Intuitive Machines, Inc.

0001844452 FALSE 0001844452 2026-05-14 2026-05-14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2026 INTUITIVE MACHINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-40823 36-5056189 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 13467 Columbia Shuttle Street Houston , TX 77059 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (281) 520-3703 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common stock, par value $0.0001 per share LUNR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 1.01 Entry into a Material Definitive Agreement. On May 14, 2026, Intuitive Machines, LLC (“Buyer”), a wholly owned subsidiary of Intuitive Machines, Inc. (the “Company”), entered into a Share Purchase Agreement (the “SPA”) with Goonhilly Holdings Limited (“Seller”), pursuant to which Buyer agreed to acquire all of the issued and outstanding shares of Goonhilly Earth Station Limited (“Goonhilly Earth Station”), a ground station and satellite communications company incorporated in England and Wales (the “UK Acquisition”). The Company is a party to the SPA solely with respect to certain obligations relating to the issuance, transfer, lock-up and registration of shares of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and related securities-law matters. The SPA is part of the contemplated acquisition of the Goonhilly group’s UK and U.S. operations. The SPA governs the UK Acquisition and also requires Seller to procure Goonhilly Holdings USA Inc. (“GHUI”) to enter into a separate Membership Interest Purchase Agreement (the “MIPA” or “U.S. Agreement”) with Buyer for the acquisition of Goonhilly Inc. (the “U.S. Target”), which is to be converted into a Delaware limited liability company (“Goonhilly LLC”). The U.S. Agreement is a Transaction Document under the SPA, and certain SPA conditions relate to the U.S. operations, including FCC approval, completion of the U.S. reorganization and specified U.S. property, tax, employee-benefit and environmental matters. The MIPA has not been executed as of the date of this Current Report on Form 8-K (this “Current Report”). The aggregate consideration for the UK Acquisition (the “UK Consideration”)is £37,000,000, split equally between stock and cash. The stock portion consists of: 960,649 shares of Class A Common Stock (the “Consideration Shares”) using the volume weighted average price of the Common Stock for the twenty consecutive trading day period ending May 8, 2026, to be issued by the Company to Buyer in exchange for units of Buyer and immediately transferred by Buyer to Seller at Completion in an offshore transaction to a non-U.S. person pursuant to Regulation S under the Securities Act of 1933, as amended; In addition, the cash consideration includes a cash escrow deposit of £ 592,621.50 (the “Escrow Amount”). The UK Consideration is subject to post-closing adjustment for working capital, cash, debt, intracompany debt and, to the extent applicable, business-interruption insurance proceeds. Completion of the UK Acquisition (“Completion”) is subject to satisfaction or waiver of conditions including: (i) clearance under the UK National Security and Investment Act 2021; (ii) FCC approval of Buyer’s acquisition of the U.S. Target; (iii) completion of the U.S. reorganization, including transfer of the U.S. properties to Goonhilly LLC, conversion of Goonhilly Inc. into Goonhilly LLC and filing by Goonhilly Earth Station of an IRS Form 8832 electing disregarded-entity treatment for U.S. federal income tax purposes; (iv) receipt of satisfactory title, survey and zoning reports for the U.S. properties; (v) termination of the U.S. Target’s participation in its professional employer organization’s 401(k) plan; and (vi) completion of specified environmental, health and safety corrective actions at the U.S. properties. The conditions must be satisfied or waived by the date falling six months after the date of the SPA, unless extended by written agreement. Completion will occur on the first applicable quarter date or month-end date following satisfaction or waiver of all conditions, as specified in the SPA. The SPA contains customary Seller representations and warranties regarding the target companies, including organization, capitalization, financial statements, material contracts, intellectual property, real property, tax, environmental, employee-benefit and compliance matters. Buyer gives limited warranties regarding its authority, due authorization, no conflict, solvency and funding, and the authorization and valid issuance of the Consideration Shares. Buyer has obtained a warranty and indemnity insurance policy. Subject to the SPA, Seller’s liability for non-excluded warranty claims and tax claims is capped at £1.00, with Buyer’s sole recourse above that amount being under the warranty and indemnity insurance policy. Seller’s aggregate liability for excluded claims, indemnity claims and other claims is capped at the aggregate of the UK Consideration and the consideration payable under the U.S. Agreement, except that the SPA provides that the Schedule 6 limitations do not apply to Carved-Out Securities Matters. Seller has agreed to specific indemnities for losses arising out of: (i) defects in implementation of the U.S. reorganization, other than the LLC conversion itself; (ii) the employment claim brought by Ian Martin Jones against Goonhilly Earth Station and related claims arising from the same circumstances (the “CEO Claim”); (iii) specified UK holiday-pay claims made or threatened within six months after Completion in respect of pre-Completion entitlements; and (iv) environmental claims relating to pre-Completion remediation activities at the UK property. The SPA includes customary pre-completion operating covenants restricting the target companies from acting outside the ordinary course or taking specified actions without Buyer consent. Seller is required to use reasonable endeavors to seek change-of-control consents from specified governmental and commercial counterparties. Receipt of those consents is not a separate closing condition, but a written indication by a specified counterparty of non-consent, or an intention to terminate or materially vary contractual arrangements with a target company, gives Buyer a termination right. Buyer may terminate the SPA before Completion upon specified events, including a breach of any Fundamental Warranty, a Material Adverse Change, Seller’s material breach of its pre-completion operating covenants, ma