Quantisnow Logo
Dashboard

Amendment: SEC Form SC 13G/A filed by Intuitive Machines Inc.

$LUNR
Industrial Machinery/Components
Industrials
Get the next $LUNR alert in real time by email
SC 13G/A 1 ea0221104-13ga1shanon_int.htm AMENDMENT NO. 1 TO SCHEDULE 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

Intuitive Machines, Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

46125A 100

(CUSIP Number)

 

September 30, 2024

(Date of event which requires filing of this statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐Rule 13d-1(b)

 

þRule 13d-1(c)

 

☐Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 46125A 100   Page 2 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Kingstown 1740 Fund L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,444,536(1)(2)(3)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,444,536(1)(2)(3)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,444,536(1)(2)(3)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☒

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%(4)

12

TYPE OF REPORTING PERSON

PN

 

(1)Consists of (i) 1,585,904 shares of Class A Common Stock and (ii) an aggregate of 1,858,632 shares of Class A Common Stock that may be purchased by exercising Warrants (as defined below).

(2)Excludes an aggregate of 1,930,770 shares of Class A Common Stock that may be purchased by exercising warrants that are not currently exercisable within 60 days. Kingstown 1740 Fund L.P. (“Kingstown 1740”) holds warrants exercisable for an aggregate of 3,789,402 shares of Class A Common Stock, consisting of (i) 3,218,750 shares of Class A Common Stock underlying warrants exercisable for $11.50 per share (the “$11.50 Warrants”) and (ii) 570,652 shares of Class A Common Stock underlying a warrant exercisable for $11.50 per share (the “Preferred Investor Warrant” and together with the $11.50 Warrants, the “Warrants”). Pursuant to the Preferred Investor Warrant and the warrant agreement governing the $11.50 Warrants, Kingstown 1740 has opted for a 9.8% beneficial ownership blocker, pursuant to which it may not exercise its Warrants for shares of Class A Common Stock to the extent that, upon giving effect to such exercise, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.8% of the Issuer’s Class A Common Stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The aggregate number of shares of Class A Common Stock and the percentage of total outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker.

(3)Kingstown Capital Management L.P. (“KCM”) is the investment manager of Kingstown 1740. Kingstown Management GP LLC (“KMGP”) is the general partner of KCM. Kingstown Capital Partners LLC (“KCP”) is the general partner of Kingstown 1740. Guy Shanon (“Mr. Shanon”) is the managing member of KMGP and KCP with respect to voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP. KCM, KMGP, KCP and Mr. Shanon share voting and dispositive power over the securities held by Kingstown 1740. As a result, each of KCM, KMGP, KCP and Mr. Shanon may be deemed to indirectly beneficially own the securities held by Kingstown 1740. Each of KCM, KMGP, KCP and Mr. Shanon disclaims beneficial ownership over any securities held by Kingstown 1740 other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.

(4)Based on 64,782,606 shares of Class A Common Stock outstanding, consisting of 62,923,974 shares of Class A Common Stock outstanding as of August 7, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2024, plus 1,858,632 shares of Class A Common Stock underlying Warrants held by Kingstown 1740 that may be exercised within 60 days, giving effect to the beneficial ownership blockers described above.

 

 

 

CUSIP No. 46125A 100   Page 3 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Kingstown Capital Partners LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,444,536(1)(2)(3)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,444,536(1)(2)(3)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,444,536(1)(2)(3)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☒

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%(4)

12

TYPE OF REPORTING PERSON

OO

 

