As filed with the U.S. Securities and Exchange Commission on June 23, 2023 Registration No. 333-271014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTUITIVE MACHINES, INC. (Exact name of registrant as specified in its charter) __________________ | Delaware | 3760 | 36-5056189 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation ...

As filed with the U.S. Securities and Exchange Commission on June 2, 2023 Registration No. 333-271015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTUITIVE MACHINES, INC. (Exact name of registrant as specified in its charter) __________________ | Delaware | 3760 | 36-5056189 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | incorporation or ...

As filed with the U.S. Securities and Exchange Commission on June 2, 2023 Registration No. 333-271014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTUITIVE MACHINES, INC. (Exact name of registrant as specified in its charter) __________________ | Delaware | 3760 | 36-5056189 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation ...

Financial Performance - Total revenue for the three months ended March 31, 2023, was $18,236, a decrease of 1.3% compared to $18,471 in the same period of 2022[15] - Operating loss for the same period was $13,963, compared to an operating loss of $4,500 in the prior year, indicating a significant increase in losses[15] - Net loss for the three months ended March 31, 2023, was $23,447, significantly higher than the net loss of $4,342 in the same period of 2022[15] - For the three months ended March 31, 2023, the net loss was $23,447 thousand, compared to a net loss of $4,342 thousand for the same period in 2022, representing a significant increase in losses[24] - Cash flows used in operating activities for Q1 2023 were $18,666 thousand, a decrease from $24,044 thousand in Q1 2022, indicating improved cash management despite ongoing losses[24] - The company reported a net cash increase of $21,037 thousand in Q1 2023, compared to a decrease of $20,235 thousand in Q1 2022, reflecting a positive shift in cash position[24] Assets and Liabilities - Total current assets increased to $65,603 as of March 31, 2023, up from $40,992 at the end of 2022, reflecting a growth of 60.4%[13] - Total liabilities rose to $220,851 as of March 31, 2023, compared to $124,623 at the end of 2022, representing an increase of 77.1%[13] - Cash and cash equivalents increased to $46,801 as of March 31, 2023, compared to $25,764 at the end of 2022, marking an increase of 81.7%[13] - The Company had cash and cash equivalents of $46.8 million and a working capital deficit of $42.5 million as of March 31, 2023[45] - As of March 31, 2023, other current liabilities totaled $22,257,000, an increase from $15,178,000 as of December 31, 2022[84] Business Operations - The company is focused on developing space systems and infrastructure for lunar exploration, aiming to support sustainable human presence on the Moon and beyond[26] - Intuitive Machines, Inc. completed a business combination on February 13, 2023, resulting in the conversion of all common units of Intuitive Machines, LLC into common stock of Intuitive Machines, Inc.[28] - The company operates in one reportable segment, with all assets maintained in the United States, emphasizing its concentrated operational focus[38] - As of March 31, 2023, one major customer accounted for 74% of the Company's total revenue, down from 78% in the same period of 2022[42] Capital Expenditures and Investments - The company incurred $8,565 thousand in capital expenditures for property and equipment in Q1 2023, compared to $377 thousand in Q1 2022, indicating increased investment in growth[24] - The Company capitalized $17.4 million in property and equipment related to reimbursable leasehold improvement costs as of March 31, 2023[119] - Construction in progress includes $17.4 million for a lunar operations center and $7.9 million for a commercial communications satellite, with capitalized interest of $173 thousand for the three months ended March 31, 2023[113] Shareholder Information - The weighted average shares outstanding for the period was 15,224,378[15] - The basic and diluted net loss per share for the period from February 13, 2023, to March 31, 2023, was $(0.64) based on a net loss of $(9.688) million attributable to Class A common shareholders[170] - As of March 31, 2023, the total shares outstanding for Intuitive Machines, Inc. were 82,948,558, including 14,771,804 Class A Common Stock, 10,566 Class B Common Stock, and 68,140,188 Class C Common Stock[132] Revenue Recognition and Contracts - Fixed price contracts accounted for 91% of total revenue in Q1 2023, while time and materials contracts made up 9%[103] - The company recognizes changes in contract estimates on a cumulative catch-up basis, which can affect revenue recognition in current and prior periods[70] - Unbilled receivables, resulting from revenue recognized exceeding billings, are reported as contract assets, while deferred revenue consists of advance payments exceeding recognized revenue[73] - Remaining performance obligations amounted to $87.0 million as of March 31, 2023, with an expectation to recognize 75-80% of this revenue over the next 9 months[109] Financial Obligations and Liabilities - The company established earn-out liabilities of $103,385 as of March 31, 2023, reflecting new financial obligations[13] - The fair value of earn-out liabilities was estimated at $103.385 million, up from $18.314 million as of December 31, 2022[160][161] - The reserve for estimated contract losses recorded in contract liabilities was $1.6 million as of March 31, 2023, down from $1.9 million as of December 31, 2022[115] Tax and Compliance - For the three months ended March 31, 2023, the Company recognized an income tax expense of $3.2 million, compared to $0 for the same period in 2022[126] - The company uses the asset and liability method for income taxes, recognizing deferred tax assets and liabilities based on enacted tax rates expected to apply in future periods[76] Market and Risk Factors - The Company has determined that the IX, LLC joint venture is a variable interest entity and is consolidated for financial reporting purposes[181] - The OMES III contract awarded in April 2023 is currently under protest, impacting future revenue expectations[183] - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[287]

As filed with the U.S. Securities and Exchange Commission on March 30, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTUITIVE MACHINES, INC. (Exact name of registrant as specified in its charter) __________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Delaware 3760 36-5056189 (I.R.S. Employer Identification Number) 3700 Bay Area Blvd Ho ...

