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Item 1A. Risk Factors

2026-03-19 compared with 2025-03-25 · 210 added, 119 removed, 480 unchanged (41% of the section changed)

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In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

The risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.

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These challenges and uncertainties may impair our ability to attract, retain and motivate key personnel.

The departure of key employees because of issues related to the uncertainty and difficulty of integration or a desire not to remain with us could have a negative effect on our business, financial condition or results of operations.

Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

We have a limited operating history in a rapidly evolving industry that may not develop in a manner favorable to our business.

While our business has grown, and much of that growth has occurred in recent periods, the markets for launch services, space systems, spacecraft components and space data applications may not continue to develop in a manner that we expect or that otherwise would be favorable to our business.

As a result of our limited operating history and ongoing changes in our new and evolving industry, including evolving demand for our products and services, our ability to forecast our future results of operations and plan for and model future growth is limited and subject to a number of uncertainties.

We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, such as the risks and uncertainties described herein.

Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays arising from these factors or cancellations of government programs, and our results of operations in future reporting periods may be below the expectations of investors or analysts.

If we do not address these risks successfully, our results of operations could differ materially from our estimates and forecasts or the expectations of investors or analysts, causing our business to suffer and our common stock price to decline.

If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, results of operations, and financial condition could be harmed.

As part of growing our business, we have made and may continue to make acquisitions.

Any acquisitions, partnerships or joint ventures into which we enter subject us to integration risks and could disrupt our operations and have a material adverse effect on our business, financial condition, and results of operations.

From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties, to add new products and technologies, acquire talent, grow new sales channels or enter into new markets or sales territories.

For example, on November 3, 2025, the Company entered into the Lanteris Purchase Agreement (defined herein), to acquire Lanteris, which closed in January 13, 2026.

We may not be able to continue the operational success of Lanteris or other businesses we acquire or successfully finance or integrate such businesses or the businesses with which we form a partnership or joint venture.

Furthermore, the integration of Lanteris or any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business.

Any acquisition, partnership or joint venture may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness.

Further, depending on market conditions, investor perceptions of the Company and other factors, we might not be able to obtain financing on acceptable terms, or at all, to implement any such transaction.

We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition, and results of operations.

In addition to possible shareholder approval, we may need approvals and licenses from relevant government authorities for the acquisitions to comply with applicable laws and regulations, and a failure to obtain such approvals and licenses could result in delays in completing an acquisition and increased costs and may disrupt our business strategy.

Furthermore, acquisitions and the subsequent integration of new assets, businesses, key personnel, customers, vendors and suppliers require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations.

Acquired assets or businesses may not generate the financial results we expect.

Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities and potential exposure to unknown liabilities of the acquired business.

Moreover, the costs of identifying and consummating acquisitions may be significant.

If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, financial condition, and results of operations could be harmed.

In order to achieve the substantial future revenue growth we have projected, we must develop and market new products and services.

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If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, research and development, customer and commercial strategy, products and services, supply, information technology, cybersecurity and manufacturing functions.

These efforts will require us to invest significant financial and

other resources, including in industries and sales channels in which we have limited experience to date.

For example, on January 13, 2026, we completed the acquisition of Lanteris, approximately 1,170 employees to the Company.

Our future success depends, in part, upon our ability to manage our expanded business, which may pose substantial challenges for our management, increased costs and complexity associated with new operations.

There can be no assurances that we will be successful in managing such expanded business or that we will realize the benefits currently anticipated from the acquisition of Lanteris.

Future growth will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date.

We will also need to continue to leverage our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale the business as currently planned or within the planned timeframe.

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If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

We have a history of net operating losses and may not achieve profitability in the future.

We may need additional capital to fund our operations.

If we fail to obtain additional capital, we may be unable to sustain operations.

We have incurred operating losses and may incur operating losses in the future as we continue to expand and develop, our business, and we may need additional capital from external sources in the future.

If we are unable to raise additional capital, we may have to significantly delay, scale back or discontinue one or more of our R&D programs.

We may be required to cease operations or seek partners for our product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available.

In the absence of additional capital we may also be required to relinquish, license or otherwise dispose of rights to technologies, product candidates or products that we would otherwise seek to develop or commercialize on terms that are less favorable than might otherwise be available.

If we are unable to secure additional capital, we may be required to take additional measures to reduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations.

These measures could cause significant delays in the development of our product candidates which could have a material adverse effect on our business, financial condition and results of operations.

The future revenue and operating results of the satellite integrated build capability are dependent on our ability to generate a sustainable order rate for the satellite and space operations and develop new technologies to meet the needs of our customers or potential new customers.

The satellite integrated build capability is dependent on its ability to generate a sustainable order rate satellite and space operations.

This can be challenging and may fluctuate on an annual basis as the number of satellite construction contracts awarded varies.

Many satellite operators in the communications industry have continued to defer new satellite construction awards to evaluate geostationary and other competing satellite system architectures and other market factors.

If we are unable to win new awards or execute existing contracts as expected, our business, results of operations and financial position could be further adversely affected.

The cyclical nature of the commercial satellite market could negatively impact our ability to accurately forecast customer demand.

The markets that we serve may not grow in the future and we may not be able to maintain adequate gross margins or profits in these markets.

Specifically, sales of the 1300-class bus have historically been important to Lanteris and there is no assurance that this market will continue to grow or demand levels will increase, nor is there assurance that the market for the smaller bus, will offset any decreases in the market for the 1300-class bus or provide future growth.

Our growth is dependent on the growth in the sales of services provided by our customers, our customers’ ability to anticipate market trends and our ability to anticipate changes in the businesses of our customers and to successfully identify and enter new markets.

If we fail to anticipate such changes in demand, our business, results of operations and financial position could be adversely affected.

The satellite manufacturing industry is driven by continued investment in technologies to meet changing customer demand for complex and reliable services.

Our satellite systems embody complex technologies and may not always be compatible with current and evolving technical standards and systems developed by others.