(1) Consists of (i) 1,585,904 shares of Class A Common Stock and (ii) an aggregate of 1,858,632 shares of Class A Common Stock that may be purchased by exercising Warrants.
(2) Excludes an aggregate of 1,930,770 shares of Class A Common Stock that may be purchased by exercising Warrants that are not currently exercisable within 60 days. Kingstown 1740 holds Warrants exercisable for an aggregate of 3,789,402 shares of Class A Common Stock, consisting of (i) 3,218,750 shares of Class A Common Stock underlying $11.50 Warrants and (ii) 570,652 shares of Class A Common Stock underlying the Preferred Investor Warrant. Pursuant to the Preferred Investor Warrant and the warrant agreement governing the $11.50 Warrants, Kingstown 1740 has opted for a 9.8% beneficial ownership blocker, pursuant to which it may not exercise its Warrants for shares of Class A Common Stock to the extent that, upon giving effect to such exercise, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.8% of the Issuer’s Class A Common Stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The aggregate number of shares of Class A Common Stock and the percentage of total outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker.
(3) KCM is the investment manager of Kingstown 1740. KMGP is the general partner of KCM. KCP is the general partner of Kingstown 1740. Mr. Shanon is the managing member of KMGP and KCP with respect to voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP. KCM, KMGP, KCP and Mr. Shanon share voting and dispositive power over the securities held by Kingstown 1740. As a result, each of KCM, KMGP, KCP and Mr. Shanon may be deemed to indirectly beneficially own the securities held by Kingstown 1740. Each of KCM, KMGP, KCP and Mr. Shanon disclaims beneficial ownership over any securities held by Kingstown 1740 other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.
(4) Based on 64,782,606 shares of Class A Common Stock outstanding, consisting of 62,923,974 shares of Class A Common Stock outstanding as of August 7, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2024, plus 1,858,632 shares of Class A Common Stock underlying Warrants held by Kingstown 1740 that may be exercised within 60 days, giving effect to the beneficial ownership blockers described above.

 

 

 

CUSIP No. 46125A 100   Page 4 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Kingstown Capital Management L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,444,536(1)(2)(3)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,444,536(1)(2)(3)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,444,536(1)(2)(3)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☒

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%(4)

12

TYPE OF REPORTING PERSON

PN

 

(1) Consists of (i) 1,585,904 shares of Class A Common Stock and (ii) an aggregate of 1,858,632 shares of Class A Common Stock that may be purchased by exercising Warrants.
(2) Excludes an aggregate of 1,930,770 shares of Class A Common Stock that may be purchased by exercising Warrants that are not currently exercisable within 60 days. Kingstown 1740 holds Warrants exercisable for an aggregate of 3,789,402 shares of Class A Common Stock, consisting of (i) 3,218,750 shares of Class A Common Stock underlying $11.50 Warrants and (ii) 570,652 shares of Class A Common Stock underlying the Preferred Investor Warrant. Pursuant to the Preferred Investor Warrant and the warrant agreement governing the $11.50 Warrants, Kingstown 1740 has opted for a 9.8% beneficial ownership blocker, pursuant to which it may not exercise its Warrants for shares of Class A Common Stock to the extent that, upon giving effect to such exercise, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.8% of the Issuer’s Class A Common Stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The aggregate number of shares of Class A Common Stock and the percentage of total outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker.
(3) KCM is the investment manager of Kingstown 1740. KMGP is the general partner of KCM. KCP is the general partner of Kingstown 1740. Mr. Shanon is the managing member of KMGP and KCP with respect to voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP. KCM, KMGP, KCP and Mr. Shanon share voting and dispositive power over the securities held by Kingstown 1740. As a result, each of KCM, KMGP, KCP and Mr. Shanon may be deemed to indirectly beneficially own the securities held by Kingstown 1740. Each of KCM, KMGP, KCP and Mr. Shanon disclaims beneficial ownership over any securities held by Kingstown 1740 other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.
(4) Based on 64,782,606 shares of Class A Common Stock outstanding, consisting of 62,923,974 shares of Class A Common Stock outstanding as of August 7, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2024, plus 1,858,632 shares of Class A Common Stock underlying Warrants held by Kingstown 1740 that may be exercised within 60 days, giving effect to the beneficial ownership blockers described above.

 

 

 

CUSIP No. 46125A 100   Page 5 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Kingstown Management GP LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,444,536(1)(2)(3)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,444,536(1)(2)(3)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,444,536(1)(2)(3)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☒

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%(4)

12

TYPE OF REPORTING PERSON

OO

 

