Intuitive Machines, Inc. 8-K

What Happened Intuitive Machines, Inc. announced on Jan 13, 2026 that it closed the acquisition referenced in its Nov 2025 purchase agreement and entered several material agreements tied to that closing. The company signed a Registration Rights Agreement giving the seller certain resale rights (including the right to initiate up to three underwritten public offerings and piggyback registration rights for stock consideration). It also became a guarantor under an existing Orbital Receivables Purchase Facility via a Waiver, Consent, Amendment and Assignment Agreement with Lanteris Space LLC, Vantor Parent Inc. and ING Belgium NV/SA, and obtained a consent/waiver from Stifel Bank with respect to its Loan and Security Agreement.

Key Details

• Registration rights: Seller received rights including up to three underwritten public offerings and piggyback registration rights related to stock consideration (agreement dated Jan 13, 2026).
• Receivables facility: Under the Orbital Receivables Purchase Facility (term through Dec 1, 2026) ING may purchase up to $250,000,000 of orbital payment receivables; Intuitive Machines (as purchaser/guarantor) assumed guarantees and ING consented to the change of control, waived defaults and agreed the acquisition is not a repurchase event.
• Prepayment exposure: If a customer prepays an ING‑purchased receivable, Lanteris Space LLC must make a “make‑whole” payment calculated by a net present value formula in the facility.
• Stifel waiver: On Jan 12, 2026 Stifel Bank consented to the acquisition and agreed to halt borrowing and covenant obligations under the Loan and Security Agreement dated Mar 4, 2025.
• Corporate disclosure: The company issued a press release on Jan 13, 2026 and said required financial statements and pro forma information for the acquired business will be filed by amendment within 71 days.

Why It Matters These actions affect shareholder liquidity, contingent obligations and potential future dilution. The registration rights allow the seller to register and sell shares through up to three underwritten offerings (and piggyback on future registrations), which could increase share supply. Assuming guarantor status under the $250M receivables facility and the related make‑whole mechanics creates contingent payment obligations and ties the company to ING’s purchase decisions. The Stifel waiver relaxes near‑term borrowing/covenant constraints but does not eliminate underlying credit terms. Investors should watch the forthcoming financial statements and pro forma disclosures (due within 71 days) for the acquisition’s impact on revenue, liabilities and capital structure.