Other satellite manufacturers have developed or are developing digital payloads which increase flexibility for geostationary satellites in circumstances with unpredictable demand.

We plan to team with providers of this technology to enhance our offering if our customers express interest in it.

Failure or delays to develop technologies or team with providers to obtain technologies to meet the requisite and evolving industry or user standards could have a material adverse effect on our business, financial condition, and results of operations.

Failure of suppliers to deliver against end customer requirements could lead to a material adverse effect on our financial results.

Customer concentration creates risks for our business.

For the years ended December 31, 2024 and 2023, approximately 90% and 74% of our revenues came from one major customer.

For the years ended December 31, 2025 and 2024, approximately 78% and 90% of our revenues, respectively, came from one major customer.

To the extent that any large customer were to default or otherwise fail to perform or be delayed in the fulfillment of its contractual obligations to us, changes its ordering patterns or business strategy, or otherwise reduces its purchases or stops purchasing our products or services, or if we experience difficulty in meeting the demand by these customers for our products or services, our revenues and results of operations could be adversely affected.

Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

We have a limited operating history in a rapidly evolving industry that may not develop in a manner favorable to our business.

While our business has grown, and much of that growth has occurred in recent periods, including through the recent acquisition of Lanteris, the markets for launch services, space systems, spacecraft components and space data applications may not continue to develop in a manner that we expect or that otherwise would be favorable to our business.

Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays arising from these factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts.

Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.

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Additionally, our markets are facing increasing industry consolidation, resulting in larger competitors who have more market share putting more downward pressure on prices and offering a more robust portfolio of products and services.

Our primary competitors for satellite manufacturing contracts include the Boeing Company, Lockheed Martin Corporation and Northrop Grumman Corporation in the United States and Thales S.A.

and Airbus Defence and Space, a subsidiary of the Airbus Group, in Europe.

We may also face competition in the future from more emerging low-cost competitors, some of which could be subsidized or well-funded.

Competition in our lunar market is mainly divided between incumbents, such as Lockheed Martin and Blue Origin who pursue larger, more complex contracts such as crewed lunar missions, and next generation players, including our competitors on the CLPS contract such as Astrobotic and Firefly Aerospace.

Competitors for the next phases of LTVS include Lunar Outpost and Astrolab Venturi and our competitors for the NSN contract included Kongsberg Satellite Services (“KSAT”), Swedish Space Corporation (“SSC”), and Telespazio.

We are subject to competition based upon product designs, performance, pricing, quality, and services.

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Disruptions in U.S.

government operations and funding could harm our business, results of operations, and financial condition could be harmed .

Any disruptions in federal government operations could have a material adverse effect on our revenues, earnings, and cash flows.

government operations and funding, including government shutdowns, could harm our business, financial condition, and results of operations could be harmed .

Any disruptions in federal government operations, including government shutdowns, could have a material adverse effect on our revenues, earnings, and cash flows.

A prolonged failure to maintain significant U.S.

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Additionally, disruptions in government operations may negatively impact regulatory approvals and guidance that are important to our operations.

Furthermore, on January 20, 2025, President Donald J.

Trump announced an executive order establishing the “Department of Government Efficiency” to maximize government efficiency and productivity.

Pressures on and uncertainty surrounding the U.S.

federal government’s budget and potential changes in budgetary priorities, could adversely affect the funding for individual programs and delay purchasing decisions by our customers.

Unsatisfactory performance of our spaceflight systems or security incidents at our facilities could have a material adverse effect on our business, results of operations, and financial condition.

We manufacture and operate highly sophisticated spaceflight systems that depend on complex technology.

Unsatisfactory performance of our satellite and space systems or security incidents at our facilities could have a material adverse effect on our business, financial condition, and results of operations.

We manufacture and operate highly sophisticated satellites and space systems that depend on complex technology.

We also work cooperatively with our suppliers, subcontractors, venture partners and other parties (collectively, “Third Parties”).

Failures and disruptions or compromises to our or our Third Parties’ systems may be caused by natural disasters, fires (including wildfires), accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, bugs or vulnerabilities, physical or electronic break-ins, human error, intentional conduct, targeted cyberattacks, or similar events or incidents.

While we have built operational processes to ensure that the design, manufacture, performance and servicing of our spaceflight systems and our facilities meet rigorous performance goals, there can be no assurance that we will not experience operational or process failures and other problems, including through manufacturing or design defects, pilot error, failure of Third Party safeguards, natural disasters, cyber-attacks, or other intentional acts, that could result in potential safety risks.

While we have built operational processes to ensure that the design, manufacture, performance and servicing of our space systems and our facilities meet rigorous performance goals, there can be no assurance that we will not experience operational or process failures and other problems, including through manufacturing or design defects, pilot error, failure of Third Party safeguards, natural disasters, cyber-attacks, or other intentional acts, that could result in potential safety risks.

For example, the IM-2 mission experienced landing anomalies that impacted our ability to complete all mission milestones.

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Any actual or perceived safety issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise.

Such issues with our spaceflight systems, facilities, or customer safety could result in delaying or cancelling planned flights, increased regulation or other systemic consequences.

Such issues with our space systems, facilities, or customer safety could result in delaying or cancelling planned flights, increased regulation or other systemic consequences.

Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents, mechanical failures, damages to customer property or medical complications could have a material adverse effect on our business, financial condition, and results of operation.

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Furthermore, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until after they are launched against a target, we and our Third Parties may be unable to anticipate these techniques or implement adequate preventative measures.

While we have implemented what we believe is an appropriate information security program with cybersecurity procedures, practices, and controls, the control systems, cybersecurity program, infrastructure, physical facilities of, and personnel associated with Third Parties that we rely on are beyond our control and we cannot guarantee that our or our Third Parties’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of Third Parties that support us and our products and services.

that our or our Third Parties’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of Third Parties that support us and our products and services.

In addition, our defensive measures, including back-up systems and disaster recovery plans, or those of our critical Third Parties, may fail to timely or effectively anticipate, detect, prevent or allow us to recover from cyberattacks.