(1) Consists of (i) 1,585,904 shares of Class A Common Stock and (ii) an aggregate of 1,858,632 shares of Class A Common Stock that may be purchased by exercising Warrants.
(2) Excludes an aggregate of 1,930,770 shares of Class A Common Stock that may be purchased by exercising Warrants that are not currently exercisable within 60 days. Kingstown 1740 holds Warrants exercisable for an aggregate of 3,789,402 shares of Class A Common Stock, consisting of (i) 3,218,750 shares of Class A Common Stock underlying $11.50 Warrants and (ii) 570,652 shares of Class A Common Stock underlying the Preferred Investor Warrant. Pursuant to the Preferred Investor Warrant and the warrant agreement governing the $11.50 Warrants, Kingstown 1740 has opted for a 9.8% beneficial ownership blocker, pursuant to which it may not exercise its Warrants for shares of Class A Common Stock to the extent that, upon giving effect to such exercise, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.8% of the Issuer’s Class A Common Stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The aggregate number of shares of Class A Common Stock and the percentage of total outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker.
(3) KCM is the investment manager of Kingstown 1740. KMGP is the general partner of KCM. KCP is the general partner of Kingstown 1740. Mr. Shanon is the managing member of KMGP and KCP with respect to voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP. KCM, KMGP, KCP and Mr. Shanon share voting and dispositive power over the securities held by Kingstown 1740. As a result, each of KCM, KMGP, KCP and Mr. Shanon may be deemed to indirectly beneficially own the securities held by Kingstown 1740. Each of KCM, KMGP, KCP and Mr. Shanon disclaims beneficial ownership over any securities held by Kingstown 1740 other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.
(4) Based on 64,782,606 shares of Class A Common Stock outstanding, consisting of 62,923,974 shares of Class A Common Stock outstanding as of August 7, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2024, plus 1,858,632 shares of Class A Common Stock underlying Warrants held by Kingstown 1740 that may be exercised within 60 days, giving effect to the beneficial ownership blockers described above.

 

 

 

CUSIP No. 46125A 100   Page 6 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Guy Shanon

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

6,530,840(1)(2)(3)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

6,530,840(1)(2)(3)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,530,840(1)(2)(3)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☒

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.8%(4)

12

TYPE OF REPORTING PERSON

IN

 

(1) The reported shares include (i) 1,585,904 shares of Class A Common Stock of the Issuer held by Kingstown 1740, (ii) 1,227,673 shares of Class A Common Stock held by Mr. Shanon, (iii) an aggregate of 1,858,632 shares of Class A Common Stock that may be purchased by exercising Warrants held by Kingstown 1740 and (iv) 1,858,631 shares of Class A Common Stock that may be purchased by exercising $11.50 Warrants held by Mr. Shanon.
(2) Excludes an aggregate of 2,610,264 shares of Class A Common Stock that may be purchased by exercising Warrants that are not currently exercisable within 60 days. Mr. Shanon may be deemed to share beneficial ownership of Warrants exercisable for an aggregate of 6,327,527 shares of Class A Common Stock, consisting of (i) 3,218,750 shares of Class A Common Stock underlying $11.50 Warrants held by Kingstown 1740, (ii) 2,538,125 shares of Class A Common Stock underlying $11.50 Warrants held by Mr. Shanon and (iii) 570,652 shares of Class A Common Stock underlying the Preferred Investor Warrant held by Kingstown 1740. Pursuant to the Preferred Investor Warrant and the warrant agreement governing the $11.50 Warrants, Kingstown 1740 and Mr. Shanon have each opted for a 9.8% beneficial ownership blocker, pursuant to which they may not exercise their Warrants for shares of Class A Common Stock to the extent that, upon giving effect to such exercise, Kingstown 1740 or Mr. Shanon, as applicable (together with its or his affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates or Mr. Shanon or his affiliates, as applicable) would beneficially own greater than 9.8% of the Issuer’s Class A Common Stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The aggregate number of shares of Class A Common Stock and the percentage of total outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker.
(3) KCM is the investment manager of Kingstown 1740. KMGP is the general partner of KCM. KCP is the general partner of Kingstown 1740. Mr. Shanon is the managing member of KMGP and KCP with respect to voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP. KCM, KMGP, KCP and Mr. Shanon share voting and dispositive power over the securities held by Kingstown 1740. As a result, each of KCM, KMGP, KCP and Mr. Shanon may be deemed to indirectly beneficially own the securities held by Kingstown 1740. Each of KCM, KMGP, KCP and Mr. Shanon disclaims beneficial ownership over any securities held by Kingstown 1740 other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.
(4) Based on 66,641,237 shares of Class A Common Stock outstanding, consisting of 62,923,974 shares of Class A Common Stock outstanding as of August 7, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2024, plus 3,717,263 shares of Class A Common Stock underlying Warrants held by the Reporting Persons that may be exercised within 60 days, giving effect to the beneficial ownership blockers described above.

