Intuitive Machines, Inc. (LUNR): M&A transaction — Intuitive Machines closes acquisition of Lanteris (formerly Maxar) for $800M; actual $403M cash + $284M stock

Intuitive Machines, Inc.

Acquisition of 100% of Lanteris Space Holdings (formerly Maxar) closed Jan 13 for $800M pre-adjustment; actual: $403M cash + 22.99M shares (~$284M).
Strategic: strengthens ability to service Golden Dome, SDA, and NASA Artemis and Lunar Terrain Vehicle missions.
Registration rights granted to Vantor Holdings for stock consideration, including up to three underwritten offerings.
ING Belgium provided $250M orbital receivables purchase facility; Intuitive Machines becomes guarantor.
Financial statements and pro forma to be filed by amendment within 71 days.

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Intuitive Machines, Inc. completed an acquisition involving Vantor Holdings Inc. (Seller) for $800 million before closing adjustments, consisting of $450 million in cash and $350 million of Intuitive Machines, Inc. Class A Common Stock (closed 2026-01-13).

Action: acquisition
Counterparty: Vantor Holdings Inc. (Seller)
Consideration: $800 million before closing adjustments, consisting of $450 million in cash and $350 million of Intuitive Machines, Inc. Class A Common Stock
Closing: 2026-01-13

Exact text from the filing

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

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Intuitive Machines, Inc. entered into Stifel Waiver with Stifel Bank valued at Waiver in respect of Loan and Security Agreement dated March 4, 2025; Stifel Bank consented to Acqui (effective 2026-01-12).

Action: entry
Agreement: credit facility
Counterparty: Stifel Bank
Value: Waiver in respect of Loan and Security Agreement dated March 4, 2025; Stifel Bank consented to Acqui
Effective: 2026-01-12

Exact text from the filing

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.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Intuitive Machines, Inc. entered into Registration Rights Agreement with Seller valued at Registration rights including right to initiate up to three underwritten public offerings and piggyb (effective 2026-01-13).

Action: entry
Counterparty: Seller
Value: Registration rights including right to initiate up to three underwritten public offerings and piggyb
Effective: 2026-01-13

Exact text from the filing

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.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Intuitive Machines, Inc. entered into Waiver, Consent, Amendment and Assignment Agreement of Orbital Receivables Purchase Facility with Lanteris Space LLC, Vantor Parent Inc., ING Belgium NV/SA valued at Purchaser became guarantor under Orbital Receivables Purchase Facility with maximum aggregate amount (effective 2026-01-13).

Action: entry
Agreement: credit facility
Counterparty: Lanteris Space LLC, Vantor Parent Inc., ING Belgium NV/SA
Value: Purchaser became guarantor under Orbital Receivables Purchase Facility with maximum aggregate amount
Effective: 2026-01-13

Exact text from the filing

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”).

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Intuitive Machines, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-011200

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