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Because we do not maintain cybersecurity insurance, these costs will come directly from us and this could harm our financial condition.

The market for commercial spaceflight is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for commercial spaceflight has not been established with precision and is still emerging.

Our estimates for the total addressable market for commercial spaceflight are based on a number of internal and third-party estimates, including our current backlog, the number of consumers, assumed flight cadence, our ability to leverage our current manufacturing

and operational processes and general market conditions.

Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, and security threats could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business.

The market for commercial space systems in cislunar and beyond has not been established with precision.

It is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for commercial space systems in cislunar and beyond has not been established with precision and is still emerging.

Our estimates for the total addressable market for commercial space systems are based on a number of internal and third-party estimates, including our current backlog, the number of consumers, assumed flight cadence, our ability to leverage our current manufacturing and operational processes and general market conditions.

While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct.

The conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors.

As a result, our estimates of the annual total addressable market for commercial spaceflight, as well as the expected growth rate for the total addressable market for that experience, may prove to be incorrect.

We may experience delayed launches, launch failures, failure of lunar landers to reach their planned locations, failure of landers to conduct all mission milestones, significant increases in the costs related to launches of lunar landers, and insufficient capacity available from lunar lander launch providers.

Any such issue could result in the loss of our lunar landers or cause significant delays in their deployment, which could harm our business, results of operations and financial condition.

As a result, our estimates of the annual total addressable market for commercial space systems, as well as the expected growth rate for the total addressable market for that experience, may prove to be incorrect.

We may experience delayed lunar launches, launch failures, failure of lunar landers to reach their planned locations, failure of landers to conduct all mission milestones, significant increases in the costs related to launches of lunar landers, and insufficient capacity available from lunar lander launch providers.

Any such issue could result in the loss of our lunar landers or cause significant delays in their deployment, which could harm our business, financial condition, and results of operations.

Delays in launching landers are common and can result from manufacturing delays, unavailability of reliable launch opportunities with suppliers, launch supplier schedule delays, delays in obtaining required regulatory approvals, changes in landing coordinates, updates to mission specifications (including mission scope and objectives) and launch failures.

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Further, it could be more costly, and potentially prohibitively more costly, for us to launch and deploy our landers in the future due to increases in the cost of launches, launch insurance rates and launch-related services.

In addition, any mission anomalies at launch, during transit, or during landing could limit our ability to complete all of our contracted mission milestones.

Any launch failure, underperformance, mission anomalies, delay or increased cost on lander launches or related services could have a material adverse effect on our results of operations, business prospects and financial condition.

We are currently targeting a mission launch window of late 2026 for our IM-3 mission.

Any launch failure, underperformance, delay or increased cost on lander launches or related services, including on our IM-3 mission, could have a material adverse effect on our business, results of operations, and financial condition.

We may experience delayed satellite launches, failure of our satellites to reach their planned orbital locations, significant increases in production costs of our satellites.

Any such issue could harm our business, results of operations and financial condition.

Any such issue could harm our business, financial condition, and results of operations.

Delays in launching satellites are common and can result from manufacturing delays, updates to mission specifications (including mission scope and objectives) and launch failures.

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If satellite schedules are not met, our operations may be materially adversely impacted.

In addition, satellite deployment mechanisms may fail, which could result in an inability for the satellites to perform their intended mission.

In addition, satellite deployment mechanisms may fail, which could result in an inability for the satellites to perform their

intended mission.

Further, it could be more costly, and potentially prohibitively more costly, for us to build and deploy our satellites in the future due to supplier cost increases.

Any satellite failure, underperformance, delay or increase cost could have a material adverse effect on our results of operations, business prospects and financial condition.

We have a history of net operating losses and may not achieve profitability in the future.

We may need additional capital to fund our operations.

If we fail to obtain additional capital, we may be unable to sustain operations.

We expect to continue to incur operating losses for the foreseeable future as we continue to expand and develop, and we may need additional capital from external sources.

If we are unable to raise additional capital, we may have to significantly delay, scale back or discontinue one or more of our R&D programs.

These measures could cause significant delays in the development of our product candidates.

Any satellite failure, underperformance, delay or increase cost could have a material adverse effect on our business, financial condition, and results of operations.

Delays in the construction of satellites and the procurement of requisite components, satellite damage or destruction during launch, launch failures, or incorrect orbital placement could have a material adverse effect on our business, financial condition, and results of operations.

Our business involves significant risks and uncertainties that may not be covered by insurance.

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Any such accident could result in substantial losses to us, including reputational harm and legal liability, and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt and harm our business, results of operations, and financial condition.

The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt and harm our business, financial condition, and results of operations.

Our business operations involve the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals, including materials used in rocket propulsion.

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We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms.

We rely on a limited number of suppliers for certain raw materials and supplied components.

We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production.

We rely on a limited number of suppliers for certain raw materials, supplied components and product equipment items, many of which particularly in our satellite integrated build capability, are procured or subcontracted on a single or sole-source basis.

In addition, we currently rely on a single launch service provider for our lunar missions.

We may not be able to obtain sufficient raw materials or supplied components to manage our inventory, meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production and could in turn result in reduced sales and profits, contract penalties or terminations and damage to customer relationships and could have a material adverse effect on our operating results, financial condition, or cash flows.

Our ability to manufacture our launch vehicles is dependent upon sufficient availability of raw materials and supplied components, which we secure from a limited number of suppliers.

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In addition, we have in the past and may in the future experience delays in manufacturing or operations as we go through the requalification process with any replacement third-party supplier, as well as the limitations imposed by the ITAR and other restrictions on transfer of sensitive technologies.

Additionally, the imposition of tariffs on such raw materials or supplied components could have a material adverse effect on our operations.

Additionally, the imposition of tariffs on such raw materials or

supplied components could have a material adverse effect on our operations.

Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.

We sell complex and technologically advanced products and services, including rocket launch services, mission services, satellite services, spacecraft and spacecraft components.