 

 

 

CUSIP No. 46125A 100   Page 7 of 11 Pages

 

Item 1. (a) Name of Issuer:

 

Intuitive Machines, Inc., a Delaware corporation.

 

  (b) Address of Issuer’s Principal Executive Offices:

 

3700 Bay Area Blvd

Houston, TX 77058

 

Item 2. (a) Name of Person Filing:

 

This Schedule 13G is filed by (1) KCM, (2) KMGP, (3) Mr. Shanon, (4) Kingstown 1740, and (5) KCP.

 

  (b) Address of Principal Business Office or, if none, Residence:

 

Each of KCM, KMGP, Mr. Shanon, Kingstown 1740 and KCP have a principal business office at 167 Madison Avenue, Suite 205 #1033, New York, NY 10016.

 

  (c) Citizenship:

 

KCM is a Delaware limited partnership.

KMGP is a Delaware limited liability company.

Mr. Shanon is a citizen of the United States of America.

Kingstown 1740 is a Delaware limited partnership.

KCP is a Delaware limited liability company.

  

  (d) Title of Class of Securities:

 

Class A common stock, par value $0.0001 per share (the “Class A Common Stock”)

 

  (e) CUSIP Number:

 

46125A 100

  

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

  (a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
       
  (b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
       
  (c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
       
  (d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
  (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

  (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

  (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

 

 

 

  (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4. Ownership

 

(a)Amount Beneficially Owned: See the response to row 9 of the cover page of each Reporting Person.

 

(b)Percent of Class: See the response to row 11 of the cover page of each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote

 

See the response to row 5 of the cover page of each Reporting Person.

 

(ii)Shared power to vote or to direct the vote

 

See the response to row 6 of the cover page of each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of

 

See the response to row 7 of the cover page of each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of

 

See the response to row 8 of the cover page of each Reporting Person.

 

Pursuant to the terms of the Preferred Investor Warrants, Kingstown 1740 has opted for a 9.8% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrants for shares of Class A Common Stock to the extent that, upon giving effect to such exercise, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 4.99% of the Issuer’s Class A Common Stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The aggregate number of shares of Class A Common Stock and the percentage of total outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons as reported below gives effect to these beneficial ownership blockers.

 

Pursuant to the applicable warrant agreement, each of Kingstown 1740 and Mr. Shanon have opted for a 9.8% beneficial ownership blocker, pursuant to which they may not exercise their warrants for shares of Class A Common Stock to the extent that, upon giving effect to such exercise, they (together with their affiliates and any persons acting as a group together with either of them or either of their affiliates) would beneficially own greater than 9.8% of the Issuer’s Class A Common Stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The aggregate number of shares of Class A Common Stock and the percentage of total outstanding shares of Class A Common Stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker.

 

8

 

 

KCM is the investment manager of Kingstown 1740. KMGP is the general partner of KCM. KCP is the general partner of Kingstown 1740. Mr. Shanon is the managing member of KMGP and KCP with respect to voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP. KCM, KMGP, KCP and Mr. Shanon share voting and dispositive power over the securities held by Kingstown 1740. As a result, each of KCM, KMGP, KCP and Mr. Shanon may be deemed to indirectly beneficially own the securities held by Kingstown 1740. Each of KCM, KMGP, KCP and Mr. Shanon disclaims beneficial ownership over any securities held by Kingstown 1740 other than to the extent of its/his respective pecuniary interest therein, directly or indirectly. 

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Mr. Shanon is the managing member of KMGP and KCP with respect to voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP. KMGP is the general partner of KCM. KCM is the investment manager of Kingstown 1740. KCP is the general partner of Kingstown 1740. As a result KCM, KMGP, Michael Blitzer (who has relinquished both voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP) and Mr. Shanon may be entitled to distributions, or to direct the distributions of, securities held by Kingstown 1740.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

Item 10. Certification

  

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

9

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 

Dated: November 13, 2024

 

KINGSTOWN CAPITAL MANAGEMENT L.P.

