Drilling Tools International Corp

Certain statements in this Report on Form 10-Q (this “Report”) may constitute "forward-looking statements" for purposes of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward‑looking. Forward-looking statements in this Report may include, for example, statements about:

Important factors that could cause actual results to differ materially from those contained in the forward‑looking statements include, but are not limited to:

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the demand for our products and services, which is influenced by the general level activity in the oil and gas industry;

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our ability to retain our customers, particularly those that contribute to a large portion of our revenue;

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our ability to employ and retain a sufficient number of skilled and qualified workers, including our key personnel;

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the impact of our status as an emerging growth company and smaller reporting company;

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our ability to source tools at reasonable cost;

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our customers’ ability to obtain required permits or authorizations from applicable governmental agencies and other third parties;

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our ability to market our services in a competitive industry;

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our ability to execute, integrate and realize the benefits of acquisitions, and manage the resulting growth of our business;

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our ability to obtain new technology that may become prevalent in the oilfield services industry;

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potential liability for claims arising from damage or harm caused by the operation of our tools, or otherwise arising from the dangerous activities that are inherent in the oil and gas industry;

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the impact of global pandemic

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the impact of the ongoing Russia-Ukraine and Israel-Hamas conflicts on the global economy;

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application of oilfield anti-indemnity limitations enacted by certain states;

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our ability to obtain additional capital;

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the impact of restrictive covenants in the Amended and Restated Revolving Credit, Security and Guaranty Agreement among Drilling Tools International, Inc., certain of its subsidiaries, Drilling Tools International Corporation and PNC Bank, National Association, dated as of March 15, 2024 (the “Credit Facility Agreement”);

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the impact of indebtedness incurred to execute our long-term growth strategy;

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potential political, regulatory, economic and social disruptions in the countries in which we conduct business, including changes in tax laws or tax rates;

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our dependence on our information technology systems, in particular Customer Order Management Portal and Support System, for the efficient operation of our business;

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the impact of a change in relevant accounting principles, enforcement of existing or new regulations, and changes in policies, rules, regulations, and interpretations of accounting and financial reporting requirements;

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the impact of adverse and unusual weather conditions on our operations;

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our ability to comply with applicable laws, regulations and rules, including those related to the environment, greenhouse gases and climate change;

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our ability to protect our intellectual property rights or trade secrets;

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the potential for volatility in the market price of the Common Stock;

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the fact that the price per share of Common Stock paid by certain Selling Stockholders is less than the price of such shares as of the date of this prospectus;

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the impact of increased legal, accounting, administrative and other costs incurred as a public company, including the impact of possible shareholder litigation;

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the potential for issuance of additional shares of DTIC Common Stock or other equity securities;

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our ability to maintain the listing of the Common Stock on Nasdaq;

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the impact of industry or securities analysts changing their recommendation, or failing to cover, the Common Stock; and

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other risks and uncertainties described in this Report, including those under the section entitled “Risk Factors.”