SEC Form SCHEDULE 13G filed by Intuitive Machines Inc.
$LUNR
Industrial Machinery/Components
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Intuitive Machines, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
46125A100 (CUSIP Number) |
01/13/2026 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 46125A100 |
| 1 | Names of Reporting Persons
Advent International, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,991,028.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class is calculated based on 119,319,784 shares of Common Stock outstanding as of November 10, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 13, 2025, as such amount is increased by the 24,311,183 shares of Common Stock issued in connection with the closing of the Purchase Agreement (as defined herein).
SCHEDULE 13G
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| CUSIP No. | 46125A100 |
| 1 | Names of Reporting Persons
Advent International GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,991,028.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percent of class is calculated based on 119,319,784 shares of Common Stock outstanding as of November 10, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 13, 2025, as such amount is increased by the 24,311,183 shares of Common Stock issued in connection with the closing of the Purchase Agreement.
SCHEDULE 13G
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| CUSIP No. | 46125A100 |
| 1 | Names of Reporting Persons
Galileo TopCo, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,991,028.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent of class is calculated based on 119,319,784 shares of Common Stock outstanding as of November 10, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 13, 2025, as such amount is increased by the 24,311,183 shares of Common Stock issued in connection with the closing of the Purchase Agreement.
SCHEDULE 13G
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| CUSIP No. | 46125A100 |
| 1 | Names of Reporting Persons
Vantor Holdings Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,991,028.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent of class is calculated based on 119,319,784 shares of Common Stock outstanding as of November 10, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 13, 2025, as such amount is increased by the 24,311,183 shares of Common Stock issued in connection with the closing of the Purchase Agreement.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Intuitive Machines, Inc. | |
| (b) | Address of issuer's principal executive offices:
13467 Columbia Shuttle Street, Houston, Texas, 77059 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Advent International, L.P. (f/k/a Advent International Corporation) a Delaware limited partnership ("Advent LP")
(ii) Advent International GP, LLC, a Delaware limited liability company ("Advent GP LLC," and together with Advent LP, the "Advent Entities")
(iii) Galileo TopCo, Inc., a Delaware corporation ("Galileo")
(iv) Vantor Holdings Inc., a Delaware corporation ("Vantor") | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Advent Entities is c/o Advent International, L.P., Prudential Tower, 800 Boylston Street, Suite 3300, Boston, MA 02199-8069.
The principal business address of Galileo and Vantor is 1300 W. 120th Ave., Westminster, CO 80234. | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
46125A100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
The reported securities are directly held by Vantor, which represents approximately 16% of the outstanding Common Stock based on 119,319,784 shares of Common Stock outstanding as of November 10, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 13, 2025, as such amount is increased by the 24,311,183 shares of Common Stock issued in connection with closing of a Membership Interest Purchase Agreement (the "Purchase Agreement") by and among the Issuer, Intuitive Machines, LLC, a Delaware limited liability company and subsidiary of the Issuer, Vantor, Galileo, and Lanteris Space Holdings LLC, a Delaware limited liability company.
Vantor is indirectly owned 100% by Galileo. The Advent Entities indirectly hold 78% of the equity in Galileo and Vantor and as such, control and beneficially own the reported securities directly held by Vantor. Accordingly, the Advent Entities, and Advent GP LLC as the general partner of Advent LP, may be deemed to have voting and dispositive power over the reported securities directly held by Vantor.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this statement, and such beneficial ownership is expressly disclaimed by the Reporting Persons. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| SIGNATURE | |
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.
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Comments accompanying signature: Advent International, L.P., By: Advent International GP, LLC, its General Partner.
Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated as of January 20, 2026, by and among the Reporting Persons. |