Intuitive Machines (LUNR) Announces Launch of Public Offering of its Class A Common Stock and Concurrent Private Placement

Intuitive Machines, Inc. (Nasdaq: LUNR, LUNRW) (“Intuitive Machines” or the “Company”), a leading space exploration, infrastructure, and services company, announced today that it has commenced an underwritten public offering of $65.0 million of shares of its Class A common stock (“Class A Common Stock”) (the “Offering”). The Company and a selling stockholder intend to grant the underwriters a 30-day option to purchase up to an additional $8,872,500 and $877,500 of shares of Class A Common Stock from the Company and such selling stockholder, respectively. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

Additionally, on December 2, 2024, the Company entered into an agreement with Boryung Corporation (together with its affiliates, “Boryung”), an accredited investor, pursuant to which the Company will sell to Boryung $10.0 million of shares of Class A Common Stock in a concurrent private placement (the “Private Placement”) at a purchase price per share equal to the public offering price per share in the Offering. The offer and sale of the Company’s Class A Common Stock pursuant to the Private Placement will be made in reliance upon the exemption from registration under the Securities Act of 1933, as amended, (the “Securities Act”) provided by Section 4(a)(2) thereunder. The Private Placement is contingent upon the consummation of the Offering and the satisfaction of certain other customary closing conditions. The consummation of the Offering is not contingent on the consummation of the Private Placement.

The Company intends to use the net proceeds it receives from the Offering and the Private Placement, together with its existing cash, cash equivalents and short-term investment balance, to acquire an equivalent number of newly-issued common units of Intuitive Machines, LLC (“Intuitive Machines OpCo”) from Intuitive Machines OpCo, which Intuitive Machines OpCo will in turn use for general corporate purposes, including operations, research and development and potential mergers and acquisitions. In the event the underwriters exercise their option to purchase additional shares, the Company will not receive any of the proceeds from the sale of any shares of Class A Common Stock being sold by the selling stockholder. Intuitive Machines will bear the costs associated with the sale of such shares, other than the underwriting discounts and commissions payable by the selling stockholder.

BofA Securities, Cantor, Barclays and Stifel are acting as the lead joint book-running managers for the Offering. Roth Capital Partners is acting as a book-running manager for the Offering.

The offer and sale of the securities pursuant to the Offering is being made pursuant to an effective shelf registration statement that was filed with the Securities and Exchange Commission (the “SEC”) and became effective on April 3, 2024.

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