We sell complex and technologically advanced products and services, including rocket launch services, mission services, spacecraft, satellites, and spacecraft components.

Sophisticated software used in our products and services, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation.

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Failure to do so could result in lost revenue and damage to our reputation and may adversely affect our ability to win new contract awards.

Rising inflation may materially impact our business, results of operations and financial condition.

Rising inflation may materially impact our business, financial condition, and results of operations.

Inflation has increased recently.

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We are subject to counterparty risk on contracts with customers.

If a counterparty to one of our contracts were to default or otherwise fail to perform or be delayed in its performance on any of its contractual obligations to us, such default, failure to perform or delay could have a material adverse effect on our business, results of operations and financial condition.

Our budgeted capital expenditures, forecasted growth and strategic plan are based on revenues expected to be generated pursuant to signed contracts existing as of the date such budget, forecast and strategic plan are approved by management and our Board.

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Additionally, if the scope of anticipated work related to any customer contract were to change due to unforeseen circumstances or evolving requirements of one or more of our counterparties, we may be unable to generate revenue on our anticipated timeline or may be required to incur increased costs from those originally estimated for a project, which could cause our budgets, forecasts and plans to be inaccurate.

For instance, due to a change in the landing site of the IM-1 mission and an incremental delay in milestone payments, certain revenue associated with this mission shifted from 2023 to 2024.

While we endeavor to mitigate this risk by assuming potential delays in revenue generation and estimated contract progress when preparing our budget, forecast and strategic plans, it is not possible to predict with accuracy the impact of any default, failure to perform or delay, which results in our inability to completely mitigate such risks.

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In addition, we will need to continuously make significant investments in technology to periodically upgrade and replace existing systems.

If we are unable to make these investments or fail to successfully implement, upgrade or replace our systems, our operations and business could be adversely impacted.

For example, in July 2024, certain businesses experienced disruptions related to a software update by a cybersecurity technology company.

If we are unable to make these investments or fail to successfully implement, upgrade or replace our systems, our operations and

business could be adversely impacted.

As of the date hereof, we have not experienced any significant impacts due to software updates, but we could in the future experience similar software-induced interruptions to our operations.

We may use artificial intelligence (“AI”) in our business or systems, and challenges with properly managing its use could result in competitive and reputational harm and negatively impact the operations and profitability of our business.

We may incorporate AI solutions into our core offerings, and these applications may become important in our operations over time.

We may incorporate AI solutions into our core offerings and business, and these applications may become important in our operations over time.

For example, we currently use an isolated private instance of a corporate AI chatbox and Gilab DUO.

Our competitors or other third parties may incorporate AI into their products or services more quickly or more successfully than we may, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected.

The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents.

Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations.

There are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of such technologies will enhance our offerings or be beneficial to our business, including our efficiency or profitability.

In particular, if these artificial intelligence or machine learning models are incorrectly designed or implemented;

trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data or on data to which we do not have sufficient rights;

and/or are adversely impacted by unforeseen defects, technical challenges, cyber security threats or material performance issues, the performance of our products, services, and business, as well as our reputation and the reputations of our customers, could suffer or we could incur liability through the violation of laws, contracts to which we are a party or civil claims.

The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

If our prime contractors fail to maintain their relationships with their counterparties and fulfill their contractual obligations, our performance as a subcontractor and our ability to obtain future business could be materially and adversely impacted and our actual results could differ materially and adversely from those anticipated.

We act as a subcontractor to prime contractors on multiple government contracts, including NASA’s JETS Program.

We act as a subcontractor to prime contractors on multiple government contracts, including NASA’s JETS Program and SDA’s Tracking Layer Program.

Our performance as a subcontractor on a government contract, is dependent on the prime contractor’s ability to satisfactorily maintain its relationship with the government and fulfill its obligations under its contracts.

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If any significant subcontract is terminated or delayed in this manner, it could cause our actual results to differ materially and adversely from those anticipated.

Global pandemics, epidemics, outbreaks of infectious diseases or public health crises have disrupted our business and could have a material adverse effect on our business, results of operations and financial condition.

Global pandemics, epidemics, outbreaks of infectious diseases or public health crises have disrupted our business and could have a material adverse effect on our business, financial condition, and results of operations.

The pandemics, epidemics, outbreaks of infectious diseases or public health crises across the globe have disrupted, and may in the future disrupt our business, which could materially and adversely affect our financial condition, results of operations, cash flows and/or future expectations.

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While we monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, we cannot guarantee that these measures will be satisfactory to regulators or other third parties, such as our customers.

Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition.

Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us

to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition.

Failure to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business.

example, the operation and launch of our spacecraft in the United States require licenses and permits from the FCC and the FAA, as well as review by other agencies of the U.S.

For example, the operation and launch of our spacecraft in the United States require licenses and permits from the FCC and the FAA, as well as review by other agencies of the U.S.

Government, including the Department of Defense, Department of State, and NASA.

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Any delays in regulatory actions allowing us to conduct our commercial space operations could adversely affect our ability to operate our business and our financial results.

If we are unable to protect the confidentiality of our trade secrets and know-how, our business and competitive position may be harmed.

We rely upon unpatented trade secret protection, unpatented know-how and continuing technological innovation to develop and maintain our business and competitive position, and we consider trade secrets and know-how to be our primary form of intellectual property protection.

We seek to protect our proprietary technology, in part, by entering into confidentiality agreements with our suppliers, subcontractors, venture partners, employees and consultants, and other third parties.

However, we may not be able to prevent the unauthorized disclosure or use of information which we consider to be confidential, our technical know-how or other trade secrets by the parties to these agreements, despite the existence generally of confidentiality provisions and other contractual restrictions.

If we are unable to protect the confidentiality of our proprietary information, trade secrets and know-how, our business and competitive position may be harmed.

To protect our proprietary rights, we rely on a combination of patent protections, copyrights, trade secrets, trademark laws, confidentiality agreements with employees and third parties and protective contractual provisions such as those contained in license agreements with consultants, subcontractors, vendors and customers.

