Intuitive Machines, Inc. is an American space exploration company headquartered in Houston, Texas. It was founded in 2013 by Stephen Altemus, Kam Ghaffarian, and Tim Crain, to provide commercial and government exploration of the Moon. Today the company offers lunar surface access for transportation and payload delivery, data transmission services, and infrastructure-as-a-service.3 Its shares trade on Nasdaq under the symbol LUNR.1Wikipedia text CC BY-SA 4.0
Intuitive Machines, Inc. is an American space exploration company headquartered in Houston, Texas. It was founded in 2013 by Stephen Altemus, Kam Ghaffarian, and Tim Crain, to provide commercial and government exploration of the Moon. Today the company offers lunar surface access for transportation and payload delivery, data transmission services, and infrastructure-as-a-service. NASA has awarded Intuitive Machines five lunar surface delivery task orders through its Commercial Lunar Payload Services (CLPS) initiative. In 2021 Northrop Grumman announced they would team with Lunar Outpost, Intuitive Machines and Michelin to design a Lunar Terrain Vehicle.3
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Out of $207.1M in revenue.6 The company lost money this year.
Financial statements
Revenue11126$207.1M in 2025+141% since 2022Operating income13126-$87.2M in 2025+1198% since 2022Net income14126-$83.3M in 2025+43645% since 2022
Revenue151617$203.4M in Q2 FY2026+304% since Q2 FY2025Operating income151617-$47.1M in Q2 FY2026+65% since Q2 FY2025Net income151617-$46.4M in Q2 FY2026+84% since Q2 FY2025
Every line of the income statement as filed: the last 2 fiscal years, latest first.6
Period ending
2025-12-31
2024-12-31
Service revenue
$207.1M
$228.0M
Grant revenue
$2.9M
$0
Total revenues
$210.1M
$228.0M
Depreciation and amortization
$3.6M
$1.9M
Impairment of property and equipment
$0
$5.0M
General and administrative expense (excluding depreciation and amortization)
$92.6M
$53.3M
Total operating expenses
$297.3M
$285.4M
Operating loss
-$87.2M
-$57.4M
Interest income
$15.3M
$272.0K
Interest expense
-$4.2M
-$92.0K
Change in fair value of earn-out liabilities
-$33.4M
-$120.1M
Change in fair value of warrant liabilities
$8.4M
-$77.7M
Change in fair value of contingent consideration liabilities
-$1.9M
$0
Loss on issuance of securities
$0
-$93.1M
Other income, net
$91.0K
$1.2M
Total other expense, net
-$15.7M
-$289.5M
Loss before income taxes
-$102.9M
-$346.9M
Income tax expense
-$4.0M
-$37.0K
Net loss
-$106.8M
-$346.9M
Net loss attributable to redeemable noncontrolling interest
-$25.1M
-$67.0M
Net income attributable to noncontrolling interest
$1.5M
$3.5M
Net loss attributable to the Company
-$83.3M
-$283.4M
Less: Preferred dividends
-$616.0K
-$896.0K
Net income (loss) attributable to Class A common shareholders - basic
-$83.9M
-$284.3M
Net income (loss) attributable to Class A common shareholders - diluted
-$83.9M
-$284.3M
Net income (loss) per Class A common share - basic (in dollars per share)
-$0.73
-$4.63
Net income (loss) per Class A common share - diluted (in dollars per share)
-$0.73
-$4.63
Weighted average shares outstanding - basic (in shares)
115.4M shares
61.4M shares
Weighted average shares outstanding - diluted (in shares)
115.4M shares
61.4M shares
No quarter-by-quarter statement was filed.
