0001844452-24-000070 | 10-Q | XBRL Viewer

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Revenue - Narrative (Details) - USD ($)	3 Months Ended
Revenue - Narrative (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Amortization of deferred contract costs	$ 4,700,000	$ 9,900,000
Contract with customer, liability, revenue recognized	7,200,000	15,800,000
Net losses related to contracts	(8,200,000)	6,700,000
Contract loss provision, current	7,760,000		$ 9,567,000
Contract loss provision, long-term	3,610,000		0
Revenue, remaining performance obligation, amount	$ 65,800,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 \| Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, percentage	50.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 \| Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, percentage	55.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 \| Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, percentage	40.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 \| Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, percentage	45.00%
Commercial Lunar Payload Services, Contract One
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with customer, liability, revenue recognized	$ 11,600,000
Loss on contracts		5,400,000
Gain on contract	(6,700,000)
Contracts, variable consideration, maximum			12,300,000
Contract loss provision, current			10,000
Commercial Lunar Payload Services, Contract Two
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Loss on contracts	1,100,000	$ 200,000
Contracts, variable consideration, constrained amount	0
Contracts, variable consideration, maximum	$ 9,400,000
Long-term contract, percent complete	59.00%	40.00%
Contract loss provision, current	$ 5,300,000		7,400,000
Contract loss provision, long-term	3,600,000		0
Commercial Lunar Payload Services, Contract Three
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Loss on contracts		$ 900,000
Gain on contract	(1,900,000)
Contracts, variable consideration, constrained amount	0
Contracts, variable consideration, maximum	$ 13,000,000
Long-term contract, percent complete	85.00%
Contract loss provision, current	$ 2,500,000		$ 2,100,000

Fair Value Measurements - Change in Fair Value of Earn-out Liabilities and SAFE Agreements (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Earn-out liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2023	$ 14,032
Additions	0
Change in fair value	22,597
Converted to equity	0
Balance, March 31, 2024	36,629
Warrant liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2023	11,294
Additions	32,089
Change in fair value	23,964
Converted to equity	(29,035)
Balance, March 31, 2024	38,312
Warrant liabilities \| Series A Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2023	8,612
Additions	20,827
Change in fair value	12,823
Converted to equity	(20,471)
Balance, March 31, 2024	21,791
Warrant liabilities \| Series B Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, December 31, 2023	2,682
Additions	11,262
Change in fair value	11,141
Converted to equity	(8,564)
Balance, March 31, 2024	$ 16,521

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping

The following tables summarize the fair value of assets and liabilities that are recorded in the Company’s condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023 at fair value on a recurring basis.


	March 31, 2024
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
Earn-out liabilities	Recurring	$	36,629	$	—	$	—	$	36,629

Warrant liabilities - Series A	Recurring	21,792		—		—		21,792
Warrant liabilities - Series B	Recurring	16,520		—		—		16,520
Warrant liabilities		38,312		—		—		38,312

Total liabilities measured at fair value		$	74,941	$	—	$	—	$	74,941


	December 31, 2023
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
Earn-out liabilities	Recurring	$	14,032	$	—	$	—	$	14,032

Warrant liabilities - Series A	Recurring	8,612		—		—		8,612
Warrant liabilities - Series B	Recurring	2,682		—		—		2,682
Warrant liabilities		11,294		—		—		11,294

Total liabilities measured at fair value		$	25,326	$	—	$	—	$	25,326

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table provides a roll-forward of the Company’s Level 3 liabilities (in thousands):


	Earn-out liabilities		Warrant liabilities - Series A		Warrant liabilities - Series B		Total Warrant liabilities
Balance, December 31, 2023	$	14,032	$	8,612	$	2,682	$	11,294
Additions	—		20,827		11,262		32,089
Change in fair value	22,597		12,823		11,141		23,964
Converted to equity	—		(20,471)		(8,564)		(29,035)
Balance, March 31, 2024	$	36,629	21,791		16,521		38,312