 

By: Kingstown Management GP LLC, its general partner

  
   
/s/ Guy Shanon  
Name:  Guy Shanon  
Title: Managing Member  

 

KINGSTOWN MANAGEMENT GP LLC  
   
/s/ Guy Shanon  
Name:   Guy Shanon  
Title: Managing Member  
   
/s/ Guy Shanon  
Name: Guy Shanon  

 

KINGSTOWN 1740 FUND L.P.

 

By: Kingstown Capital Management L.P., its investment manager

By: Kingstown Management GP LLC, its general partner

  

 

/s/ Guy Shanon  
Name: Guy Shanon  
Title: Managing Member  
     
KINGSTOWN CAPITAL PARTNERS LLC  
     
/s/ Guy Shanon  
Name:  Guy Shanon  
Title: Managing Member  

 

10

 

 

Exhibit Index

 

Exhibit No.   Description
Exhibit 11.1   Joint Filing Agreement by and among the Reporting Persons, Michael Blitzer and Inflection Point Holdings LLC (previously filed as Exhibit 11 to the Original 13D filed by the Reporting Persons on October 4, 2021 (File No. 005-92893)).

 

11

 
Get the next $LUNR alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$LUNR

DatePrice TargetRatingAnalyst
2/25/2025$18.00Hold
Deutsche Bank
2/5/2025$16.00Underperform
BofA Securities
6/28/2024$8.00Buy
B. Riley Securities
5/19/2023$11.00Overweight
Cantor Fitzgerald
3/10/2023$20.00Buy
ROTH MKM
2/27/2023$35.00Buy
Canaccord Genuity
More analyst ratings

$LUNR
 Press Releases

Fastest customizable press release news feed in the world

See more

  • Intuitive Machines Reports Fourth Quarter and Full-Year 2024 Financial Results

    HOUSTON, March 24, 2025 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (NASDAQ:LUNR, "Intuitive Machines, " or the "Company")), a leading space technology, infrastructure, and services company, today announced its financial results for the fourth quarter and full-year ended December 31, 2024. Intuitive Machines CEO Steve Altemus said, "Just two years ago, we became a public company with a bold vision for the future. Over the past year, we've deliberately positioned ourselves for long-term success by expanding our technical capabilities, opening new revenue streams, and fortifying our financial position. Today, we stand stronger than ever— financially secure, debt-free, and ready to

    $LUNR
    Industrial Machinery/Components
    Industrials

  • Intuitive Machines Announces Date for Fourth Quarter and Full-Year 2024 Financial Results Conference Call

    HOUSTON, March 17, 2025 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (NASDAQ:LUNR) ("Intuitive Machines") ("Company") announced today that it will release its financial results for the fourth quarter and full-year of 2024 on Monday, March 24, 2025, before the market opens. Following the news release, the Company will host a conference call the same day at 8:30 am ET to discuss the results. To participate in the call, please register here. Once registered, participants can dial in from their phone using a dial-in and PIN number that will be provided to them. A webcast replay will be available on the investors portion of the Intuitive Machines website at https://investors.intuitivemachines

    $LUNR
    Industrial Machinery/Components
    Industrials

  • Intuitive Machines Announces Completion of Redemption of its Outstanding Warrants

    HOUSTON, March 10, 2025 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (NASDAQ:LUNR) ("Intuitive Machines" or the "Company"), a leading space exploration, infrastructure, and services company, announced today that it has completed the redemption of its outstanding warrants (the "Warrants") to purchase shares of the Company's Class A common stock, $0.0001 par value per share (the "Class A Common Stock"), that remained unexercised at 5:00 p.m., New York City time, on March 6, 2025 (the "Redemption Date") for a redemption price of $0.01 per Warrant (the "Redemption Price"). On February 4, 2025, the Company issued a press release stating that, pursuant to the Warrant Agreement dated as of

    $LUNR
    Industrial Machinery/Components
    Industrials

$LUNR
 Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$LUNR
 Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$LUNR
 SEC Filings

