Karman Holdings Inc.

Campus Location · Square Footage · Leased Properties

Huntington Beach, CA · ~125,000 · 5382-5386 Argosy Avenue, Huntington Beach, CA 92649 5351 Argosy Avenue, Huntington Beach, CA 92649 5340 Argosy Avenue, Huntington Beach, CA 92649 5331 Business Drive, Huntington Beach, CA 92649

South El Monte, CA · ~100,000 · 1430 & 1440 Amro Way, South El Monte, CA 91733 1452-1456 N. Chico Avenue & 1489 Amro Way South El Monte, CA 91733 1490 Adelia Street, South El Monte, CA 91733 1503 & 1505 Adelia Avenue, South EL Monte, CA 91733 2465 Loma Avenue, South El Monte, CA 91733

Corona, CA · ~75,000 · 220 Klug Circle, City of Corona, California 92878

Santa Ana, CA · ~22,000 · 2141-2143 South Standard, Santa Ana, CA 92707

Brea, CA · ~124,000 · 2632 Saturn Street, Brea, CA 92821 2664 Saturn Street, Unit B, Brea, CA 92821 2700 Saturn Street, Unit B, Brea, CA 92821

Mukilteo, WA · ~195,000 · 6500 Harbour Heights Parkway SW, Mukilteo, WA 98275

Skagit, WA · ~30,000 · 11941 Farm to Market Road, Mount Vernon, WA 98273 9800 29th Avenue W, Hangar E-105, Everett, WA 98204

Portland, OR · ~15,000 · 25749 SW Canyon Creek Road, Suite 400/500, Wilsonville, Oregon 97070