Share-Based Compensation - Restricted And Performance Stock Unit Activity (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Restricted Stock Units (RSUs) & Performance Stock Units (PSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning balance (in shares)	1,826,946
Granted (in shares)	3,143,607
Vested (in shares)	(137,500)
Forfeited (in shares)	(416,597)
Ending balance (in shares)	4,416,456
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share) \| $ / shares	$ 7.00
Granted (in dollars per share) \| $ / shares	3.50
Vested (in dollars per share) \| $ / shares	7.56
Forfeited (in dollars per share) \| $ / shares	7.56
Ending balance (in dollars per share) \| $ / shares	$ 4.44
Performance Stock Units (PSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Maximum number of shares achievable (in shares)	919,007

Mezzanine Equity and Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Stock by Class

The table below reflects share information about the Company’s capital stock as of March 31, 2024.


	Par Value		Authorized	Issued	Treasury Stock	Outstanding
Class A Common Stock	$	0.0001	500,000,000	52,496,932	(1,250,000)	51,246,932
Class B Common Stock	$	0.0001	100,000,000	—	—	—
Class C Common Stock	$	0.0001	100,000,000	70,909,012	—	70,909,012
Series A Preferred Stock	$	0.0001	25,000,000	5,000	—	5,000
Total shares			725,000,000	123,410,944	(1,250,000)	122,160,944

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Business Description	3 Months Ended
Business Description	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description	NOTE 1 - BUSINESS DESCRIPTION Intuitive Machines, Inc. (formerly known as Inflection Point Acquisition Corp. or “IPAX”), collectively with its subsidiaries (the “Company,” “IM,” “Intuitive Machines,” “we,” “us” or “our”) designs, manufactures and operates space products and services. Intuitive Machines’ near-term focus is to create and operate space systems and space infrastructure on and in the vicinity of the Moon that enable scientific and human exploration and utilization of lunar resources to support sustainable human presence on the Moon and exploration to Mars and beyond. Intuitive Machines offers its customers the flexibility needed to pioneer a thriving and diverse lunar economy designed to enable a permanent presence in lunar orbit and on the lunar surface. IM is currently headquartered in Houston, Texas. Intuitive Machines, Inc. was a blank check company originally incorporated on January 27, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On September 24, 2021, IPAX consummated an initial public offering, after which its securities began trading on the Nasdaq Stock Market LLC (“Nasdaq”). IPAX Business Combination On September 16, 2022, IPAX entered into a certain Business Combination Agreement (the “Business Combination Agreement”) by and between IPAX and Intuitive Machines, LLC, a Delaware limited liability company (formerly, a Texas limited liability company). On February 10, 2023, IPAX filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which IPAX was domesticated and continues as a Delaware corporation, changing its name to “Intuitive Machines, Inc.” On February 13, 2023 (the “Closing Date”), Intuitive Machines, Inc. and Intuitive Machines, LLC consummated the previously announced business combination (the “Business Combination”) and related transactions (the “Transactions”) contemplated by the Business Combination Agreement. As a result of the Transactions, all of the issued and outstanding common units of Intuitive Machines, LLC were converted into common stock of Intuitive Machines, Inc. using an exchange ratio of 0.5562 shares of Intuitive Machines, Inc. common stock per each unit of Intuitive Machines, LLC Common Unit. In addition, Intuitive Machines, LLC’s share-based compensation plan and related share-based compensation awards were exchanged or converted, as applicable, into common stock of Intuitive Machines, Inc. In connection with the Transactions, the Company was reorganized into an Up-C structure, in which substantially all of the assets and business of the Company are held by Intuitive Machines, LLC and continue to operate through Intuitive Machines, LLC and its subsidiaries. Intuitive Machines, Inc. is a holding company whose only material asset is its equity ownership interests of Intuitive Machines, LLC. While Intuitive Machines, LLC became a subsidiary of Intuitive Machines, Inc. and Intuitive Machines, Inc. was appointed as its managing member, Intuitive Machines, LLC was deemed to be the acquirer in the Business Combination for accounting purposes. Accordingly, the Business Combination was accounted for as a reverse recapitalization, in which case the condensed consolidated financial statements of the Company represent a continuation of the Intuitive Machines, LLC and the issuance of common stock in exchange for the net assets of Intuitive Machines, Inc. was recorded at historical cost with no recognition of goodwill or other intangible assets. Operations prior to the Business Combination are those of Intuitive Machines, LLC. In addition, the number of shares subject to, and the exercise price of, the Company’s outstanding options were adjusted to reflect the Business Combination. The treatment of the Business Combination as a reverse recapitalization was based upon the pre-merger members of Intuitive Machines, LLC holding the majority of the voting interests of Intuitive Machines, Inc., Intuitive Machines, LLC’s existing management team serving as the initial management team of Intuitive Machines, Inc., Intuitive Machines, LLC’s appointment of the majority of the initial board of directors of Intuitive Machines, Inc., and the significance of Intuitive Machines, LLC’s operations prior to the Business Combination which represent the entirety of Company’s operations. In connection with the Business Combination, approximately $34.1 million of cash held in trust, net of redemptions by IPAX’s public shareholders, became available for use by the Company as well as proceeds received from the contemporaneous sale of preferred stock in connection with the closing of a PIPE investment. In addition, the Company entered into a common stock purchase agreement, dated September 16, 2022 (the “Cantor Purchase Agreement”) relating to an equity facility under which shares of newly issued Intuitive Machines Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) may be sold to CF Principal Investments LLC (“CFPI”), at the Company’s discretion, up to the lesser of (i.) $50.0 million and (ii) the “exchange cap” specified therein, subject to certain customary conditions and limitations set for in the Cantor Purchase Agreement. Beginning on February 14, 2023, the Company’s Class A Common Stock and warrants to purchase the Class A Common Stock at an exercise price of $11.50 per share (the “Public Warrants”) began trading on Nasdaq under the symbols “LUNR” and “LUNRW,” respectively.

