[8-K/A] Intuitive Machines, Inc. Warrants Amends Material Event Report

Rhea-AI Filing Summary

Intuitive Machines, Inc. filed Amendment No. 1 to its Current Report to attach a Stock Purchase Agreement dated August 6, 2025, under which the company agreed to acquire 100% of KinetX, Inc. The amendment updates the exhibit index in Item 9.01 to include Exhibit 2.1 and confirms the Inline XBRL cover page (Exhibit 104) is included. The filing expressly states it does not amend or update the disclosures previously reported under Items 1.01 or 2.01 of the Original Current Report filed August 7, 2025. Schedules to the exhibit have been omitted in accordance with Item 601 of Regulation S-K and will be furnished to the SEC upon request.

Positive

• Filed the Stock Purchase Agreement dated August 6, 2025 as Exhibit 2.1, increasing disclosure on the acquisition.
• Confirmed the acquisition covers 100% of the issued and outstanding capital stock of KinetX, Inc. and updated Item 9.01 to include Exhibit 2.1 and Exhibit 104.

Negative

• None.

Insights

M&A Specialist

TL;DR: The amendment formally files the purchase agreement for a full acquisition of KinetX, increasing disclosure without changing prior material disclosures.

The company attached the Stock Purchase Agreement dated August 6, 2025, clarifying the documented terms of an announced acquisition of 100% of KinetX, Inc. By adding Exhibit 2.1 to the exhibit index, the registrant improves transparency for counterparties and investors who need to review the actual agreement. The amendment explicitly leaves Items 1.01 and 2.01 unchanged, indicating this filing is procedural rather than a substantive change to previously reported facts.

Corporate Governance Expert

TL;DR: Amendment strengthens record keeping and disclosure completeness while omitting routine schedules under Regulation S-K.

The filing updates the exhibit list to include the Stock Purchase Agreement and the Inline XBRL cover page. The disclosure that schedules are omitted pursuant to Item 601 of Regulation S-K is standard; the company has committed to furnish omitted schedules to the SEC upon request, which preserves regulatory compliance. Because the amendment does not alter Items 1.01 or 2.01, it functions to complete the public record rather than to change the substance of prior disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2025

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)

(IRS Employer Identification No.)

13467 Columbia Shuttle Street

Houston, TX 77059

(Address of principal executive offices, including zip code)

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

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 x

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. o

Explanatory Note

This Amendment No. 1 (this “Amendment”) amends the Current Report on Form 8-K of Intuitive Machines, Inc. (the “Company”) filed with the Securities Exchange Commission (the “SEC”) on August 7, 2025 (the “Original Current Report”), in which the Company reported, among other events, that the Company entered into a Stock Purchase Agreement (the “SPA”) to acquire 100% of the issued and outstanding capital stock of KinetX, Inc.

This Amendment is solely for the purpose of (i) filing the Purchase Agreement as a material agreement on Exhibit 2.1 to the Original Current Report and (ii) to revise the exhibit index in Item 9.01 of the Original Current Report to reflect the inclusion of Exhibit 2.1.

Except as noted above, this Amendment does not amend, modify or update in any way the disclosures made under Items 1.01 or 2.01 of the Original Current Report. Interested parties should refer to the Original Current Report to review the disclosures made under Items 1.01 and 2.01 and the exhibits previously filed pursuant to Item 9.01.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
2.1						Stock Purchase Agreement, dated August 6, 2025, by and between Intuitive Machines, Inc. and KinetX, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

*    Schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request.

SIGNATURE

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: August 11, 2025			INTUITIVE MACHINES, INC.
			By:			/s/ Peter McGrath
						Name: Peter McGrath
						Title: Chief Financial Officer and Senior Vice President

FAQ

What did Intuitive Machines (LUNR) file in this 8-K/A?

The company filed Amendment No. 1 to attach the Stock Purchase Agreement dated August 6, 2025 and to update the exhibit index in Item 9.01 to include Exhibit 2.1 and Exhibit 104.

Does this amendment change the earlier disclosures about the KinetX transaction?

No. The amendment states it does not amend, modify or update the disclosures made under Items 1.01 or 2.01 of the Original Current Report.

What percentage of KinetX is Intuitive Machines acquiring?

The filing states the company will acquire 100% of the issued and outstanding capital stock of KinetX, Inc.

When was the Original Current Report filed and when is the SPA dated?

The Original Current Report was filed on August 7, 2025 and the Stock Purchase Agreement is dated August 6, 2025.

Were any schedules to the exhibit omitted?

Yes. The filing notes that Schedules to the Exhibit have been omitted in accordance with Item 601 of Regulation S-K and will be furnished to the SEC upon request.