Intuitive Machines Inc-A美股招股说明书(2026-06-03版)

Intuitive Machines, Inc. Up to $500,000,000 ClassA Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with Barclays Capital Inc., Cantor Fitzgerald & Co., B. Riley Securities, Inc., Canaccord GenuityLLC,Clear Street LLC, Craig-Hallum Capital Group LLC, Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., Roth Capital Partners, LLC and Stifel, Nicolaus & Company,Incorporated (collectively, the “Agents”) relating to the sale of shares of our ClassA common stock, par value $0.0001 per share (“ClassA Common Stock”), offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell up to an aggregate of $500,000,000 of ourClassA Common Stock from time to time through the Agents. Sales of our ClassA Common Stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be an “at the marketoffering” as defined in Rule415(a)(4)promulgated under the Securities Actof1933, as amended (the “Securities Act”), in ordinary brokers’ transactions on The Nasdaq StockMarket LLC (“Nasdaq”) or otherwise, at market prices prevailing at the time of sale, in block transactions, in negotiated transactions, in any manner permitted by applicable law oras otherwise agreed with the Agents. If we and the Agents agree on any method of distribution other than the sale of shares of ClassA Common Stock on or through Nasdaq oranother existing trading market in the UnitedStates at market prices, we will, to the extent required, file a prospectus supplement providing all information about such offering asrequired by Rule424(b)under the Securities Act. The Agents are not required to sell any specific number or dollar amount of securities but will act as our sales agents usingcommercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds tobe received in any escrow, trust or similar arrangement. Under the Sales Agreement, we may also sell shares of ClassA Common Stock to the Agents as principal for their own accounts, at a price to be agreed upon at the time ofsale. If we sell shares to any of the Agents as principal, we will enter into a separate agreement with such Agent, and we will describe the agreement in a separate prospectussupplement, to the extent required. The compensation to the Agents for the sales of ClassA Common Stock pursuant to the Sales Agreement will be an amount up to 3.0% of the aggregate gross proceeds ofany shares of ClassA Common Stock sold under the Sales Agreement. In connection with the sale of our ClassA Common Stock on our behalf, the Agents may be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation paid to the Agents may be deemed to be underwriting commissions or discounts. We have also agreedto provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act and the Securities ExchangeActof1934,as amended (the “ExchangeAct”). See “Plan of Distribution” beginning on pageS-10 for additional information regarding the compensation to be paid to the Agents. Our ClassA Common Stock is listed on Nasdaq under the symbol “LUNR”. On June1, 2026, the closing price of our ClassA Common Stock was $38.21 per share. We currently qualify as an “emerging growth company” as defined under the U.S. federal securities laws, and may continue to qualify until December 31, 2026,and, as such, have elected to comply with certain reduced public company reporting requirements. See the documents that are incorporated by reference into thisprospectus for additional information. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” contained in this prospectus beginning on page S-4 and any applicable prospectus supplement, and under similar headings in the other documents that are incorporated by reference into thisprospectus. Neither the Securities and Exchange Commission nor any regulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. CantorClearStreetKeyBancCapitalMarketsStifel Barclays B.RileySecuritiesCraig-HallumRothCapitalPartners CanaccordGenuity DeutscheBankSecurities Table of Contents TABLE OF CONTENTS About This Prospectus SupplementSummaryThe OfferingRisk FactorsCautionary NoteRegarding Forward-Looking StatementsUse of ProceedsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationInformation Incorporated By Reference Prospectus About This ProspectusCautionary Note Regarding Forward-Looking StatementsThe CompanyRisk FactorsUse of ProceedsDescription of Securities Material U.S. Federal Income Tax Consequences for Holders of ClassA Common Stock Pl