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation	$ 414	$ 296
Property and equipment, net	19,523		$ 18,349
Construction in progress
Property, Plant and Equipment [Line Items]
Interest costs capitalized	213	$ 173
Asset Pledged as Collateral
Property, Plant and Equipment [Line Items]
Property and equipment, net	19,500		$ 18,300
Fabrication of Commercial Communications Satellite
Property, Plant and Equipment [Line Items]
Construction in progress	$ 14,700

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company’s unaudited condensed consolidated financial statements and related notes have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim reporting and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. Our condensed consolidated financial statements include the accounts of Intuitive Machines, the accounts of Intuitive Aviation Inc. (“IA” or “Intuitive Aviation”), a wholly owned subsidiary, Space Network Solutions, LLC (“SNS” or “Space Network Solutions”) a majority-owned subsidiary, and IX, LLC, a variable interest entity (“VIE”) for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 contained in our Annual Report on Form 10-K, filed with the SEC on March 25, 2024. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Management’s opinion is that all adjustments for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments have been appropriately disclosed.

Emerging Growth Company

The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company did not opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates.

The Company bases its estimates and assumptions on historical experience, other factors, including the current economic environment, and various other judgments that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future reporting periods.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. All of the Company’s assets are maintained in the United States. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties.

The majority of the Company’s cash and cash equivalents are held at major financial institutions. Certain account balances exceed the Federal Deposit Insurance Corporation insurance limits of $250,000 per account. The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents.

The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of its business. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for expected credit losses against amounts to reduce the net recognized receivable to the amount it reasonably believes will be collected and revenue recognition is deferred until the amount is collected and the contract is completed. For all other customers, the Company records allowances for credit losses based on the specific analysis of the customer’s ability to pay on an as needed basis.

