Intuitive Machines Inc

As filed with the U.S. Securities and Exchange Commission on January 25, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

13467 Columbia Shuttle Street

Houston, TX 77059

(281) 520-3703

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Anna Chiara Jones

General Counsel and Corporate Secretary

13467 Columbia Shuttle Street

Houston, TX 77059

(281) 520-3703

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Nick S. Dhesi

John J. Slater

Latham & Watkins LLP

811 Main Street Suite 3700

Houston, TX 77002

(212) 906-1200

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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 7(a)(2)(B) of the Securities Act:☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 25, 2024

9,411,766 SHARES OF CLASS A COMMON STOCK ISSUABLE

UPON EXERCISE OF WARRANTS

9,411,766 SHARES OF CLASS A COMMON STOCK

This prospectus relates to the issuance by Intuitive Machines, Inc. (the “Company,” “we,” “us” and “our”) of an aggregate of up to 9,411,766 shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”), that are issuable upon the exercise of (i) that certain New Series A Common Stock Purchase Warrant, which entitles the holder thereof to purchase up to 4,705,883 shares of Class A Common Stock at an exercise price of $2.75 per share (the “New Series A Warrant”), and (ii) that certain New Series B Common Stock Purchase Warrant, which entitles the holder thereof to purchase up to 4,705,883 shares of Class A Common Stock at an exercise price of $2.75 per share (the “New Series B Warrant” and, together with the New Series A Warrant, the “New Warrants”), by the holders thereof.

This prospectus also relates to the resale from time to time of up to 9,411,766 shares of Class A Common Stock, comprised of 9,411,776 shares of Class A Common Stock issuable upon the exercise of the New Warrants by the selling stockholder identified in this prospectus, including its transferees, pledgees, donees or successors.

The New Warrants were issued to Armistice Capital Master Fund Ltd. (“Armistice”) on January 12, 2024 in a private placement (the “New Warrants Private Placement”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to that certain Warrant Exercise Agreement (the “Warrant Exercise Agreement”), dated as of January 10, 2024, by and between the Company and Armistice. Pursuant to the Warrant Exercise Agreement, Armistice exercised in full an outstanding Series B Common Stock Purchase Warrant (the “Exercise”) to purchase up to an aggregate of 4,705,883 shares of Class A Common Stock (the “Existing Series B Warrant”). In consideration for the immediate and full exercise of the Existing Series B Warrant for cash, Armistice received the New Warrants in the New Warrants Private Placement. In connection with the Exercise, the Company also agreed to reduce the exercise price of the Existing Series B Warrant from $4.75 to $2.50 per share and the exercise price of an outstanding Series A Common Stock Purchase Warrant held by Armistice, which is exercisable for up to 4,705,883 shares of Class A Common Stock (the “Existing Series A Warrant” and together with the Existing Series B Warrant, the “Existing Warrants”), from $4.75 to $2.75 per share. The gross proceeds to the Company from the Exercise were approximately $11.8 million, prior to deducting estimated offering expenses.

The New Series A Warrant will become exercisable commencing upon the Company’s receipt of final Stockholder Approval (as defined below), including following expiration of any waiting period required pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has an expiration date of five and one-half years after the date of the Stockholder Approval, and an exercise price of $2.75 per share of Class A Common Stock. The New Series B Warrant will become exercisable commencing upon the Company’s receipt of final Stockholder Approval, including following expiration of any waiting period required pursuant to Section 14C of the Exchange Act, and has an expiration date of 18 months after the date of the Stockholder Approval, and an exercise price of $2.75 per share of Class A Common Stock. In connection with the Warrant Exercise Agreement, the Company agreed to (i) register the resale of the shares of Class A Common Stock issuable upon exercise of the New Warrants, (ii) obtain written consent from holders representing more than 50% of the voting power of the Company’s outstanding voting stock eligible to vote at a meeting of the Company’s stockholders in lieu of a special meeting (the “Stockholder Approval”) to approve, under Nasdaq Stock Market LLC (“Nasdaq”) rules, the issuance of shares of Class A Common Stock upon the exercise of the New Warrants and (iii) file an information statement on Schedule 14C under Section 14 of the Exchange Act disclosing such Stockholder Approval on or prior to the date that is 15 days following the Closing Date (as defined in the Warrant Exercise Agreement). Each of the New Warrants includes a beneficial ownership restriction that prevents Armistice from owning more than 4.99% of the Company’s outstanding Class A Common Stock at any time.

We will receive the proceeds from any exercise of the New Warrants for cash, but not from the resale of any shares of Class A Common Stock by the selling stockholder covered by this prospectus. Each of the New Warrants entitles the holder thereof to purchase up to 4,705,883 shares of our Class A Common Stock at a price of $2.75 per share. If the price of our Class A Common Stock is below $2.75 per share, the holders of the New Warrants will be unlikely to cash exercise such New Warrants, resulting in little to no cash proceeds to us.

We will bear all costs, expenses, and fees in connection with the registration of the shares of Class A Common Stock covered by this prospectus. The selling stockholder will bear all commissions and discounts, if any, attributable to its sales of such shares of Class A Common Stock.

Our Class A Common Stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LUNR.” On January 23, 2024, the closing price of our Class A Common Stock on Nasdaq was $2.77 per share.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject to reduced disclosure and public reporting requirements. See “Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 9 of this prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.