Intuitive Machines (NASDAQ: LUNR) completes Lanteris Space cash-stock deal

Rhea-AI Filing Summary

Intuitive Machines, Inc. has closed its acquisition of Lanteris Space Holdings LLC, paying approximately $403 million in cash and issuing 22,991,028 shares of Class A common stock valued at about $284 million to the seller. The stock portion was priced using a volume weighted average price of $12.34 per share for the ten trading days ended October 31, 2025.

The company granted the seller registration rights for the stock it received, including the ability to initiate up to three underwritten offerings. Intuitive Machines’ subsidiary became guarantor under Lanteris’ Orbital Receivables Purchase Facility, which permits ING Belgium NV/SA to purchase up to $250,000,000 of receivables through December 1, 2026, and ING consented to the change of control and waived related defaults. Stifel Bank also consented to the deal via a waiver that halts borrowing and covenant obligations under an existing loan and security agreement. Required financial statements and pro forma information for the acquisition will be filed by amendment.

Insights

M&A and Capital Structure Analyst

Intuitive Machines closes a sizable cash-and-stock acquisition with new financing links.

Intuitive Machines completed the purchase of Lanteris Space Holdings using a mix of approximately $403 million in cash and 22,991,028 newly issued shares valued at about $284 million. Using stock priced at $12.34 per share helps preserve some cash while still providing substantial consideration to the seller.

The seller obtained registration rights, including up to three underwritten offerings, which could allow future sales of the stock consideration into the market. The buyer’s subsidiary also became guarantor under Lanteris’ Orbital Receivables Purchase Facility, which permits ING Belgium NV/SA to purchase up to $250,000,000 of receivables through December 1, 2026, aligning the receivables program with the new ownership.

Stifel Bank’s waiver both consents to the acquisition and halts borrowing and covenant obligations under the existing loan and security agreement, which changes how that facility can be used. Financial statements and pro forma data for the transaction are expected by amendment within the 71-day window referenced, which will provide more detail on how Lanteris affects Intuitive Machines’ results.

8-K Event Classification

6 items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001844452 0001844452 2026-01-12 2026-01-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2026

INTUITIVE MACHINES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40823		36-5056189
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

13467 Columbia Shuttle Street Houston, Texas		77059
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (281) 520-3703

N/A

(Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		LUNR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On January 13, 2026, Intuitive Machines, Inc. (the “Company”) consummated the acquisition (the “Acquisition”) of 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC (“Lanteris”) through its subsidiary, Intuitive Machines, LLC (“Purchaser”), pursuant to the previously announced Membership Interest Purchase Agreement, dated as of November 3, 2025 (the “Purchase Agreement”), by and among the Company, Purchaser, Lanteris, Vantor Holdings Inc. (“Seller”) and Galileo TopCo, Inc. The Acquisition, first announced on November 4, 2025, was completed for $800 million before closing adjustments, consisting of $450 million in cash and $350 million of Intuitive Machines, Inc. Class A Common Stock, par value $0.0001 per share (the “Common Stock”).

Item 1.01 Entry into a Material Definitive Agreement.

Registration Rights Agreement

In connection with the Acquisition, on January 13, 2026, the Company entered into a registration rights agreement with Seller, pursuant to which Seller received certain registration rights, including the right to initiate up to three underwritten public offerings, and piggyback registration rights relating to the Stock Consideration.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified by the full text of the Registration Rights Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Waiver, Consent, Amendment and Assignment Agreement of Orbital Receivables Purchase Facility

On January 13, 2026, in connection with closing of the Acquisition, Purchaser entered into a Waiver, Consent, Amendment and Assignment Agreement (the “Waiver, Consent, Amendment and Assignment Agreement”), with Lanteris Space LLC (a subsidiary of Lanteris), as seller and servicer, Vantor Parent Inc. (an affiliate of Seller), as assignor and existing guarantor and ING Belgium NV/SA (“ING”), pursuant to which Purchaser became a guarantor under the Amended and Restated Receivables Purchase Agreement dated as of December 1, 2023 (as amended by that certain Omnibus Amendment dated as of May 21, 2024 among Lanteris, Seller and ING, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Orbital Receivables Purchase Facility”).

Pursuant to the Waiver, Consent, Amendment and Assignment Agreement, ING consented to the “Change of Control” of Lanteris Space LLC resulting from the Acquisition, consented to the assignment of the guarantee under the Orbital Receivables Purchase Facility to Purchaser, waived any and all Defaults or Events of Default resulting from such Change of Control and agreed that the Acquisition and resulting Change of Control will not constitute a Repurchase Event, and Vantor Parent Inc. assigned to Purchaser all of its rights, title and interest in and to, and obligations under the Orbital Receivables Purchase Facility (with all capitalized terms used in this paragraph having the meanings contained in the Orbital Receivables Purchase Facility).

Under the Orbital Receivables Purchase Facility, Lanteris may at any time during the term (through December 1, 2026), propose terms by which ING may purchase certain orbital payment receivables of Lanteris, which ING may decide, on a case-by-case basis, whether to accept. The maximum aggregate amount of receivables purchased or agreed to be purchased at any time under the Orbital Receivables Purchase Facility during its term is $250,000,000. If a customer prepays an orbital payment that has been purchased by ING, Lanteris Space LLC must provide ING with a “make-whole” payment pursuant to a net present value formula contained in the Orbital Receivables Purchase Facility.

The foregoing description of the Waiver, Consent, Amendment and Assignment Agreement does not purport to be complete and is qualified by the full text of such agreement, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.