Major customers are defined as those individually comprising more than 10% of the Company’s total revenue. There was one major customer that accounted for 93% and 74%, respectively, of the Company’s total revenue for the three months ended March 31, 2024 and 2023, respectively. The largest customer’s accounts receivable balance was 84% and 80% as of March 31, 2024 and December 31, 2023, respectively.

Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the three months ended March 31, 2024 the Company had one major supplier representing 38% of goods and services purchased. For the three months ended March 31, 2023, the Company had two major suppliers representing 63% and 11% of goods and services purchased. As of March 31, 2024 and December 31, 2023, the one major supplier represented 45% and 2%, respectively, of the accounts payable balance.

Liquidity and Capital Resources

The unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, and related notes were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business.

As of March 31, 2024, the Company had cash and cash equivalents of $55.2 million and working capital of $10.9 million. The Company has historically funded its operations through internally generated cash on hand, proceeds from sales of its capital stock including the execution of SAFE Agreements, proceeds from warrant exercises, and proceeds from the issuance of bank debt. In the first quarter of 2024, the Company received approximately $60.6 million in gross proceeds from warrant exercises and other equity transactions, as further described in Notes 7 and 8.

In connection with the Business Combination as discussed in Notes 1 and 7, the Company entered into the Cantor Purchase Agreement, pursuant to which the Company may direct CFPI, at the Company’s discretion, to purchase up to the lesser of (i) $50.0 million of newly issued shares of Class A Common Stock and (ii) the “exchange cap” specified therein, subject to certain customary conditions and limitations set forth in the agreement. Additionally, in April 2024, the Company and Cantor entered into a Controlled Equity Offering Sales Agreement with Cantor acting as the Company’s exclusive sales agent for the sale of newly issued shares of Class A Common Stock for aggregate proceeds up to $100.0 million.

Management believes that the cash and cash equivalents as of March 31, 2024, and the additional liquidity available with the Cantor Purchase Agreement and Controlled Equity Offering Sales Agreement discussed in Note 7, will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.

Transaction Costs

Business Combination

Transaction costs consist of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and related transactions as described further in Note 1. These costs were initially capitalized as incurred and recorded as prepaid expenses in our condensed consolidated balance sheets and totaled $5.3 million as of December 31, 2022. Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were netted against the proceeds from the merger and recorded as an offset in additional paid-in capital upon consummation of the transactions. Total transaction costs charged to additional paid in capital were approximately $24.4 million during the three months ended March 31, 2023. During the first quarter of 2023, approximately $782 thousand in transaction costs were paid by Intuitive Machines, LLC and $8.1 million in transaction costs were accrued in accounts payable in our condensed consolidated balance sheets. The remaining difference was paid by Intuitive Machines, LLC in 2022 or by IPAX prior to the closing of the Business Combination.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For public business entities, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continue to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company is assessing the potential impact of adopting the ASU on its financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. It requires a public entity to disclose the title and position of the Chief Operating Decision Maker. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is assessing the potential impact of adopting the ASU on its financial statements.

Other Current Liabilities

As of March 31, 2024 and December 31, 2023, other current liabilities consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
Payroll accruals	5,687		2,553
Income tax payable	20		20
Professional fees accruals	715		832
Commercial insurance financing	1,007		493
Commitment shares liability (see Note 7)	755		755
Other accrued liabilities	678		94
Other current liabilities	$	8,862	$	4,747

Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table provides information about disaggregated revenue for the three months ended March 31, 2024 and 2023 (in thousands):


	Three Months Ended March 31,
		2024	2023
Revenue by Contract Type
Cost reimbursable			$	42,040	58	%	$	—	—	%
Fixed price			29,208		40	%	16,595		91	%
Time and materials			1,820		2	%	1,641		9	%
Total			$	73,068	100	%	$	18,236	100	%

Contract with Customer, Contract Asset, Contract Liability, and Receivable

The following table presents contract assets as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Contract Assets
Unbilled receivables	$	13,289	$	6,146
Deferred contract costs	6,557		343
Total	$	19,846	$	6,489

The following table presents contract liabilities as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023