Huntsville, AL · ~30,000 · 3401-O Alabama Highway 20 West, Decatur, AL 35601

Arlington, WA · ~19,000 · 3705 166th Place NE Arlington, WA 98232

Ogden, UT · ~23,000 · 2902 South American Way Ogden, Utah 84401

Huntington Beach, CA · ~3,600 · 5252 Argosy Ave Huntington Beach, CA 92649

Cedar City, UT · ~21,000 · 2113 W. 850 N. Cedar City, Utah 84721

Albany, OR · ~26,000 · 173 SW Queen Ave, Albany, OR 97322

• Our operations depend on our manufacturing facilities, which are subject to physical and other risks that could disrupt production.
• Our leases may be terminated or we may be unable to renew our leases on acceptable terms and if we wish to relocate, we may incur additional costs if we terminate a lease.
• We may not realize the full amounts reflected in our backlog as revenues, which could materially adversely affect our expected future revenues and growth prospects.
• Our quarterly operating results may vary widely.
• Our business may be materially adversely affected if we were to lose our government or industry approvals, if more stringent government regulations were enacted or if industry oversight were to increase.
• Because our operations are conducted through our subsidiaries, we are dependent on the receipt of distributions and dividends or other payments from our subsidiaries for cash to fund our operations and expenses and future dividend payments, if any.
• Technology failures or cybersecurity breaches or other unauthorized access to or use of our information technology systems or sensitive or proprietary information could have a material adverse effect on the Company’s business and operations.
• U.S. military spending is dependent upon the U.S. defense budget.
• We are subject to certain unique business risks as a result of supplying equipment to the U.S. government.
• A preference for small, small disadvantaged, service-disabled veteran-owned, woman-owned businesses or other preferred socioeconomic designations could impact our ability to be a prime contractor and limit our opportunity to work as a subcontractor on certain governmental procurements.
• If we fail to establish and maintain important relationships with government agencies and prime contractors, our ability to successfully maintain and develop new business could be materially adversely affected.
• The loss of any member of our senior management could impair our relationships with U.S. government customers and disrupt the management of our business.
• Efforts by the U.S. government to revise its organizational conflict of interest rules could limit our ability to successfully compete for new contracts or task orders, which would materially adversely affect our business, results of operations, prospects and financial condition.
• Some of our contracts with the U.S. government allow it to use inventions developed under the contracts and to disclose technical data to third parties, which could harm our ability to compete.
• U.S. government contracts are generally not fully funded at inception, contain certain provisions that may be unfavorable to us and may be undefinitized at the time of the start of performance, which could prevent us from realizing our contract backlog and materially harm our business, results of operations, prospects and financial condition.
• U.S. government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue.
• We have classified contracts with the U.S. government, which may limit investor insight into portions of our business.
• We face significant competition.
• If we are unable to adapt to technological change, demand for our products may be reduced.
• We may need to invest in new information technology systems and infrastructure to scale our operations.
• Our future operating results will be impacted by changes in global economic and political conditions.
• Our customers’ inability to obtain financing for their purchases from us and/or their inability to obtain financing to maintain their business could have a material adverse effect on our business.
• Risks Related to Legal and Regulatory Matters
• We could incur substantial costs as a result of violations of or liabilities under environmental laws and regulations.
• We may be subject to periodic litigation and regulatory proceedings, which may materially adversely affect our business, results of operations, prospects and financial condition.
• Our failure to comply with applicable economic and trade sanctions could materially adversely affect our reputation and results of operations.
• We are subject to the Foreign Corrupt Practices Act and other similar anti-corruption laws and regulations, which could expose us to liability and materially adversely impact our business.
• We could be the subject of future product liability suits or product recalls, which could harm our business.
• Our insurance, customer indemnifications or other liability protections may be insufficient to protect us from product and other liability claims or losses.
• Our business and operations expose us to numerous legal and regulatory requirements, and any violation of these requirements could materially adversely affect our business, results of operations, prospects and financial condition.
• Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete.
• We may be harmed by intellectual property infringement claims.
• Contracting in the defense industry is subject to significant regulation, including rules related to bidding, billing and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment.
• Our failure to comply with various complex procurement rules and regulations could result in our being liable for penalties, including termination of our U.S. government contracts, disqualification from bidding on future U.S. government contracts, civil False Claims Act allegations and suspension or debarment from U.S. government contracting.
• Environmental matters, including unforeseen costs associated with compliance and remediation efforts and government and third-party claims, could have a material adverse effect on our reputation and our business, results of operations, prospects and financial condition.
• We are subject to procurement rules and regulations, which increase our performance and compliance costs under our U.S. government contracts.
• Misconduct of employees, subcontractors, agents, suppliers, business partners or joint ventures and others working on our behalf could cause us to lose existing contracts or customers and adversely affect our ability to obtain new contracts and customers and could have a material adverse impact on our reputation, business, results of operations, prospects and financial condition.
• Regulations designed to address climate change may result in additional compliance costs.
• New sustainability and climate-related disclosure obligations, including those resulting from US SEC rule amendments and the State of California’s Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act, among others, could result in unforeseen costs associated with compliance, government and third-party claims, operations, and increased reputational and litigation risk.
• Failure to maintain a level of corporate social responsibility could damage our reputation and could materially adversely affect our business, results of operations, prospects and financial condition.
• Negative publicity could damage our brand reputation, particularly at the subsidiary level, and materially adversely affect our business, results of operations, prospects and financial condition.
• Risks Related to Financial Matters
• Tariffs on certain imports to the United States, other potential changes to U.S. tariff and import/export regulations, and other changes to macroeconomic conditions could have a material adverse effect on global economic conditions and our business, results of operations, prospects and financial condition.
• We use estimates in accounting for many of our programs and changes in our estimates could materially adversely affect our future financial results.
• also “We have identified material weaknesses in our internal control over financial reporting. If we are unable to maintain effective internal controls, the accuracy and timeliness of our financial reporting may be materially adversely affected, which could cause the market price of our common stock to decline, lessen investor confidence and harm our business.”
• Our financial results of operations could be materially adversely affected by impairment of our goodwill or other intangible assets.
• Our cash flow and profitability could be reduced if expenditures are incurred prior to the final receipt of a contract.
• We may be subject to risks relating to changes in our tax rates or exposure to additional income tax liabilities.
• We may need to raise additional capital, and we cannot be sure that additional financing will be available.
• We have identified material weaknesses in our internal control over financial reporting. If we are unable to maintain effective internal controls, the accuracy and timeliness of our financial reporting may be materially adversely affected, which could cause the market price of our common stock to decline, lessen investor confidence and harm our business.
• Risks Related to Our Indebtedness
• Our indebtedness, which is subject to variable interest rates, could adversely affect our financial health and could harm our ability to react to changes to our business.
• Servicing our indebtedness requires a significant amount of cash. Our ability to generate cash depends on many factors, and any failure to meet our debt service obligations could materially adversely affect our business, results of operations, prospects and financial condition.
• The terms of the Citi Credit Agreement restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
• Risks Related to Ownership of Our Common Stock
• We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common stock less attractive to investors.
• Our stock price may be volatile, and an investment in our common stock could suffer a decline in value.
• We will incur significant increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.
• Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your shares of common stock for a price greater than that which you paid for it.
• Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.
• Anti-takeover provisions in our organizational documents, Stockholders Agreement and under Delaware law could delay or prevent a change of control.
• Our Board is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.
• As a public reporting company, we are subject to rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. If we fail to put in place appropriate and effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner, which may materially adversely affect investor confidence in us and, as a result, the value of our common stock.
• Our certificate of incorporation contains exclusive forum provisions for certain stockholder litigation matters, which limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, associates or stockholders.