8-K
filed February 14, 2023, 6:59 PM ET
ticker LUNR
CIK 0001844452
M&A
confidence high
sentiment positive
materiality 0.85
Intuitive Machines, Inc. (LUNR): auditor change — Intuitive Machines completes de-SPAC; $279.9M trust redeemed, $26M Series A placed, LUNR begins trading
Intuitive Machines, Inc.
- Business combination closed on Feb 13, 2023; IPAX domesticated to Delaware and renamed Intuitive Machines, Inc.
- $26.0M of Series A Cumulative Convertible Preferred Stock issued at $15.00 warrant exercise price.
- Approximately 27.5M IPAX shares redeemed for $279.9M ($10.1843/share); Forward Purchase Agreements for up to 1.25M shares each with Polar and HGC.
- Post-combination ownership: public ~3.2%, OpCo members ~83.2%, Sponsor ~13.6%.
- Intuitive Machines Class A (LUNR) and Warrants (LUNRW) began trading on Nasdaq on Feb 14, 2023.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Intuitive Machines, Inc. dismissed Marcum LLP as its auditor.
- Action
- dismissal
- Auditor
- Marcum LLP
Exact text from the filing
On February 13, 2023, the Audit Committee dismissed Marcum LLP (“Marcum”), IPAX’s independent registered public accounting firm prior to consummation of the Transactions, as Intuitive Machines’ independent registered public accounting firm effective immediately following the filing of Intuitive Machines’ annual report on Form 10-K for the year ended December 31, 2022
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Intuitive Machines, Inc. engaged Grant Thornton LLP as its auditor.
- Action
- engagement
- Auditor
- Grant Thornton LLP
Exact text from the filing
On February 13, 2023, the Audit Committee approved the engagement of Grant Thornton LLP as Intuitive Machines’ independent registered public accounting firm to audit Intuitive Machines’ consolidated financial statements for the year ending December 31, 2023, effective immediately following the filling of Intuitive Machines’ annual report on Form 10-K for the year ended December 31, 2022
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Intuitive Machines, Inc. underwent a change of control involving Intuitive Machines, LLC (closed 2023-02-13).
- Action
- change of control
- Counterparty
- Intuitive Machines, LLC
- Closing
- 2023-02-13
Exact text from the filing
On February 13, 2023 (the “Closing Date”), as contemplated by the Business Combination Agreement and described in the Proxy Statement/Prospectus, Intuitive Machines and Intuitive Machines OpCo consummated the business combination contemplated by the Business Combination Agreement (the “Business Combination”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Intuitive Machines, Inc. entered into Tax Receivable Agreement with Intuitive Machines OpCo and certain members of Intuitive Machines OpCo (effective 2023-02-13).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Intuitive Machines OpCo and certain members of Intuitive Machines OpCo
- Effective
- 2023-02-13
Exact text from the filing
On February 13, 2023, in connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement, Intuitive Machines entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with Intuitive Machines OpCo and certain members of Intuitive Machines OpCo
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Intuitive Machines, Inc. entered into Forward Purchase Agreement with Polar Multi-Strategy Master Fund and The HGC Fund LP (effective 2023-02-09).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Polar Multi-Strategy Master Fund and The HGC Fund LP
- Effective
- 2023-02-09
Exact text from the filing
On February 9, 2023, IPAX and Intuitive Machines OpCo entered into separate agreements (each, a “Forward Purchase Agreement”, and together, the “Forward Purchase Agreements”) with each of Polar Multi-Strategy Master Fund (“Polar”) and The HGC Fund LP
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Intuitive Machines, Inc. entered into Intuitive Machines Lock-Up Agreement with directors, officers and certain shareholders of Intuitive Machines (effective 2023-02-13).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- directors, officers and certain shareholders of Intuitive Machines
- Effective
- 2023-02-13
Exact text from the filing
On February 13, 2023, in connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement, Intuitive Machines entered into the Intuitive Machines Lock-Up Agreement (“Intuitive Machines Lock-Up Agreement") with the directors, officers and certain shareholders of Intuitive Machines
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Intuitive Machines, Inc. amended A&R Operating Agreement with Intuitive Machines and the other members of Intuitive Machines OpCo (effective 2023-02-13).
- Action
- amendment
- Agreement
- asset purchase
- Counterparty
- Intuitive Machines and the other members of Intuitive Machines OpCo
- Effective
- 2023-02-13
Exact text from the filing
On February 13, 2023, in connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement, Intuitive Machines and the other members of Intuitive Machines OpCo, together with Intuitive Machines OpCo, entered into the second amended and restated limited liability company agreement of Intuitive Machines OpCo (the “A&R Operating Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Intuitive Machines, Inc. entered into Sponsor Lock-Up Agreement with Sponsor and Michael Blitzer (effective 2023-02-13).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Sponsor and Michael Blitzer
- Effective
- 2023-02-13
Exact text from the filing
On February 13, 2023, in connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement, the Sponsor, Michael Blitzer and Intuitive Machines entered into the Sponsor Lock-Up Agreement (“Sponsor Lock-Up Agreement")
View on SEC.gov
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