Contract liabilities – current
Deferred revenue	$	19,184	$	22,926
Contract loss provision	7,760		9,567
Accrued launch costs	1,785		13,018
Total contract liabilities – current	28,729		45,511
Contract liabilities – long-term

Contract loss provision	3,610		—
Total contract liabilities – long-term	3,610		—
Total contract liabilities	$	32,339	$	45,511

Share-Based Compensation - Weighted-Average Grant Date Fair Value of Unit Options (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share)	$ 1.80
Granted (in dollars per share)	0
Vested (in dollars per share)	0.54
Forfeited (in dollars per share)	5.50
Ending balance (in dollars per share)	$ 1.89

Share-Based Compensation - Unit Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (in shares)	1,325,354
Granted (in shares)	0
Class A common stock issued for stock options exercised (in shares)	(167,985)
Forfeited (in shares)	(11,124)
Ending balance (in shares)	1,146,245	1,325,354
Exercisable (in shares)	402,868
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Beginning balance (in dollars per share)	$ 3.15
Granted (in dollars per share)	0
Exercised (in dollars per share)	1.80
Forfeited (in dollars per share)	8.63
Ending balance (in dollars per share)	3.30	$ 3.15
Exercisable (in dollars per share)	$ 2.65
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, term (in years)	7 years 5 months 15 days	7 years 7 months 9 days
Exercisable, term (in years)	7 years 4 months 6 days
Outstanding, intrinsic value	$ 3,986,920
Exercisable, intrinsic value	$ 1,570,005

Label	Element	Value
Conversion Of SAFE Agreements, Value	lunr_ConversionOfSAFEAgreementsValue	$ (20,667,000)
Treasury Stock, Value, Acquired, Cost Method	us-gaap_TreasuryStockValueAcquiredCostMethod	12,825,000
Warrants Issued During Period, Value, New Issues	lunr_WarrantsIssuedDuringPeriodValueNewIssues	173,000
Recapitalization, Value	lunr_RecapitalizationValue	47,445,000
Stock Issued During Period, Value, Warrants Exercised	lunr_StockIssuedDuringPeriodValueWarrantsExercised	2,509,000
Noncontrolling Interest, Increase From Establishment	lunr_NoncontrollingInterestIncreaseFromEstablishment	85,865,000
Noncontrolling Interest, Remeasurement	lunr_NoncontrollingInterestRemeasurement	0
Adjustments To Additional Paid In Capital, Establishment Of Earn-Out Liabilities	lunr_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfEarnOutLiabilities	99,659,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	101,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	106,000
Dividends, Preferred Stock	us-gaap_DividendsPreferredStock	328,000
Retained Earnings [Member]
Noncontrolling Interest, Remeasurement	lunr_NoncontrollingInterestRemeasurement	782,813,000
Net Income (Loss)	us-gaap_NetIncomeLoss	(5,751,000)
Net Income (Loss)	us-gaap_NetIncomeLoss	(9,360,000)
Additional Paid-in Capital [Member]
Conversion Of SAFE Agreements, Value	lunr_ConversionOfSAFEAgreementsValue	(20,667,000)
Warrants Issued During Period, Value, New Issues	lunr_WarrantsIssuedDuringPeriodValueNewIssues	173,000
Recapitalization, Value	lunr_RecapitalizationValue	47,438,000
Stock Issued During Period, Value, Warrants Exercised	lunr_StockIssuedDuringPeriodValueWarrantsExercised	2,509,000
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs	us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts	24,445,000
Noncontrolling Interest, Increase From Establishment	lunr_NoncontrollingInterestIncreaseFromEstablishment	85,865,000
Noncontrolling Interest, Remeasurement	lunr_NoncontrollingInterestRemeasurement	47,416,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	22,000
Adjustments To Additional Paid In Capital, Establishment Of Earn-Out Liabilities	lunr_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfEarnOutLiabilities	99,659,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	101,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	106,000
Dividends, Preferred Stock	us-gaap_DividendsPreferredStock	328,000
Treasury Stock, Common [Member]
Treasury Stock, Value, Acquired, Cost Method	us-gaap_TreasuryStockValueAcquiredCostMethod	$ 12,825,000
Common Class B [Member] \| Common Stock [Member]
Recapitalization, Shares	lunr_RecapitalizationShares	10,566
Members Units [Member]
Recapitalization, Shares	lunr_RecapitalizationShares	122,527,000
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	21,500
Recapitalization, Value	lunr_RecapitalizationValue	$ (1,000)
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 22,000
Common Class A [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, Warrants Exercised	lunr_StockIssuedDuringPeriodSharesWarrantsExercised	218,205
Recapitalization, Shares	lunr_RecapitalizationShares	13,736,932
Recapitalization, Value	lunr_RecapitalizationValue	$ 2,000
Conversion Of SAFE Agreements, Shares Issued	lunr_ConversionOfSAFEAgreementsSharesIssued	2,066,667
Common Class C [Member] \| Common Stock [Member]
Recapitalization, Shares	lunr_RecapitalizationShares	68,140,188
Recapitalization, Value	lunr_RecapitalizationValue	$ 6,000