Total assets1411126$757.2M in 2025+129% since 2021Total liabilities1411126$553.5M in 2025+4606% since 2021Shareholders’ equity11126-$755.0M in 2025+1356% since 2021Cash1411126$582.6M in 2025+161911% since 2021Long-term debt11126$335.3M in 2025+8581% since 2022
Total assets18161715$1.9B in Q2 FY2026+297% since Q2 FY2025Total liabilities18161715$975.8M in Q2 FY2026+428% since Q2 FY2025Shareholders’ equity18161715-$290.6M in Q2 FY2026−24% since Q2 FY2025Cash151617$367.4M in Q2 FY2026+7% since Q2 FY2025Long-term debt161715$336.4M in Q2 FY2026+0% since Q3 FY2025
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.6
Period ending
2025-12-31
2024-12-31
2023-12-31
Cash and cash equivalents
$582.6M
$207.6M
Restricted cash
$2.7M
$2.0M
Trade accounts receivable, net of allowance for credit losses of $3,295 and $0, respectively
$12.2M
$44.8M
Contract assets
$12.2M
$34.6M
Prepaid and other current assets
$9.0M
$4.2M
Total current assets
$618.8M
$293.2M
Property and equipment, net
$68.5M
$23.4M
Intangible assets, net
$13.0M
$0
Goodwill
$18.7M
$0
Operating lease right-of-use assets
$36.8M
$38.8M
Finance lease right-of-use assets
$94.0K
$114.0K
Other assets
$1.3M
$0
Total assets
$757.2M
$355.4M
Contract liabilities, current
$57.4M
$65.2M
Operating lease liabilities, current
$10.5M
$2.0M
Finance lease liabilities, current
$48.0K
$37.0K
Other current liabilities
$33.0M
$11.5M
Total current liabilities
$124.8M
$98.8M
Long-term debt
$335.3M
$0
Contract liabilities, non-current
$6.3M
$14.3M
Operating lease liabilities, non-current
$26.3M
$35.3M
Finance lease liabilities, non-current
$20.0K
$63.0K
Earn-out liabilities
$0
$134.2M
Warrant liabilities
$60.4M
$68.8M
Other long-term liabilities
$240.0K
$62.0K
Total liabilities
$553.5M
$351.5M
Series A preferred stock subject to possible redemption, $0.0001 par value, 25,000,000 shares authorized, 5,000 and 5,000 shares issued and outstanding
$6.6M
$6.0M
Redeemable noncontrolling interests
$951.5M
$1.0B
$181.7M
Treasury stock, at cost, 2,191,080 shares
-$33.5M
-$12.8M
Paid-in capital
$0
$0
Accumulated deficit
-$721.5M
-$996.5M
Total shareholders deficit attributable to the Company
-$755.0M
-$1.0B
Noncontrolling interests
$517.0K
$1.2M
Total shareholders deficit
-$754.4M
-$1.0B
-$261.4M
Total liabilities, mezzanine equity and shareholders deficit
$757.2M
$355.4M
Accounts receivable, allowance for credit loss, current
$3.3M
$0
Temporary equity, par value (in dollars per share)
$0.00
$0.00
Temporary equity, authorized (in shares)
25.0M shares
25.0M shares
Temporary equity, issued (in shares)
5.0K shares
5.0K shares
Temporary equity, outstanding (in shares)
5.0K shares
5.0K shares
Treasury stock (in shares)
2.2M shares
2.2M shares
Period ending
2025-12-31
2024-12-31
2023-12-31
Cash and cash equivalents
$582.6M
$207.6M
Restricted cash
$2.7M
$2.0M
Trade accounts receivable, net of allowance for credit losses of $3,295 and $0, respectively
$12.2M
$44.8M
Contract assets
$12.2M
$34.6M
Prepaid and other current assets
$9.0M
$4.2M
Total current assets
$618.8M
$293.2M
Property and equipment, net
$68.5M
$23.4M
Intangible assets, net
$13.0M
$0
Goodwill
$18.7M
$0
Operating lease right-of-use assets
$36.8M
$38.8M
Finance lease right-of-use assets
$94.0K
$114.0K
Other assets
$1.3M
$0
Total assets
$757.2M
$355.4M
Contract liabilities, current
$57.4M
$65.2M
Operating lease liabilities, current
$10.5M
$2.0M
Finance lease liabilities, current
$48.0K
$37.0K
Other current liabilities
$33.0M
$11.5M
Total current liabilities
$124.8M
$98.8M
Long-term debt
$335.3M
$0
Contract liabilities, non-current
$6.3M
$14.3M
Operating lease liabilities, non-current
$26.3M
$35.3M
Finance lease liabilities, non-current
$20.0K
$63.0K
Earn-out liabilities
$0
$134.2M
Warrant liabilities
$60.4M
$68.8M
Other long-term liabilities
$240.0K
