--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-011809" form_type: "8-K/A" ticker: "LUNR" cik: "0001844452" company_name: "Intuitive Machines, Inc." filed_at: "2023-02-15T23:59:59+00:00" generated_at: "2026-06-19T11:58:32.860188+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Intuitive Machines completes de-SPAC merger; 27.5M shares redeemed, starts trading LUNR ## Summary - Closed business combination with IPAX on Feb 13, 2023; now trades as LUNR (Class A) and LUNRW (warrants) on Nasdaq. - 27,481,818 IPAX shares redeemed for ~$279.9M ($10.1843/share); 13.7M Class A shares and 23.3M warrants outstanding. - Received $26M Series A convertible preferred investment; entered forward purchase agreements with Polar and HGC for up to 1.25M shares each. - Post-close ownership: legacy Intuitive Machines members ~83.2%, sponsor ~13.6%, public ~3.2%. - Entered tax receivable, lock-up, registration rights, and indemnification agreements as part of the transactions. ## SEC filing metadata - accession: 0001213900-23-011809 - form_type: 8-K/A - ticker: LUNR - cik: 0001844452 - company_name: Intuitive Machines, Inc. - filed_at: 2023-02-15T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 5.02, 2.01, 5.06, 3.02, 9.01, 3.03, 4.01, 5.01, 5.03 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/0001213900-23-011809-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/ea173674-8ka1_intuitive.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-011809 - JSON: https://secwatch.observer/filing/0001213900-23-011809.json - Plain text: https://secwatch.observer/filing/0001213900-23-011809.txt ## Key facts - Auditor Changes Intuitive Machines, Inc. engaged Grant Thornton LLP as its auditor. - Action: engagement - Auditor: Grant Thornton LLP source text: On February 13, 2023, the Audit Committee approved the engagement of Grant Thornton LLP as Intuitive Machines’ independent registered public accounting firm evidence_url: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/0001213900-23-011809-index.htm - Auditor Changes Intuitive Machines, Inc. dismissed Marcum LLP as its auditor. - Action: dismissal - Auditor: Marcum LLP - Successor: Grant Thornton LLP source text: udit 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, evidence_url: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/0001213900-23-011809-index.htm - Governance Changes Intuitive Machines, Inc.: IPAX ceased being a shell company as a result of the Transactions. - Change: shell status source text: As a result of the Transactions, IPAX ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/0001213900-23-011809-index.htm - M&A Transactions Intuitive Machines, Inc. underwent a change of control (closed 2023-02-13). - Action: change of control - Closing: 2023-02-13 source text: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/0001213900-23-011809-index.htm - Material Agreements Intuitive Machines, Inc. entered into A&R Operating Agreement with Intuitive Machines and the other members of Intuitive Machines OpCo (effective 2023-02-13). - Action: entry - Agreement: asset purchase - Counterparty: Intuitive Machines and the other members of Intuitive Machines OpCo - Effective: 2023-02-13 source text: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/0001213900-23-011809-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/0001213900-23-011809-index.htm - Material Agreements Intuitive Machines, Inc. entered into Sponsor Lock-Up Agreement with Sponsor, Michael Blitzer and Intuitive Machines (effective 2023-02-13). - Action: entry - Agreement: asset purchase - Counterparty: Sponsor, Michael Blitzer and Intuitive Machines - Effective: 2023-02-13 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/0001213900-23-011809-index.htm - Material Agreements Intuitive Machines, Inc. entered into Forward Purchase Agreements 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 source text: 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 (“HGC” evidence_url: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/0001213900-23-011809-index.htm - Material Agreements 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 source text: 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 (the “TRA Holders”). evidence_url: https://www.sec.gov/Archives/edgar/data/1844452/000121390023011809/0001213900-23-011809-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.