toholdanyPreferred Securities and (ii) such earlier date as the Parties may otherwise agree.

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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.

SignaturePagetoRidgewoodInvestorRights Agreement

SignaturePagetoRidgewoodInvestorRights Agreement