We consider trade secrets and know-how to be our primary form of intellectual property protection.

Although we follow processes to protect our intellectual property, there is no absolute assurance that the steps taken to protect our technology will prevent misappropriation or infringement.

Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective.

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government’s budget deficit and the national debt, as well as any inability of the U.S.

government to complete its budget process for any government fiscal year could have an adverse impact on our business, results of operations and financial condition.

government to complete its budget process for any government fiscal year could have an adverse impact on our business, financial condition, and results of operations.

government’s budget deficit and the national debt, as well as any inability of the U.S.

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government, what challenges budget reductions will present for the defense industry and whether annual appropriations bills for all agencies will be enacted for U.S.

government fiscal year 2024 and thereafter due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding.

government due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding.

government’s budget deficit and the national debt could have an adverse impact on our business, financial condition, results of operations and cash flows in a number of ways, including the following:

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Furthermore, any such re-engineering or other remedial efforts could require significant additional research and development resources, and we may not be able to successfully complete any such re-engineering or other remedial efforts.

Any of these events could create liability for us and damage our reputation, which could have a material adverse effect on our business, results of operations, and financial condition and the market price of our shares.

Any of these events could create liability for us and damage our reputation, which could have a material adverse effect on our business, financial condition, and results of operations and the market price of our shares.

Additionally, if any of our technology violates proprietary rights, including copyrights and patents, third parties may assert infringement claims against us.

Certain software modules and other intellectual property used by us or in our satellites make use of or incorporate licensed software components and other licensed technology.

These components are developed by third parties over whom we have no control.

Any claims brought against us may result in limitations on our ability to use the intellectual property subject to these claims.

We may be required to redesign our satellites or products or to obtain licenses from third parties to continue offering our satellites or products without substantially re-engineering such products or systems.

As a public reporting company, we are subject to rules and regulations established by the SEC regarding our internal control over financial reporting.

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We are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to furnish a report by management on the effectiveness of our internal control over financial reporting in our Annual Reports on Form 10-K.

This assessment, pursuant to Section 404(a) of the Sarbanes-Oxley Act, must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

This assessment, pursuant to Section 404(a) of the Sarbanes-Oxley Act, must include disclosure of any material weaknesses identified by

our management in our internal control over financial reporting.

Additionally, once we are no longer an emerging growth company, pursuant to Section 404(b) of the Sarbanes-Oxley Act, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

If we are unable to establish or maintain appropriate internal control over financial reporting or implement these additional requirements in a timely manner or with adequate compliance, it could result in material misstatements to our consolidated financial statements, failure to meet our reporting obligations on a timely basis, increases in compliance costs, and subject us to adverse regulatory consequences, all of which may adversely affect investor confidence in, and the value of, our Class A Common Stock.

If we are unable to establish or maintain appropriate internal control over financial reporting or implement these additional requirements in a timely manner or with adequate compliance, it could result in material misstatements to our consolidated financial statements, failure to meet our reporting obligations on a timely basis, loss of investor confidence in the accuracy and completeness of our financial reports, increases in compliance costs, and subject us to adverse regulatory consequences, all of which may adversely affect investor confidence in, and the value of, our Class A Common Stock.

Any unremediated material weaknesses could result in material misstatements to our future annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports.

If we are unable to assert that our internal control over financial reporting is effective, investors may lose

confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

We are subject to stringent U.S.

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Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) maintain a registration under ITAR, (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (iii) obtain licenses or other forms of U.S.

government authorization to engage in the conduct of our space transport business.

Violations of applicable export control laws and related regulations could result in criminal and administrative penalties, including fines, possible denial of export privileges, and debarment, which could have a material adverse impact on our business, including our ability to enter into contracts or subcontracts for U.S.

government customers.

government authorization to engage in the conduct of space transport.

While our policies mandate compliance with applicable international trade, export control laws and financial crimes laws, failure by our employees, agents, subcontractors, suppliers and/or existing or future partners to comply with these and similar laws and regulations and our policies could impact us in various ways that include, but are not limited to, criminal, civil and administrative fines and/or legal sanctions, denial of export privileges, debarment and the inability to bid for or enter into contracts or sub-contracts with U.S.

government customers and other entities, all of which could have a material adverse effect on our reputation, operations, and financial results.

The inability to secure and maintain necessary export authorizations could negatively impact our ability to compete successfully or to operate our spaceflight business as planned.

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In addition, U.S.

export control laws continue to change.

export control laws, including those applicable to sensitive technologies, continue to change.

For example, the control lists under the ITAR and the EAR are periodically updated to reclassify specific types of export-controlled technology.

For example, any changes to the jurisdictional assignment of controlled data or hardware used by us could result in the need for different export authorizations, each then subject to a subsequent approval.

As a result of any changes, we may, despite our compliance efforts, inadvertently act inconsistently with these laws.

In such circumstances, our efforts to investigate and disclose an apparent violation to the relevant U.S.

government agency could lead to audits, enforcement actions, fines, penalties, remediation costs, and other consequences that could have a material adverse effect on our business, financial condition, and results of operations.

Similarly, should exceptions or exemptions under the EAR or ITAR, respectively, be changed, our activities otherwise authorized via these mechanisms may become unavailable and could result in the need for additional export authorizations.

Additionally, changes to the administrative implementation of export control laws at the agency level may suddenly change as a result of geo-political events, which could result in existing or proposed export authorization applications being viewed in unpredictable ways, or potentially rejected, as a result of the changed agency level protocol.

Additionally, changes to the administrative implementation of export control laws at the agency level may suddenly change

as a result of geo-political events, which could result in existing or proposed export authorization applications being viewed in unpredictable ways, or potentially rejected, as a result of the changed agency level protocol.

We depend significantly on U.S.

government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited.

The termination or failure to fund, or negative audit findings for one or more of these contracts could have an adverse impact on our business, results of operations and financial condition.

