Acquisition Details - The acquisition involves Intuitive Machines, Inc. purchasing 100% of the membership interests of Lanteris Space Holdings LLC from Vantor Holdings Inc. for a consideration to be determined[10]. - The transaction is expected to enhance Intuitive Machines' capabilities in mission systems engineering and spacecraft manufacturing, targeting both commercial and government customers[24]. - The closing of the transaction is subject to various conditions precedent, including regulatory approvals and other customary closing conditions[10]. - The parties have agreed to enter into a transitional services agreement to ensure a smooth integration post-acquisition[8]. - The total consideration for the acquisition will be adjusted based on post-closing adjustments as outlined in the agreement[3]. - The Cash Consideration Amount is set at $450,000,000, with adjustments applicable post-Closing[27]. - The total consideration for the acquisition includes a cash consideration amount plus $350 million[140]. - The cash portion adjustment amount is capped at $50 million if the calculated amount exceeds this threshold[141]. - The closing date is expected to occur no later than five business days after all conditions are satisfied, but not before February 1, 2026[138]. - The pre-closing merger will result in the cessation of Space Robotics' corporate existence, with Lanteris Space LLC as the surviving entity[139]. Financial Considerations - Closing Cash on Hand shall not exceed $7,500,000 in aggregate[30]. - Closing Working Capital is calculated as consolidated current assets minus consolidated current liabilities, excluding certain specified accounts[33]. - The Company will not include any amounts reflected in Closing Cash on Hand, Closing Indebtedness, and Closing Transaction Expenses in the Closing Working Capital[34]. - The Equity Transaction Bonus Value is equal to 43.75% of the dollar value of the Company Transaction Bonuses[49]. - The Company is subject to adjustment terms as outlined in Sections 3.1 and 3.2 regarding the Cash Consideration Amount[27]. - The closing working capital target is set at $(90 million)[131]. - The upper working capital collar is $(70 million), indicating a negative threshold[130]. - The estimated closing transaction expenses are to be calculated and provided three business days prior to the closing date[144]. - The transaction expenses related to the acquisition are estimated to be $1 million for audit expenses[126]. - Within 90 days post-Closing, Purchaser must deliver a Closing Statement detailing Closing Working Capital Adjustment, Closing Cash on Hand, Closing Indebtedness, and Closing Transaction Expenses[148]. - The Closing Statement is final unless Seller disputes it within 45 days, detailing the disagreement and dollar amounts involved[149]. - If the Closing Working Capital Adjustment exceeds the Estimated amount, the Cash Consideration Amount will increase accordingly[152]. - Any adjustments resulting in a reduction of the Cash Consideration Amount must be paid by Seller to Purchaser within 5 business days after final determination[153]. Legal and Compliance - The agreement includes representations and warranties from both the seller and purchaser regarding financial statements and legal compliance[4]. - The Company must comply with Environmental Laws concerning pollution and worker health or safety[48]. - The Company is required to obtain FCC Approval for the transfer of licenses and authorizations[56]. - "Legal Proceedings" encompass any judicial or administrative actions involving the Group Companies[82]. - Each Group Company holds all necessary permits and is in compliance with all applicable laws for the lawful conduct of the Business[171]. - All material Taxes owed by the Group Companies have been timely paid, and all required Tax Returns are true and complete[172]. - The Group Companies have maintained compliance with U.S. national industrial security requirements over the past three years[200]. Intellectual Property and Technology - "Intellectual Property" includes patents, trademarks, copyrights, and trade secrets, essential for the company's competitive advantage[76]. - The Group Companies exclusively own all rights to the Company Intellectual Property, which is valid and enforceable[185]. - The Group Companies have taken commercially reasonable measures to maintain the confidentiality of material trade secrets included in the Company Intellectual Property[187]. - All material IT Systems used in the Business are sufficient and operate in accordance with their intended purposes[188]. - No Group Company has suffered any material malfunction of the IT Systems that has not been remedied[189]. - Each Group Company has materially complied with all Privacy Laws and has used commercially reasonable safeguards to protect Personal Information over the past three years[191]. - No Group Company has experienced material security breaches involving Personal Information in the past three years[191]. Market Position and Strategy - The transaction is anticipated to strengthen Intuitive Machines' market position in the space exploration sector[24]. - The acquisition is part of a broader strategy for market expansion and technological advancement in the aerospace industry[24].
INFLECTION POINT(IPAX) - 2025 Q3 - Quarterly Results