Intuitive Machines (LUNR) Prices 9.52M Share Offering at $10.50/sh

Intuitive Machines, Inc. (Nasdaq: LUNR, LUNRW) (“Intuitive Machines” or the “Company”), a leading space exploration, infrastructure, and services company, announced today the pricing of an upsized offering of 9,523,810 shares of its Class A common stock (“Class A Common Stock”) at a price to the public of $10.50 per share (the “Public Offering Price”) (the “Offering”). As part of the Offering, the Company and a selling stockholder granted the underwriters a 30-day option to purchase up to an additional 1,275,714 and 152,857 shares of Class A Common Stock from the Company and such selling stockholder, respectively. The Offering is expected to close on December 5, 2024, subject to customary closing conditions.

Additionally, the Company will issue 952,381 shares of Class A Common Stock to Boryung Corporation (together with its affiliates, “Boryung”), an accredited investor, at the Public Offering Price pursuant to an agreement entered into with Boryung on December 2, 2024 in a concurrent private placement (the “Private Placement”). The offer and sale of the Company’s Class A Common Stock pursuant to the Private Placement will be made in reliance upon the exemption from registration under the Securities Act of 1933, as amended, (the “Securities Act”) provided by Section 4(a)(2) thereunder. The Private Placement is contingent upon the consummation of the Offering and the satisfaction of certain other customary closing conditions. The consummation of the Offering is not contingent on the consummation of the Private Placement.

The net proceeds to the Company from the Offering and the Private Placement are expected to be approximately $104.25 million, after deducting underwriting discounts and commissions, but before estimated offering expenses payable by the Company, excluding any exercise of the underwriters’ opinion to purchase additional shares. The Company intends to use the net proceeds it receives from the Offering and the Private Placement, together with its existing cash, cash equivalents and short-term investment balance, to acquire an equivalent number of newly-issued common units of Intuitive Machines, LLC (“Intuitive Machines OpCo”) from Intuitive Machines OpCo, which Intuitive Machines OpCo will in turn use for general corporate purposes, including operations, research and development and potential mergers and acquisitions. In the event the underwriters exercise their option to purchase additional shares, the Company will not receive any of the proceeds from the sale of any shares of Class A Common Stock being sold by the selling stockholder. Intuitive Machines will bear the costs associated with the sale of such shares, other than the underwriting discounts payable by the selling stockholder.

BofA Securities, Cantor, Barclays and Stifel are acting as the lead joint book-running managers for the Offering. Roth Capital Partners and B. Riley Securities are acting as book-running managers for the Offering. The Benchmark Company is acting as a co-manager for the Offering.

The offer and sale of the securities pursuant to the Offering are being made pursuant to an effective shelf registration statement that was filed with the Securities and Exchange Commission (the “SEC”) and became effective on April 3, 2024. The Offering will be made only by means of a prospectus supplement and accompanying prospectus forming part of the effective registration statement relating to these securities. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to these securities has been filed with the SEC and may be obtained from the website of the SEC at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, from the website of the SEC at www.sec.gov or, alternatively, from BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email at [email protected]; Cantor, 110 East 59th St., 6th Floor, New York, NY 10022, Attention: Capital Markets, or by email at [email protected]; Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847 or by email at [email protected]; or Stifel, One Montgomery Street, Suite 3700, San Francisco, California 94104, Attention: Syndicate, by telephone at (415) 364-2720 or by email at [email protected].

The securities being offered and sold in the Private Placement have not been registered under the Securities Act or any state’s securities laws. Accordingly, the securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. The prospectus supplement and the accompanying prospectus related to the Offering are not an offer to sell or a solicitation of an offer to buy any securities in connection with the Private Placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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