The termination or failure to fund, or negative audit findings for one or more of these contracts could have an adverse impact on our business, financial condition, and results of operations.

Over its lifetime, a U.S.

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We cannot predict the extent to which total funding and/or funding for individual programs will be included, increased or reduced as part of the annual appropriations process ultimately approved by the U.S.

Congress and the President of the United States or in separate supplemental appropriations or continuing

resolutions, as applicable.

Congress and the President of the United States or in separate supplemental appropriations or continuing resolutions, as applicable.

The termination of funding for a U.S.

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Our contracts and services with the U.S.

government are also subject to specific procurement regulations and a variety of socioeconomic and other requirements.

government are also subject to specific procurement regulations and a variety of socioeconomic and other requirements, including the procurement policies and procedures set forth in the FAR.

FAR governs all aspects of government contracting, including contractor qualifications and acquisition procedures.

These requirements, although customary in U.S.

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Among the causes for debarment are violations of various laws and regulations, including those related to procurement integrity, export control (including ITAR), U.S.

government security, employment practices, protection of the environment, accuracy of records, proper recording of costs and foreign corruption.

government security, employment practices, protection of the environment,

accuracy of records, proper recording of costs and foreign corruption.

The termination of a U.S.

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government contracts.

Uncertain macro-economic and political conditions could materially adversely affect our business, results of operations and financial condition.

Uncertain macro-economic and political conditions could materially adversely affect our business, financial condition, and results of operations.

Our results of operations are materially affected by economic and political conditions in the U.S.

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Further, such invasion, ongoing military conflict, resulting sanctions and related countermeasures by NATO states, the U.S.

and other countries have led, and are likely to continue to lead, to market disruptions, including significant volatility in

commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.

and other countries have led, and are likely to continue to lead, to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.

Risks Relating to Our Capital Resources

Our indebtedness could expose us to risks that could adversely affect our business, results of operations and financial condition.

In the future, we may incur indebtedness.

Our indebtedness could have significant negative consequences for our security holders, business, results of operations and financial condition by, among other things:

Our indebtedness could expose us to risks that could adversely affect our business, financial condition, and results of operations.

Our indebtedness could have significant negative consequences for our security holders, business, financial condition, and results of operations by, among other things:

• increasing our vulnerability to adverse economic and industry conditions;

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• placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves to pay any additional indebtedness that we may incur.

In addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that will limit our ability to operate our business, raise capital or make payments under our indebtedness.

If we fail to comply with such covenants or to make payments under any of our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that indebtedness becoming immediately payable in full and cross-default or cross-acceleration under our other indebtedness and other liabilities.

Our ability to make scheduled payments of the principal of, pay cash interest on, or refinance our indebtedness, including our Convertible Notes (defined herein), or any indebtedness that we may incur in the future, depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control.

Our business may not generate cash flow from operations in the future sufficient to service our indebtedness and to make necessary capital expenditures, and we may otherwise be unable to maintain sufficient cash reserves to fund our current obligations or any additional indebtedness that we may incur.

For example, in connection with the Lanteris acquisition, we entered into a Waiver, Consent, Amendment and Assignment Agreement with ING Belgium NV/SA (“ING”) and certain affiliates of Lanteris, pursuant to which the Company became a guarantor under the Amended and Restated Receivables Purchase Agreement (the “Orbital Receivables Purchase Facility”).

Under the facility, through December 1, 2026, ING may purchase certain orbital payment receivables of Lanteris on a discretionary, transaction-by-transaction basis, up to an aggregate maximum of $250.0 million.

If a customer prepays a receivable that has been purchased by ING, Lanteris is required to make a contractual make-whole payment based on a net present value formula.

Our actual results may differ significantly from our earnings guidance.

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This guidance, which includes forward-looking statements, has been and will be based on projections prepared by our management.

These projections are not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our registered public accountants nor any other independent expert or outside party compiles or examines the projections.

Accordingly, no such person expresses any opinion or any other form of assurance with respect to the projections.

These projections are prepared solely by management and have not been compiled,

examined, or reviewed by our registered public accountants or any other independent party, and no assurance is provided with respect to such information.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change.

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Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “ Risk Factors ” section could result in our actual operating results being different from our guidance, and the differences may be adverse and material.

We are a “smaller reporting company” under federal securities laws and we cannot be certain whether the reduced reporting requirements applicable to such companies will make our common stock less attractive to investors.

We are currently a “smaller reporting company” under federal securities laws.

For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and we cannot predict if investors will find our common stock less attractive for so long as we rely on

these exemptions.

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 decline or be more volatile.

Our operating results may vary significantly from quarter to quarter.

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Actual results could differ from these estimates as a result of changes in circumstances, assumptions, policies or developments in the business, which could materially affect our consolidated financial statements.

Pension and other postretirement benefit obligations may materially impact our earnings, stockholders’ equity and cash flows from operations, and could have significant adverse impacts in future periods.

Lanteris maintains defined benefit pension and other postretirement benefits plans for some of our employees.

Potential pension contributions include discretionary contributions to improve the plans’ funded status.

The extent of future contributions depends heavily on market factors such as the discount rate and the actual return on plan assets.

We estimate future contributions to these plans using assumptions with respect to these and other items.

Changes to those assumptions could have a significant effect on future contributions, annual pension and other postretirement costs, the value of plan assets and our benefit obligations.

Significant changes in actual return on pension assets, discount rates and other factors could adversely affect our results of operations and require cash pension contributions in future periods.

Changes in discount rates and actual asset returns different than our expected asset returns can result in significant non-cash actuarial gains or losses which we record in the fourth quarter of each fiscal year and, if applicable, in any quarter in which an interim re-measurement is triggered.

With regard to cash pension contributions, funding requirements for our pension plans are largely dependent upon interest rates, actual investment returns on pension assets and the impact of legislative or regulatory changes related to pension funding obligations.

We also provide other postretirement benefits to certain of our employees, consisting principally of health care, dental and life insurance for eligible retirees and qualifying dependents.

