International Money Express Inc

ITEM 1A. RISK FACTORS

Except as set forth below, in our quarterly Report on Form 10-Q for the quarter ended June 30, 2025, there have been no material changes to our principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024 (the 2024 Form 10-K). Prospective investors are encouraged to consider the risks described in our 2024 Form 10-K, our Managements Discussion and Analysis of Financial Condition and Results of Operations contained in this previously filed Quarterly Report on Form 10-Q and in our 2024 Form 10-K, and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.

The announcement and pendency of the proposed Merger may adversely affect our business, financial condition, and results of operations.

The announcement and pendency of the proposed Merger could cause disruptions to our business or business relationships and create uncertainty surrounding our business, which could have an adverse impact on our financial condition and results of operations, regardless of whether the Merger is completed, including as a result of the following (all of which could be exacerbated by a delay in completion of the Merger):

customers, agents or other parties with which we maintain business relationships may experience uncertainty prior to the closing of the Merger and seek alternative relationships with third parties or seek to terminate or renegotiate their relationships with us;

our employees may experience uncertainty about their future roles with us, which might adversely affect our ability to attract, retain and motivate key personnel and other employees;

the restrictions imposed on our business and operations pursuant to certain covenants set forth in the Merger Agreement, which may prevent us from pursuing certain opportunities;

the incurrence of significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger;

the attention of our management may be directed to Merger-related considerations and may be diverted from the day-to-day operations of our business; and

there may be litigation relating to the Merger, or injunctions or governmental orders initiated by a governmental entity restraining, enjoining or prohibiting the consummation of the Merger, and there may be costs related thereto.

Failure to consummate the Merger within the expected time frame or at all could have a material adverse impact on our business, financial conour Managements Discussion and Analysis of Financial Condition and rResults of oOperations.

There can be no assurance that the proposed Merger will be consummated. The consummation of the proposed Merger  contained in this subject to various customary closing conditions, including: (i) approval of the stockholders of the Company, (ii) the absence of any judgment by any governmental authority of competent jurisdiction or any applicable law that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Merger, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, (iv) the receipt of applicable consents, approvals or other clearances required to be obtained under the Merger Agreement, including with respect to the Companys or its subsidiaries money transmitter licensesQuarterly Report on Form 10-Q and in our 2024 Form 10-K, and (v) other customary closing conditions. There can be no assurance that these and other conditions to closing will be satisfied in a timely manner or at all. If the Merger is not completed, we may suffer consequences that could adversely affect our business, results of operations, and share price, including the following:

we could be required to pay a termination fee of $19,800,000 to Western Union under certain circumstances as described in the Merger Agreement;

there can be no assurance that a remedy will be available to us in the event of a breach of the Merger Agreement by Western Union or that we will wholly or partially recover for any damages incurred by us in connection with the Merger;

we would have incurred and will incur significant costs in connection with the Merger that we would be unable to wholly or partially recover;

we may be subject to legal proceedings related to the Merger;

51

the finformation publicly disclosed or contailure of the Merger to be consummatned may result in negative publicity and a negative impression of us among customers or in the investment community or business community generally;

any disruptions to our business resulting from the announcement and pendency of the Merger, including any adverse changes in our relationships documents we file with our employees, customers, suppliers, and other business partners, may continue or intensify in the event the merger is not consummated;

we may not be able to take advantage of alternative business opportunities or effectively respond to competitive pressures; and

we may experience a departure of management personnel and other employees.

We and our directors may be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class actthe Securities and Exchange Commission lawsuits and derivative lawsuits are often brought against public companies and their directors when companies enter into agreements befor transactions similar to those contemplated by the Merger Agreement, and such lawsuits may be brought against us and our directors in connection with the Merger Agreement. Even if the lawsuits are without merit, these claims can result in substantial costs and divert management time and rese purchasing ources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect our business, financial position, and results of operations securities.