$62.0K
Total liabilities
$553.5M
$351.5M
Series A preferred stock subject to possible redemption, $0.0001 par value, 25,000,000 shares authorized, 5,000 and 5,000 shares issued and outstanding
$6.6M
$6.0M
Redeemable noncontrolling interests
$951.5M
$1.0B
$181.7M
Treasury stock, at cost, 2,191,080 shares
-$33.5M
-$12.8M
Paid-in capital
$0
$0
Accumulated deficit
-$721.5M
-$996.5M
Total shareholders deficit attributable to the Company
-$755.0M
-$1.0B
Noncontrolling interests
$517.0K
$1.2M
Total shareholders deficit
-$754.4M
-$1.0B
-$261.4M
Total liabilities, mezzanine equity and shareholders deficit
$757.2M
$355.4M
Accounts receivable, allowance for credit loss, current
$3.3M
$0
Temporary equity, par value (in dollars per share)
$0.00
$0.00
Temporary equity, authorized (in shares)
25.0M shares
25.0M shares
Temporary equity, issued (in shares)
5.0K shares
5.0K shares
Temporary equity, outstanding (in shares)
5.0K shares
5.0K shares
Treasury stock (in shares)
2.2M shares
2.2M shares
Cash from operations11126-$14.3M in 2025Capital spending11126$41.6M in 2025+154% since 2022Free cash flow11126-$56.0M in 2025+258% since 2022Dividends paid1112$0 in 2024Share buybacks6$20.7M in 2025
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.6
Period ending
2025-12-31
2024-12-31
Net loss
-$106.8M
-$346.9M
Depreciation and amortization
$3.6M
$1.9M
Bad debt expense
$3.4M
$440.0K
Impairment of property and equipment
$0
$5.0M
Amortization of debt discount and issuance costs
$982.0K
$0
Share-based compensation expense
$8.6M
$8.8M
Change in fair value of earn-out liabilities
$33.4M
$120.1M
Change in fair value of warrant liabilities
-$8.4M
$77.7M
Change in fair value of contingent consideration liabilities
$1.9M
$0
Loss on issuance of securities
$0
$93.1M
Deferred income taxes
$3.9M
$0
Other
$308.0K
$58.0K
Trade accounts receivable, net
$30.3M
-$28.3M
Contract assets
$22.4M
-$28.1M
Prepaid expenses
-$6.0M
-$481.0K
Other assets, net
$2.5M
$1.3M
Accounts payable and accrued expenses
-$2.1M
-$1.2M
Accounts payable affiliated companies
-$1.0M
-$3.0M
Contract liabilities current and long-term
-$15.8M
$38.1M
Other liabilities
$14.5M
$3.9M
Net cash used in operating activities
-$14.3M
-$57.6M
Purchase of property and equipment
-$41.6M
-$10.1M
Purchase of intangible assets
-$63.0K
$0
Acquisition of businesses, net of cash acquired
-$14.9M
$0
Net cash used in investing activities
-$56.6M
-$10.1M
Proceeds from issuance of convertible notes, net of discount
$335.5M
$0
Purchase of capped call transactions
-$36.8M
$0
Payment of debt issuance costs
-$929.0K
$0
Proceeds from issuance of securities
$0
$233.4M
Transaction costs
$0
-$9.4M
Warrants exercised
$176.6M
$61.3M
Redemption of warrants
-$66.0K
$0
Repurchase of Class A Common Stock
-$20.7M
$0
Proceeds from borrowings
$0
$10.0M
Repayment of loans
$0
-$18.0M
Stock option exercises
$0
$300.0K
Distributions to noncontrolling interests
-$2.2M
-$2.3M
Payment of withholding taxes from share-based awards
-$4.8M
-$2.5M
Net cash provided by financing activities
$446.6M
$272.8M
Net increase in cash, cash equivalents and restricted cash
$375.7M
$205.1M
Cash paid for interest
$0
$408.0K
Cash paid for income taxes, net of income tax refunds
$35.0K
$613.0K
Accrued capital expenditures
$6.8M
$1.8M
Class A Common Stock issued in acquisition, at fair value
$11.7M
$0
Contingent consideration assumed at acquisition, Class A Common Stock
Intuitive Machines sits at the top of its group. 9 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Intuitive Machines
Voya FinancialFiled SCHEDULE 13G/A on Intuitive Machines, latest Aug 6, 2026 (2 filings since May 5, 2026)
BlackRockFiled SCHEDULE 13G/A on Intuitive Machines, latest Jul 28, 2026 (4 filings since Jul 17, 2025)
BANK OF NOVA SCOTIAFiled SCHEDULE 13G on Intuitive Machines, latest Jul 15, 2026