Our estimates of future costs associated with these benefits are also subject to assumptions, including estimates of the level of medical cost increases and discount rates.

Risks Relating to Our Convertible Notes

We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible Notes.

Holders of our Convertible Notes have the right, subject to certain conditions and limited exceptions, to require us to repurchase all or a portion of their notes upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any.

In addition, upon conversion of the Convertible Notes, unless we elect to deliver solely shares of our Class A Common Stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the Convertible Notes being converted.

However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Convertible Notes surrendered therefor, pay cash with respect to notes being converted.

In addition, our ability to repurchase the Convertible Notes and to pay cash upon conversions of the Convertible Notes may be limited by law, by regulatory authority or by

agreements governing our future indebtedness.

Our failure to repurchase notes at a time when the repurchase is required by the indenture or to pay any cash payable on future conversions of the Convertible Notes as required by the indenture would constitute a default under the indenture.

A default under the indenture governing the Convertible Notes or the fundamental change itself could also lead to a default under agreements governing our future indebtedness and could trigger cross-defaults and cross-acceleration with other debt.

If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Convertible Notes or make cash payments upon conversions thereof.

The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the Convertible Notes is triggered, holders of Convertible Notes will be entitled to convert their Convertible Notes at any time during specified periods at their option.

If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A Common Stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.

In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Conversions of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A Common Stock.

The conversion of some or all of the Convertible Notes may dilute the ownership interests of our stockholders.

Upon conversion of the Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our Class A Common Stock, or a combination of cash and shares of our Class A Common Stock.

If we elect to settle our conversion obligation in shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, any sales in the public market of our Class A Common Stock issuable upon such conversion could adversely affect prevailing market prices of our Class A Common Stock.

The capped call transactions may affect the value of the Convertible Notes and our Class A Common Stock.

In connection with the pricing of the Convertible Notes, we entered into privately negotiated capped call transactions with certain option counterparties.

The capped call transactions cover, subject to customary adjustments, the number of shares of our Class A Common Stock initially underlying the Convertible Notes.

The capped call transactions are intended to reduce the potential dilution to our Class A Common Stock upon any conversion of Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

In connection with these transactions, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Class A Common Stock and/or purchasing or selling our Class A Common Stock or other securities of ours in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and are likely to do so during any observation period prior to the maturity date of the Convertible Notes, or, to the extent we exercise the relevant termination election under the capped call transactions, following any repurchase, redemption or conversion of the Convertible Notes).

This activity could also cause or avoid an increase or a decrease in the market price of our Class A Common Stock or the Convertible Notes, which could affect the ability of holders to convert the Convertible Notes and, to the extent the activity occurs during any observation period related to a conversion of Convertible Notes, it could affect the number of shares of Class A Common Stock, if any, and value of the consideration that holders will receive upon conversion of the Convertible Notes.

The potential effect, if any, of these transactions and activities on the market price of our Class A Common Stock or the Convertible Notes will depend in part on market conditions and cannot be ascertained at this time.

Any of these activities could adversely affect the value of our Class A Common Stock and the value of the Convertible Notes (and as a result, the value of the consideration or the amount of cash and/or the number of shares, if any, that holders would receive upon the conversion of any notes) and, under certain circumstances, the ability of holders to convert their notes.

In addition, if any such capped call transactions fail to become effective, the option counterparties or their respective affiliates may unwind their hedge positions with respect to our Class A Common Stock, which could adversely affect the value of our Class A Common Stock and the value of the Convertible Notes.

We are subject to counterparty risk with respect to the capped call transactions.

The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the capped call transactions.

Our exposure to the credit risk of the option counterparties is not secured by any collateral.

If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transaction with such option counterparty.

Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our Class A Common Stock.

In addition, upon a default by an option counterparty, we may suffer more dilution than we currently anticipate with respect to our Class A Common Stock.

We can provide no assurances as to the financial stability or viability of the option counterparties.

Risks Relating to Our Organizational Structure

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We are a holding company and have no material assets other than our equity interest in Intuitive Machines, LLC.

As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future are dependent upon the financial results and cash flows of Intuitive Machines, LLC and its subsidiaries and distributions we receive from Intuitive Machines, LLC.

As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses, declare and pay dividends in the future, and otherwise service our debt, including the Convertible Notes, are dependent upon the financial results and cash flows of Intuitive Machines, LLC and its subsidiaries and distributions we receive from Intuitive Machines, LLC.

Intuitive Machines, LLC and its subsidiaries may not generate sufficient cash flow to distribute funds to us and applicable state law and contractual restrictions, including negative covenants in our debt instruments, may not permit such distributions.

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Under the A&R Operating Agreement, we intend to cause Intuitive Machines, LLC, from time to time, to make pro rata distributions in cash to each holder of Intuitive Machines, LLC Common Units (including us) in amounts at least sufficient to cover the taxes imposed on their allocable share of net taxable income of Intuitive Machines, LLC.

As a result of (i) potential differences in the amount of net taxable income allocable to us and to Intuitive Machines, LLC’s other members, (ii) the lower tax rate applicable to corporations compared to individuals, and (iii) certain tax benefits that we anticipate from (a) future purchases or redemptions of Intuitive Machines, LLC Common Units from the Intuitive Machines Members (other than us) and (b) payments under the Tax Receivable Agreement, these cash distributions may be in amounts that exceed our actual tax liabilities with respect to the relevant taxable year, including our obligations under the Tax Receivable Agreement.

exceed our actual tax liabilities with respect to the relevant taxable year, including our obligations under the Tax Receivable Agreement.

Our Board will determine the appropriate uses for any such excess cash, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses.

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The Tax Receivable Agreement with the TRA Holders (as defined below) requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

In connection with the consummation of the Transactions, we entered into a Tax Receivable Agreement with Intuitive Machines, LLC and certain Intuitive Machines Members (the “TRA Holders”).