See more

$LUNR
 Leadership Updates

Live Leadership Updates

See more

  • Intuitive Machines Appoints Executive Leader for Data Services Business

    HOUSTON, March 03, 2025 (GLOBE NEWSWIRE) -- – Intuitive Machines, Inc. (NASDAQ:LUNR, LUNRW)) ("Intuitive Machines") ("Company"), a leading space exploration, infrastructure, and services company, has appointed James J. Frelk as Senior Vice President, Data Services, effective March 3rd. Mr. Frelk is a senior executive leader with more than 30 years of experience in national security, commercial satellites, intelligence, surveillance, reconnaissance, cyber security, artificial intelligence, and other critical programs in both government and commercial industry.    "We are excited to welcome Jim to the team as we continue to build out our data transmission services pillar in order to bec

    $LUNR
    Industrial Machinery/Components
    Industrials

  • XiFin Appoints Erik Sallee as Chief Financial Officer

    CFO Brings Extensive Capital Markets Experience Leading Companies Through Market Expansion XiFin, Inc., a leading provider of innovative healthcare information technologies and services that deliver artificial intelligence (AI)-enabled operational efficiency, interoperability, and simplicity, announced today that it has appointed Erik Sallee as its new chief financial officer and executive vice president. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240220547609/en/Erik Sallee, CFO at XiFin. (Photo: Business Wire) Prior to joining XiFin, Sallee was CFO at Intuitive Machines (NASDAQ:LUNR), a diversified space exploration comp

    $LUNR
    Industrial Machinery/Components
    Industrials

  • Intuitive Machines Opens Lunar Production and Operations Facility at the Houston Spaceport and Confirms Lander Ship Date in the Coming Days

    HOUSTON, Sept. 29, 2023 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (NASDAQ:LUNR, LUNRW))) ("Intuitive Machines") ("Company"), a leading space exploration, infrastructure, and services company, today opened its Lunar Production and Operations Center. Located at the Houston Spaceport in Houston, Texas, the Intuitive Machines Lunar Production and Operations Center represents a new lunar access capability for the United States, NASA, and global commercial partners. Construction on the site began in June 2021, with the now completed facility ready to support each of Intuitive Machines' three NASA-awarded missions. Designed to support each of the Company's four core business uni

    $LUNR
    Industrial Machinery/Components
    Industrials

$LUNR
 Financials

Live finance-specific insights

See more

  • Intuitive Machines Reports Fourth Quarter and Full-Year 2024 Financial Results

    HOUSTON, March 24, 2025 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (NASDAQ:LUNR, "Intuitive Machines, " or the "Company")), a leading space technology, infrastructure, and services company, today announced its financial results for the fourth quarter and full-year ended December 31, 2024. Intuitive Machines CEO Steve Altemus said, "Just two years ago, we became a public company with a bold vision for the future. Over the past year, we've deliberately positioned ourselves for long-term success by expanding our technical capabilities, opening new revenue streams, and fortifying our financial position. Today, we stand stronger than ever— financially secure, debt-free, and ready to

    $LUNR
    Industrial Machinery/Components
    Industrials

  • Intuitive Machines Announces Date for Fourth Quarter and Full-Year 2024 Financial Results Conference Call

    HOUSTON, March 17, 2025 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (NASDAQ:LUNR) ("Intuitive Machines") ("Company") announced today that it will release its financial results for the fourth quarter and full-year of 2024 on Monday, March 24, 2025, before the market opens. Following the news release, the Company will host a conference call the same day at 8:30 am ET to discuss the results. To participate in the call, please register here. Once registered, participants can dial in from their phone using a dial-in and PIN number that will be provided to them. A webcast replay will be available on the investors portion of the Intuitive Machines website at https://investors.intuitivemachines

    $LUNR
    Industrial Machinery/Components
    Industrials

  • Intuitive Machines Reports Third Quarter 2024 Results

    HOUSTON, Nov. 14, 2024 (GLOBE NEWSWIRE) -- Intuitive Machines, Inc. (NASDAQ:LUNR, "Intuitive Machines, " or the "Company")), a leading space exploration, infrastructure, and services company, today announced its financial results for the third quarter ended September 30, 2024. Intuitive Machines CEO Steve Altemus said, "Intuitive Machines had a very strong third quarter highlighted by key wins, revenue growth, and the largest cash balance in Company history. Throughout the quarter, we continued to focus on our three core service pillars: delivery, data transmission, and infrastructure as services. These pillars provide foundational capabilities that enable the missions and goals of commer

    $LUNR
    Industrial Machinery/Components
    Industrials

$LUNR
 Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more