Kam GhaffarianFiled SCHEDULE 13D/A on Intuitive Machines, latest Jul 7, 2026 (13 filings since Feb 8, 2024)
SUSQUEHANNA SECURITIES, LLCFiled SCHEDULE 13G/A on Intuitive Machines, latest May 15, 2026 (2 filings since Feb 13, 2026)
VANGUARD GROUP INCFiled SCHEDULE 13G/A on Intuitive Machines, latest Mar 27, 2026 (2 filings since Oct 30, 2025)
Stephen J. AltemusFiled SCHEDULE 13G/A on Intuitive Machines, latest Feb 17, 2026 (3 filings since Feb 13, 2024)
Timothy Price Crain Ii.Filed SCHEDULE 13G/A on Intuitive Machines, latest Feb 17, 2026 (3 filings since Feb 13, 2024)
IM Holdings I, LLC Subsidiary · Delaware, United States
IX, LLC Subsidiary · Delaware, United States
KinetX, LLC Subsidiary · Delaware, United States
Lanteris Space Holdings LLC Subsidiary · Delaware, United States
Lanteris Space LLC Subsidiary · Delaware, United States
Space Network Solutions, LLC Subsidiary · Delaware, United States
Space Systems Loral Land, LLC Subsidiary · Delaware, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Intuitive Machines reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Houston, Texas. Our corporate headquarters, completed in late 2023, is a leased facility at the Houston Spaceport at Ellington Airport that provides office and advanced production space. In July 2025, we executed a sublease for additional office and production space at the Houston Spaceport at Ellington Airport. The leased production space includes turn-key production equipment, including test facilities.
Palo Alto and San Jose, California. Lanteris, the Company’s recent acquisition that closed in January 13, 2026, operates out of multiple locations in California that provides manufacturing and office space. The Palo Alto facility supports spacecraft design, systems engineering, and program management and the San Jose facility supports large-scale spacecraft manufacturing, assembly, integration, and testing.
The rest of Item 2
In addition, we lease various other facilities within the United States to support mechanisms and robotics, research and development, manufacturing and office space. We believe that our facilities are adequate to meet our needs for the immediate future.
Intuitive Machines, Inc. was founded in 2013 by Stephen Altemus, Kam Ghaffarian, and Tim Crain, to provide commercial and government exploration of the Moon. It is incorporated in Delaware, and headquartered in Houston, Texas.
Intuitive Machines merged with the special-purpose acquisition company (SPAC) Inflection Point Acquisition Corp. (IPAX) to become a publicly held company, a transaction that was completed on February 14, 2023, and its stock began trading on the Nasdaq that day.
On November 4, 2025, the company announced that it would buy Lanteris Space Systems from Advent International in a transaction worth $800 million.
In September 2022, Intuitive Machines announced that it would merge into special-purpose acquisition company (SPAC) Inflection Point Acquisition Corp. (IPAX) and incorporate as a publicly held company. The transaction was approved by IPAX's shareholders on February 8, 2023, and the business combination was completed six days later.
The stock of the newly named Intuitive Machines, Inc., began trading on the Nasdaq exchange on February 14, 2023.
May 13, 2025Reported quarterly or annual results53
Mar 24, 2025Reported quarterly or annual results54
Nov 14, 2024Reported quarterly or annual results55
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
527 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 60 major events, 193 insider forms, 64 large holders, 190 other. The latest 20:
103 open-market trades by officers, directors and large owners since October 2021: 2 buys and 101 sales. Grants, option exercises and gifts are left out.