As filed with the U.S. Securities and Exchange Commission on March 30, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTUITIVE MACHINES, INC. (Exact name of registrant as specified in its charter) __________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3760 36-5056189 (I.R.S. Employer Identification N ...

Lunar Economy and Market Position - Intuitive Machines has secured three Commercial Lunar Payload Services (CLPS) awards, more than any competitor, establishing a strong position in the lunar economy[37]. - The Lunar Services market is estimated to be approximately $105 billion from 2021 to 2030, driven by crewed missions, infrastructure, and technology[46]. - Intuitive Machines' Lunar Access Services business unit has a contracted value of $289 million from NASA CLPS and Tipping Point contracts as of December 31, 2022[53]. - The company is positioned as a first mover in lunar transport with its IM-1 mission, which aims to be the first commercial lander on the Moon since Apollo 17 in 1972[69]. - The total addressable market for Intuitive Machines across space exploration, national security, and commercial satellite services is over $175 billion annually[45]. Financial Performance and Projections - The company achieved revenues of $86.6 million in the fiscal year 2022, with approximately $142.1 million in revenues already contracted for 2023[69]. - The total addressable market for the company is estimated to be approximately $120.0 billion over the next decade, including significant spending from the Department of Defense and Space Force[69]. - The company anticipates continued operating losses and will require substantial additional capital to fund operations and R&D programs[161]. - The company's financial results may vary significantly from quarter to quarter due to fixed expenses and the timing of revenue recognition[165]. - Payments under the TRA will reduce overall cash flow available to the company, potentially impacting liquidity and business operations[177]. Operational Capabilities and Growth - The Nova-C lander is designed to carry up to 130 kilograms of cargo and is intended to execute multiple experiments on the lunar surface in 2023[51]. - The company is pursuing a $720 million prime engineering contract for the NASA Landsat Servicing mission, indicating strategic growth opportunities[58]. - The company has manufacturing capabilities that include two EOS M290 machines, enabling rapid production of high-quality components for space applications[64]. - The company is constructing a state-of-the-art manufacturing and operations center in Spaceport Houston, expected to be operational in Q3 2023[84]. - The company has a robust R&D team focused on innovating space technology and optimizing its proprietary technology platform[78]. Risks and Challenges - The company faces significant costs related to compliance with various governmental regulations, which can materially impact capital expenditures and earnings[90]. - The competitive landscape includes intense pressure on pricing and market share due to existing and new competitors, as well as industry consolidation[102]. - The COVID-19 pandemic has disrupted operations, leading to delays in supply chains and decreased operational efficiency, which may continue to affect financial results[105]. - Over 80% of the company's revenues come from a small number of customers, creating risks if any large customer changes purchasing patterns[114]. - The company may experience production delays due to the handling of hazardous materials, which could disrupt operations and lead to financial liabilities[117]. Compliance and Regulatory Environment - The company must comply with stringent U.S. import and export control laws, including ITAR, which may pose risks to its competitive position[91]. - The company is subject to stringent U.S. export control laws, and violations could lead to significant penalties and impact business operations[142]. - Changes in export control regulations may restrict operations and require additional authorizations, potentially increasing costs and delays[144]. - Compliance with various laws and regulations is critical, and any changes could adversely affect operations and financial results[127]. Corporate Governance and Ownership Structure - The Founders control approximately 83.2% of the combined voting power of the common stock, which may limit the influence of public stockholders on corporate matters[188]. - The company is classified as a "controlled company" under Nasdaq rules, exempting it from certain corporate governance requirements, which may not provide the same protections to stockholders[200]. - The Board has the authority to issue preferred stock without stockholder approval, which could dilute the ownership of hostile acquirers[193]. - The requirement for a special meeting of stockholders to be called only by the Board may delay stockholder actions, including the removal of directors[198]. Litigation and Legal Matters - The company is involved in various pending and threatened litigation matters that could adversely affect its business[211]. - Negative audit findings on U.S. government contracts could result in revenue reductions or termination of contracts, impacting overall business operations[150]. - The company did not design effective controls over revenue recognition and performance obligations, which may lead to material misstatements in financial statements[139]. Tax and Financial Agreements - The Tax Receivable Agreement (TRA) requires cash payments to TRA Holders equal to 85% of cash tax savings, estimated at approximately $170.4 million over 20 years, based on a $10.00 per share trading price[176]. - The company expects to pay approximately $148.2 million under the TRA over the 20-year period, benefiting from the remaining 13% of tax benefits[176]. - If a Change of Control occurs, the company must make an immediate payment under the TRA, which could exceed actual future tax benefits realized[177].