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 6 - INCOME TAXES The Company is a corporation and thus is subject to United States (“U.S.”) federal, state and local income taxes. Intuitive Machines, LLC is a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the Intuitive Machines, LLC unitholders, including the Company, are liable for U.S. federal income tax on their respective shares of Intuitive Machines, LLC’s taxable income. Intuitive Machines, LLC is liable for income taxes in those states which tax entities classified as partnerships for U.S. federal income tax purposes. For the three months ended March 31, 2024 and 2023, we recognized a combined U.S. federal and state expense for income taxes of zero and $3.2 million, respectively. The effective combined U.S. federal and state income tax rates were zero and (15.9%) for the three months ended March 31, 2024 and 2023, respectively. For three months ended March 31, 2024, our effective tax rate differed from the statutory rate of 21% primarily due to deferred taxes for which no benefit is being recorded and losses attributable to noncontrolling interest unitholders that are taxable on their respective share of taxable income. For the three months ended March 31, 2023, our effective tax rate differed from the statutory rate primarily due to Intuitive Machines, LLC's status as a partnership for U.S. federal income tax purposes. In conjunction with the consummation of the Transactions, Intuitive Machines, Inc. entered into the TRA with Intuitive Machines, LLC and the TRA Holders. Pursuant to the TRA, Intuitive Machines, Inc. is required to pay the TRA Holders 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local income tax that are based on, or measured with respect to, net income or profits, and any interest related thereto that Intuitive Machines, Inc. realizes, or is deemed to realize, as a result of certain Tax Attributes, including (A) existing tax basis of certain assets of Intuitive Machines, LLC and its subsidiaries, (B) tax basis adjustments resulting from taxable exchanges of Intuitive Machines, LLC Common Units acquired by Intuitive Machines, Inc. (C) certain tax benefits realized by Intuitive Machines, Inc. as a result of the Business Combination, and (D) tax deduction in respect of portions of certain payments made under the TRA. All such payments to the TRA Holders are the obligations of the Intuitive Machines, Inc. and not that of Intuitive Machines, LLC. As of March 31, 2024, there have been no exchanges of Intuitive Machines, LLC units for Class A Common Stock and, accordingly, no deferred tax assets subject to the TRA or TRA liabilities currently exist.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Jan. 28, 2024	Jan. 10, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 05, 2023	Feb. 14, 2023	Jul. 14, 2022	Dec. 12, 2019
Debt Instrument [Line Items]
Short-term debt interest rate			10.62%	10.20%
Proceeds from guarantor	$ 10,000
Series A Warrants
Debt Instrument [Line Items]
Warrant, exercise price (in dollars per share)		$ 2.75			$ 4.75
Series B Warrants
Debt Instrument [Line Items]
Number of securities called by each warrant or right (in shares)					4,705,883
Warrant, exercise price (in dollars per share)		$ 2.50			$ 4.75
Class A Common Stock
Debt Instrument [Line Items]
Shares issued for services during period (in shares)	3,487,278
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001		$ 0.0001
Class C Common Stock
Debt Instrument [Line Items]
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Live Oak Loan Agreement \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity								$ 12,000
Live Oak Second Amended and Restated Loan Agreement \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Long-term debt			$ 8,000	$ 8,000
Live Oak Second Amended and Restated Loan Agreement \| Line of Credit \| Minimum \| Secured Debt
Debt Instrument [Line Items]
Basis spread on variable rate			2.00%
Debt instrument, interest rate			5.00%
Live Oak Second Amended and Restated Loan Agreement, Facility Two \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity							$ 8,000
Pershing LLC Loan Agreement
Debt Instrument [Line Items]
Debt instrument, credit support fee		$ 148
Pershing LLC Loan Agreement \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 10,000
Basis spread on variable rate		0.90%
Debt instrument, variable rate, floor		5.50%