Waiver of Loan Security Agreement

On January 12, 2026, the Company, Purchaser and Stifel Bank entered into a waiver (the “Stifel Waiver”), in respect of that certain Loan and Security Agreement, dated as of March 4, 2025, among such parties, pursuant to which Stifel Bank consented to the Acquisition while halting any borrowing and covenant obligations by the Company or Purchaser under such facility.

The foregoing description of the Stifel Waiver does not purport to be complete and is qualified by the full text of such agreement, which is filed as Exhibit 10.3 hereto and is incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information under “Explanatory Note” is incorporated by reference into this Item 2.01.

In accordance with the terms and conditions of the Purchase Agreement, in connection with closing, Purchaser paid the purchase consideration to the Seller consisting of (i) 22,991,028 newly issued shares of Common Stock valued at approximately $284 million in the aggregate (the “Stock Consideration”), and (ii) approximately $403 million in cash (the “Cash Consideration”), and in the case of the Cash Consideration, subject to adjustment as set forth in the Purchase Agreement. The Stock Consideration was issued based on an assumed value of $12.34 per share of Common Stock, representing the volume weighted average price of the Common Stock for the ten consecutive trading day period ended October 31, 2025, the last trading day prior to execution of the Purchase Agreement.

As contemplated by the Purchase Agreement, at the closing of the Acquisition, Seller and Lanteris entered into a Transitional Services Agreement, pursuant to which Seller agreed to continue to provide or procure the provision of certain services, only on a transitional basis and in relation to specified business activities of Lanteris, for payment amounts set forth therein.

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to Company Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2025 and which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent applicable, the disclosure set forth in Item 1.01 under the heading “Orbital Receivables Purchase Facility” is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 2.01 is incorporated by reference herein. The Stock Consideration issued to Seller in connection with the Acquisition was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Item 7.01 Regulation FD Disclosure.

On January 13, 2026, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information set forth under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired.

The financial statements required by this item will be filed by amendment to this Form 8-K no later than 71 calendar days after the date on which this Form 8-K must be filed.

(b) Pro Forma Financial Information.

The financial statements required by this item will be filed by amendment to this Form 8-K no later than 71 calendar days after the date on which this Form 8-K must be filed.

(d) Exhibits.

Exhibit No.		Exhibit Description
2.1		Membership Interest Purchase Agreement, dated November 3, 2025, by and among Intuitive Machines, Inc., Intuitive Machines, LLC, Vantor Holdings Inc., Galileo Topco, Inc., and Lanteris Space Holdings LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2025).
10.1		Registration Rights Agreement, dated January 13, 2026, by and among Intuitive Machines, Inc. and the other parties thereto.
10.2		Waiver, Consent, Amendment and Assignment Agreement, dated January 13, 2026, by and among Lanteris Space LLC, as seller and servicer, Vantor Parent Inc., as assignor and existing guarantor, Intuitive Machines, LLC, as assignee and new guarantor, and ING Belgium NV/SA.
10.3		Consent to Loan and Security Agreement, dated January 12, 2026, by and among Intuitive Machines, Inc., Intuitive Machines, LLC and Stifel Bank in respect of the Loan and Security Agreement, dated as of March 4, 2025.
99.1		Press Release, dated January 13, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 13, 2026				INTUITIVE MACHINES, INC.
				By:		/s/ Peter McGrath
				Name:		Peter McGrath
				Title:		Chief Financial Officer and Senior Vice President

FAQ

What acquisition did Intuitive Machines (LUNR) complete in January 2026?

Intuitive Machines, Inc. completed the acquisition of 100% of the issued and outstanding membership interests of Lanteris Space Holdings LLC through its subsidiary, Intuitive Machines, LLC.

How much did Intuitive Machines pay for Lanteris Space Holdings LLC?

At closing, Intuitive Machines’ subsidiary paid approximately $403 million in cash and issued 22,991,028 shares of Class A common stock valued at about $284 million, based on a $12.34 per-share volume weighted average price.

What registration rights did the Lanteris seller receive from Intuitive Machines (LUNR)?

The seller received a Registration Rights Agreement that provides certain registration rights for the stock consideration, including the right to initiate up to three underwritten public offerings and piggyback registration rights.

What is the Orbital Receivables Purchase Facility mentioned by Intuitive Machines?

Under the Orbital Receivables Purchase Facility, Lanteris may propose terms for ING Belgium NV/SA to purchase certain orbital payment receivables through December 1, 2026, with a maximum aggregate amount of $250,000,000 of receivables purchased or agreed to be purchased at any time.

How did ING respond to the change of control from the Intuitive Machines–Lanteris deal?

ING consented to the change of control of Lanteris Space LLC, agreed the acquisition will not constitute a repurchase event, waived any defaults or events of default arising from the change of control, and accepted Intuitive Machines, LLC as the new guarantor under the receivables facility.

What did the Stifel Bank waiver do in relation to Intuitive Machines’ loan agreement?

Stifel Bank’s waiver consented to the acquisition and halted any borrowing and covenant obligations by Intuitive Machines, Inc. or its subsidiary under the Loan and Security Agreement dated March 4, 2025.

Will Intuitive Machines (LUNR) provide Lanteris financial statements and pro forma information?

Yes. Intuitive Machines stated that the required financial statements of the acquired business and related pro forma financial information will be filed by amendment to the Form 8-K no later than 71 calendar days after the Form 8-K’s required filing date.