Intuitive Machines Inc-A 2024年度报告

(Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______Commission file number001-40823____________________________ (281)520-3703Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Nox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Nox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yesx Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting 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. (Check one): Large accelerated filer oAccelerated filerxSmaller reporting companyEmerging growth company Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.x Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox The aggregate market value of voting stock held by non-affiliates of the registrant on June30, 2024, based on the closing price of$3.30 for shares of the registrant’s Class A Common Stock as reported by the Nasdaq Stock Market, was approximately$190.3million. As ofMarch18, 2025, the Registrant had115,725,043shares of Class A common stock, $0.0001 par value,0shares of Class Bcommon stock, $0.0001 par value, and62,594,533shares of Class C common stock, $0.0001 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for use in connection with its 2025 Annual Meeting of Stockholders, which is tobe filed no later than 120 days after December31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K. INTUITIVE MACHINES, INC. Table of Contents PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiSUMMARY RISK FACTORSiiiPART IItem 1. Business1Item 1A. Risk Factors9Item 1B. Unresolved Staff Comments28Item 1C. Cybersecurity29Item 2. Properties30Item 3. Legal Proceedings30Item 4. Mine Safety Disclosures30PART IIItem 5. Market for the Registrant’s, Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities31Item 6. Reserved32Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item 7A. Quantitative and Qualitative Disclosures About Market Risk51Item 8. Financial Statements and Supplementary Data52Item 9. Changes in and Disagreements with Accountants on Acc