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Intuitive Machines is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
From the cover page of the 10-K filed Mar 19, 2026 (Section 12(b) of the Exchange Act).19
Risk factors and legal proceedings
The risks Intuitive Machines names in Item 1A of its 10-K filed Mar 19, 2026: 57 risks under these headings, as written.19
You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Annual Report. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.
Risks Related to Our Business and Industry
Our ability to be successful depends upon the efforts of our Board and key personnel and the loss of such persons could negatively impact the operations and profitability of our business.
As part of growing our business, we have made and may continue to make acquisitions. Any acquisitions, partnerships or joint ventures into which we enter subject us to integration risks and could disrupt our operations and have a material adverse effect on our business, financial condition, and results of operations.
If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, financial condition, and results of operations could be harmed.
We have a history of net operating losses and may not achieve profitability in the future. We may need additional capital to fund our operations. If we fail to obtain additional capital, we may be unable to sustain operations.
The future revenue and operating results of the satellite integrated build capability are dependent on our ability to generate a sustainable order rate for the satellite and space operations and develop new technologies to meet the needs of our customers or potential new customers.
Customer concentration creates risks for our business.
Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.
Disruptions in U.S. government operations and funding, including government shutdowns, could harm our business, financial condition, and results of operations could be harmed.
Unsatisfactory performance of our satellite and space systems or security incidents at our facilities could have a material adverse effect on our business, financial condition, and results of operations.
The other 46 risks
If any of our systems, the systems of any critical Third Parties upon which we rely or our customers’ systems are, or appear to be, breached, damaged, or if unauthorized processing of customer or third-party data is otherwise performed, public perception of our products services may be harmed, and we may lose business and incur losses or liabilities.
The market for commercial space systems in cislunar and beyond has not been established with precision. It is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.
We may experience delayed lunar launches, launch failures, failure of lunar landers to reach their planned locations, failure of landers to conduct all mission milestones, significant increases in the costs related to launches of lunar landers, and insufficient capacity available from lunar lander launch providers. Any such issue could result in the loss of our lunar landers or cause significant delays in their deployment, which could harm our business, financial condition, and results of operations.
We may experience delayed satellite launches, failure of our satellites to reach their planned orbital locations, significant increases in production costs of our satellites. Any such issue could harm our business, financial condition, and results of operations.
Our business involves significant risks and uncertainties that may not be covered by insurance. Also, due to the inherent risks associated with commercial spaceflight, there is the possibility that any accident or catastrophe could lead to the loss of human life or a medical emergency.
The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt and harm our business, financial condition, and results of operations.
We rely on a limited number of suppliers for certain materials and supplied components. We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms.
Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.
Rising inflation may materially impact our business, financial condition, and results of operations.
We are subject to counterparty risk on contracts with customers. If a counterparty to one of our contracts were to default or otherwise fail to perform or be delayed in its performance on any of its contractual obligations to us, such default, failure to perform or delay could have a material adverse effect on our business, financial condition, and results of operations.
We are dependent on technology and automated systems to operate our business.
We may use artificial intelligence (“AI”) in our business or systems, and challenges with properly managing its use could result in competitive and reputational harm and negatively impact the operations and profitability of our business.
If our prime contractors fail to maintain their relationships with their counterparties and fulfill their contractual obligations, our performance as a subcontractor and our ability to obtain future business could be materially and adversely impacted and our actual results could differ materially and adversely from those anticipated.
Global pandemics, epidemics, outbreaks of infectious diseases or public health crises have disrupted our business and could have a material adverse effect on our business, financial condition, and results of operations.
Risks Relating to Compliance with Law, Government Regulation and Litigation
Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.
If we are unable to protect the confidentiality of our proprietary information, trade secrets and know-how, our business and competitive position may be harmed.
The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year could have an adverse impact on our business, financial condition, and results of operations.
Our systems utilize third-party open source software, and any failure to comply with the terms of one or more of these open source software licenses could adversely affect our business, subject us to litigation, or create potential liability.
As a public reporting company, we are subject to rules and regulations established by the SEC regarding our internal control over financial reporting. Our internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our Class A Common Stock and your investment.