We are party to a Tax Receivable Agreement with Intuitive Machines, LLC and certain Intuitive Machines Members (the “TRA Holders”).

Under the Tax Receivable Agreement, we are required to make cash payments to the TRA Holders equa l to 85% of the amount of cash tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize (calculated using certain assumptions), as a result of the Existing Basis, Basis Adjustments and Interest Deductions (each as defined below).

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In addition, decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments made under the Tax Receivable Agreement.

disposition of assets before a redemption or exchange of Intuitive Machines, LLC Common Units increase the tax liability of the TRA Holders (or their transferees or assignees) without giving rise to any rights to receive payments under the Tax Receivable Agreement with respect to tax attributes associated with such assets.

The ability to generate tax assets covered by the Tax Receivable Agreement, and the actual use of any resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges of Intuitive Machines, LLC Common Units by, or purchases of Intuitive Machines, LLC Common Units from, the TRA Holders (or their transferees or other assignees), the price of our Class A Common Stock at the time of the redemption, exchange or purchase;

the extent to which such redemptions, exchanges or purchases are taxable;

the amount and timing of the taxable income allocated to us or otherwise generated by us in the future;

For example, the earlier disposition of assets following a redemption or exchange of Intuitive Machines, LLC Common Units may accelerate the recognition of associated tax benefits for which we would be required to make payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before a redemption or exchange of Intuitive Machines, LLC Common Units may increase the tax liability of the TRA Holders (or their transferees or assignees) without giving rise to any rights to receive payments under the Tax Receivable Agreement with respect to tax attributes associated with such assets.

assignees), the price of our Class A Common Stock at the time of the redemption, exchange or purchase, the extent to which such redemptions, exchanges or purchases are taxable, the amount and timing of the taxable income allocated to us or otherwise generated by us in the future;

the tax rates and laws then applicable and the portion of our payments under the Tax Receivable Agreement constituting imputed interest.

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If Intuitive Machines, LLC were to become a publicly traded partnership taxable as a corporation for U.S.

federal income tax purposes, we and Intuitive Machines, LLC might be subject to potentially significant tax inefficiencies, and

we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

federal income tax purposes, we and Intuitive Machines, LLC might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We and Intuitive Machines, LLC intend to operate such that Intuitive Machines, LLC does not become a publicly traded partnership taxable as a corporation for U.S.

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A “publicly traded partnership” is a partnership, the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof.

Under certain circumstances, exercises of the Intuitive Machines, LLC Options, redemptions and exchanges of Intuitive Machines, LLC Common Units pursuant to the Intuitive Machines Members’ redemption and exchange rights as described under the A&R Operating Agreement or other transfers of Intuitive Machines, LLC units could cause Intuitive Machines, LLC to be treated as a publicly traded partnership.

exchange rights as described under the A&R Operating Agreement or other transfers of Intuitive Machines, LLC units could cause Intuitive Machines, LLC to be treated as a publicly traded partnership.

Applicable U.S.

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As of March 11, 2026, our Founders collectively control approximately 52% of the combined voting power of our common stock primarily as a result of their ownership of Class C Common Stock, each share of which is entitled to three votes on all matters submitted to a vote of our stockholders.

including potential mergers or acquisitions, payment of dividends, asset sales, amendments to the Certificate of Incorporation and By-Laws and other significant corporate transactions for so long as they retain significant ownership of our Class C Common Stock.

As a result, the Intuitive Machines Founders have the ability to control any action requiring the general approval of our stockholders, including the election and removal of directors and thereby determine corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendments to the Certificate of Incorporation and By-Laws and other significant corporate transactions for so long as they retain significant ownership of our Class C Common Stock.

This concentration of ownership and voting power may also delay, defer or even prevent an acquisition by a third party or other change of control of us and may make some transactions more difficult or impossible without their support, even if such events are in the best interests of minority stockholders.

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Delaware law and the Certificate of Incorporation and our bylaws (the “By-Laws”) contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Certificate of Incorporation, By-Laws, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of our Class A Common Stock.

The Certificate of Incorporation, By-Laws, and the Delaware General Corporate Law (“DGCL”), contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of our Class A Common Stock.

These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the then-current members of the Board or taking other corporate actions, including effecting changes in management.

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• controlling the procedures for the conduct and scheduling of the Board and stockholder meetings;

• the requirement for the affirmative vote of holders of at least 66 2/3% of the total voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions in the Certificate of Incorporation which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

annual or special meetings of stockholders and delay changes in the Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

• the ability of the Board to amend the By-Laws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the By-Laws to facilitate an unsolicited takeover attempt;

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These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.

The enforceability of similar exclusive-forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in the Certificate of Incorporation is inapplicable or

unenforceable.

If a court were to find these exclusive-forum provisions to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.

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We may be subject to certain claims, litigation, shareholder activism or other proceedings, which could take many forms or arise in a variety of situations.

Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and our Board’s attention and resources from our business.

Securities litigation and stockholder activism, including potential proxy contests, could

result in substantial costs and divert management’s and our Board’s attention and resources from our business.

Additionally, the Company has been, and may in the future become, subject to litigation from customers, suppliers or other parties.

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Although we believe that we have meritorious defenses and intend to vigorously defend the litigation, we cannot be certain as to the ultimate outcome of this matter or as to any potential losses we may incur, which may be material.

In addition, in October 2023, the Civil Division of the U.S.

Department of Justice issued a Civil Investigative Demand as part of an investigation into allegations that Lanteris submitted, or caused to be submitted, false claims to the federal government by failing to meet cybersecurity requirements in federal regulations and government contracts issued to Lanteris and made or used false records or statements material to these false claims.

Any litigation could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel.

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Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our shares of Common Stock to fall.

Sales of a substantial number of our shares of Class A Common Stock in the public market by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities.

Sales of a substantial number of our shares of Class A Common Stock in the public market by our existing securityholders, including through the exercise of registration rights granted by us, or the perception that those sales might occur, could depress the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities.

We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Common Stock.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors