Intuitive Machines Inc

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our 2023 Annual Report on Form 10-K. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed except as disclosed below.

Our business and operations could be negatively affected if it becomes subject to certain claims, litigation or shareholder activism, which could, among other things, cause us to incur significant expense, negatively impact our reputation, hinder execution of business and growth strategy and impact our stock price.

For new public registrants, periods of high stock price volatility may result in various types of claims including securities class action litigation or shareholder activism, which could take many forms or arise in a variety of situations. Volatility in the stock price of our Class A Common Stock or other reasons may in the future cause us to become the target of securities litigation or stockholder activism. 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 may be subject to litigation from customers, suppliers or other parties. For example, on April 8, 2024, the Company received a letter threatening litigation by an entity complaining that it received an insufficient number of Class A Common shares when it converted its shares of 10% Series A Cumulative Convertible Preferred Stock in February 2024. The conversion amount had been agreed to, confirmed and ratified by such entity prior to the conversion. This entity had no involvement with the Company prior to the February 2024 transaction. The Company believes it has strong defenses to any claim, and would defend any litigation vigorously. 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. Also, we may be required to incur significant legal fees and other expenses related to any litigation and activist stockholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any litigation and stockholder activism.