We are subject to stringent U.S. export and import control laws and regulations and U.S. economic sanctions and trade control laws and regulations.
We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for one or more of these contracts could have an adverse impact on our business, financial condition, and results of operations.
Uncertain macro-economic and political conditions could materially adversely affect our business, financial condition, and results of operations.
Risks Relating to Our Capital Resources
Our indebtedness could expose us to risks that could adversely affect our business, financial condition, and results of operations.
Our actual results may differ significantly from our earnings guidance.
Our operating results may vary significantly from quarter to quarter.
Changes in our accounting estimates and assumptions could negatively affect our business, results of operations and financial position.
Pension and other postretirement benefit obligations may materially impact our earnings, stockholders’ equity and cash flows from operations, and could have significant adverse impacts in future periods.
Risks Relating to Our Convertible Notes
We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible Notes.
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
Conversions of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A Common Stock.
The capped call transactions may affect the value of the Convertible Notes and our Class A Common Stock.
We are subject to counterparty risk with respect to the capped call transactions.
Risks Relating to Our Organizational Structure
Our principal asset is our interest in Intuitive Machines, LLC, and, accordingly, we will depend on distributions from Intuitive Machines, LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement, and to pay dividends. Intuitive Machines, LLC’s ability to make such distributions may be subject to various limitations and restrictions.
The Tax Receivable Agreement with the TRA Holders (as defined below) requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.
In certain cases, payments under the Tax Receivable Agreement to the TRA Holders may be accelerated and/or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
We will not be reimbursed for any payments made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
If Intuitive Machines, LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Intuitive Machines, LLC might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
If we were deemed to be an investment company under the Investment Company Act, as a result of our ownership of Intuitive Machines, LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
We and Intuitive Machines, LLC are controlled by our Founders (as defined below), whose interests may differ from those of our public stockholders.
We cannot predict the impact our multi-class structure may have on our stock price.
Risks Relating to the Ownership of Our Class A Common Stock
Delaware law and the Certificate of Incorporation and our bylaws (the “By-Laws”) contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
The Certificate of Incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for certain types of actions and proceedings between us and our stockholders, and the federal district courts as the exclusive forum for Securities Act claims, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
Our business and operations could be negatively affected if it becomes subject to certain claims, litigation or shareholder activism, which could, among other things, cause us to incur significant expense, negatively impact our reputation, hinder execution of business and growth strategy and impact our stock price.
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of Class A Common Stock, which could depress the trading price of our Class A Common Stock.
Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our shares of Common Stock to fall.
Our issuance of additional capital stock in connection with financings, acquisitions, investments, the Equity Incentive Plan or otherwise will dilute all other stockholders.
Legal proceedings
In the ordinary course of business, we are involved in various pending and threatened litigation matters. In the future, we may be subject to additional legal proceedings, the scope and severity of which is unknown and could adversely affect our business. In addition, from time to time, we may receive letters or other forms of communication asserting claims against us.
On November 22, 2024, Starlight Strategies IV LLC (“Plaintiff”), an alleged successor in interest to a purported former holder of shares of the Company’s 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) filed a breach of contract action in Delaware Chancery Court. The complaint alleges that the Plaintiff’s predecessor received fewer shares of common stock upon conversion of its shares of Series A Preferred Stock than it was allegedly entitled to receive under the terms of the applicable certificate of designation. The Plaintiff is seeking unspecified contractual damages and equitable relief. The Company has filed its answer to the complaint and asserted counterclaims against the Plaintiff and third-party claims against certain entities affiliated with the Plaintiff. Also, on
January 24, 2025, Kingstown 1740 Fund L.P. and Kingstown Capital Partners LLC (together, “Kingstown”) moved to intervene, seeking to file a complaint in intervention against Starlight. The court granted Kingstown leave to intervene. In connection with the intervention, the Company has agreed to pay Kingstown’s legal fees. In February 2026, the Company and Plaintiff filed motions for summary judgment. The court granted parties leave to move for summary judgment. The Company has not recorded an accrual related to this matter because a loss is not considered probable or reasonably estimable at this time.
