indie Semiconductor, Inc.

Aliso Viejo, California · 18,000 · Nuremberg, Germany · 6,189

Austin, Texas · 5,753 · Ontario, Canada · 10,377

Budapest, Hungary · 5,829 · Quebec City, Canada · 50,050

Detroit, Michigan · 32,700 · San Jose, California · 24,209

Edinburgh, Scotland · 5,328 · Schlieren, Switzerland · 11,108

Frankfurt (Oder), Germany · 10,646 · Shanghai, China · 5,162

Haifa, Israel · 6,749 · Suzhou, China · 6,841

• indie Services Corporation California⁵
• indie Technologies Switzerland AG Switzerland⁵

• The cyclical nature of the semiconductor industry may limit our ability to maintain or improve our net sales and profitability.
• The semiconductor industry is highly competitive. If we fail to introduce new or enhanced technologies and products that meet evolving standards for quality in a timely manner, or otherwise compete effectively with our competitors, it could adversely affect business.
• The average selling prices of products in our markets have historically decreased over time and could do so in the future, which could adversely impact our revenue and profitability.
• Much of our business depends on winning competitive bid selection processes, and the failure to be selected could adversely affect business in those market segments.
• The demand for our products depends on the demand for our customers’ end products.
• Our sales are made primarily to Tier 1 suppliers. A downturn in the automotive market could significantly harm our financial results.
• If significant tariffs or other trade restrictions are placed on our products or third-party suppliers, or if we become subject to expanded export controls or trade restrictions, our revenue and results of operations may be materially harmed.
• We are a global company, which subjects us to additional business risks including logistical and financial complexity and political instability.
• We depend on third parties and their technology to manufacture, assemble, test and/or package our products, which exposes us to risks that may harm our business.
• We rely on the timely supply of materials, and our business could be adversely affected if suppliers fail to meet their delivery obligations or raise prices. Certain materials needed in our manufacturing operations are only available from a limited number of suppliers.
• The semiconductor industry is characterized by continued price erosion, especially after a product has been on the market for a period of time, and we may be unsuccessful in advancing our product technologies, improving efficiencies or developing and selling new products with product margins similar or better than what we have experienced in the past.
• Our strategic backlog and design win pipeline are subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings.
• We may pursue mergers, acquisitions, investments and joint ventures, which could adversely affect our results of operations.
• We may seek additional capital to take advantage of business opportunities and support the further expansion of our business, which capital might not be available on acceptable terms, if at all, or may result in dilution to our stockholders.
• We rely on strategic partnerships, joint ventures and alliances for some of our manufacturing and research and development. However, we do not control these partnerships and joint ventures, and actions taken by any of our partners or the termination of these partnerships or joint ventures could adversely affect our business.
• If we do not effectively manage future growth, our resources, systems and controls may be strained, and our results of operations may suffer.
• We may from time-to-time desire to exit certain programs or businesses, or to restructure our operations, but may not be successful in doing so.
• Disruptions in our relationships with any one of our key customers could adversely affect our business.
• Loss of key management or other highly skilled personnel, or an inability to attract such management and other personnel, could adversely affect our business.
• We may experience disruptions in our operations resulting from our enterprise resource planning system initiative.
• We have historically incurred losses and may continue to incur losses.
• Downturns or volatility in general economic conditions could have a material adverse effect on our business, financial condition, results of operations and liquidity.
• Fluctuations in foreign exchange rates could have an adverse effect on our results of operations.
• Our worldwide operations are subject to political, economic and health risks and natural disasters which could have a material adverse effect on our business operations.
• Our failure, or the failure of our customers or suppliers, to comply with the large body of laws and regulations to which we are subject could have a material adverse effect on our business and operations.
• Our business may be adversely affected by costs relating to product defects, and we could be faced with product liability claims.
• We may face significant warranty claims.
• Significant litigation could impair our reputation and cause us to incur substantial costs.
• Our business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of our business and growth strategy and impact our stock price.
• We, and our customers or suppliers, are subject to export restrictions and laws affecting trade and investments that could materially and adversely affect our business and results of operations.
• Changes in domestic or international changes in tax rates, the adoption of new tax laws or other exposure to additional tax liabilities could adversely affect our results of operations and financial condition.
• Failure to comply with anti-corruption laws or violations of our internal policies designed to ensure ethical business practices could cause damage to our reputation, adversely affect our business and could result in substantial fines, sanctions, and criminal or civil penalties.
• In order to comply with environmental laws, occupational health and safety laws and regulations, and conflict minerals regulations, we may need to modify our activities or incur substantial costs, liabilities, obligations and fines, or require us to have suppliers alter their processes.
• Uncertainties with respect to the PRC legal system could adversely affect our China business.
• Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.
• Changes in China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations may be quick with little advance notice and could have a material adverse effect on our China Subsidiaries' business our results of operations.
• Wuxi may be limited in its ability to make payments, dividends or other distributions to us.
• Governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of our securities.
• Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
• In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, though such oversight is not applicable to us, we may be subject to a variety of PRC
• laws and other obligations regarding data protection and any other rules, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, our listing on the Nasdaq Capital Market, financial condition, and results of operations.
• Risks Related to Our Intellectual Property, Technology and Cybersecurity
• We rely to a significant extent on proprietary intellectual property. We may not be able to protect this intellectual property against improper use by our competitors or others.
• We may become party to intellectual property claims or litigation that could cause us to incur substantial costs, pay substantial damages or prohibit us from selling our products.
• Certain software that we use in our products is licensed from third parties and may not be available to us in the future, which may delay product development and production or cause us to incur additional expense.
• Interruptions in our information systems or networks, including attempted security breaches and other cybersecurity incidents, could adversely affect our business.
• We may fail to maintain effective internal control over financial reporting, which could result in materially misstated financial statements.
• We incur significant expenses and administrative burdens as a public company, which could have a material adverse effect on our business, financial condition and results of operations.
• Our existing and future indebtedness could adversely affect our ability to operate our business.
• We may not have the ability to raise the funds necessary to settle the Convertible Notes 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.
• Provisions in the indentures for the Convertible Notes may deter or prevent a business combination that stockholders may consider favorable.
• The accounting method for reflecting the Convertible Notes may adversely affect our reported earnings and financial condition.
• The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
• The capped call transactions relating to the 2029 Notes may affect the value of the 2029 Notes and our Class A common stock and subject us to counterparty risk.
• We are a holding company and our only material asset is our interest in ADK LLC, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.
• Under the Tax Receivable Agreement, we will be required to pay 85% of the tax benefits relating to tax depreciation or amortization deductions as a result of the tax basis step-up we receive in connection with the exchanges of ADK LLC units into our Class A common stock and related transactions, and those payments may be substantial.
• In certain cases, payments under the Tax Receivable Agreement may exceed the actual tax benefits we realize or may be accelerated.
• There may be sales of a substantial amount of Class A common stock by our stockholders and these sales could cause the price of our securities to fall.
• Delaware law and our Certificate of Incorporation and Bylaws 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.
• Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.