Net Loss Per Share - Antidilutive Shares Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Restricted Stock Units (RSUs) & Performance Stock Units (PSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	4,416,456	0
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,146,245	1,835,335
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,861,752	2,193,973
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	30,773,520	23,655,962
Earn Out Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	7,500,000	10,000,000

Variable Interest Entities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Variable Interest Entity [Line Items]
Total assets	$ 170,771	$ 85,908
Total liabilities	214,708	139,327
SNS
Variable Interest Entity [Line Items]
Total assets	35,600	13,700
Total liabilities	$ 32,300	$ 12,000
IX LLC JV
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	51.00%
SNS
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	90.00%
Variable interest entity, profits interest, percent	47.00%
X-energy \| IX LLC JV
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	49.00%
IX LLC JV
Variable Interest Entity [Line Items]
Total assets	$ 0
Total liabilities	$ 0
LLC & KBR
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage	10.00%
KBR, Inc.
Variable Interest Entity [Line Items]
Variable interest entity, profits interest, percent	53.00%

Mezzanine Equity and Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended		3 Months Ended
	Jan. 28, 2024	Sep. 05, 2023	Sep. 16, 2022	Feb. 29, 2024	Jun. 30, 2023	Mar. 31, 2024	Jun. 30, 2023	Mar. 27, 2024	Jan. 10, 2024	Dec. 31, 2023	Sep. 04, 2023	Feb. 13, 2023
Class of Stock [Line Items]
Sale of stock, consideration received on transaction		$ 20,000
Sale of stock, transaction costs						$ 1,400
Proceeds from guarantor	$ 10,000
Period after commencement date			18 months
Stock purchase agreement, amount authorized												$ 50,000
Recapitalization adjustment							$ 1,000
Stock purchase agreement, resale of commitment shares, less than					$ 1,000
Stock purchase agreement, shares sold by counterparty (in shares)						0
Commitment shares liability (see Note 7)						$ 755				$ 755
Conversion of Series A preferred stock (Note 7)						$ 23,120
Common stock, conversion ratio (in shares)						1
Intuitive Machines, LLC \| Intuitive Machines, LLC Prior Investors
Class of Stock [Line Items]
Noncontrolling interest, ownership percentage by noncontrolling owners						58.00%
Commitment Shares
Class of Stock [Line Items]
Stock purchase agreement, shares, issued (in shares)					95,785		95,785
ATM Program
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)						0
Sale of stock, authorized amount								$ 100,000
Agent commission rate of sales price per share sold								3.00%
Series A Warrants
Class of Stock [Line Items]
Warrant, exercise price (in dollars per share)		$ 4.75							$ 2.75
Series A Warrants \| Warrants
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		4,705,883
Series B Warrants
Class of Stock [Line Items]
Warrant, exercise price (in dollars per share)		$ 4.75							2.50
Series B Warrants \| Warrants
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		4,705,883
Class A Common Stock
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		4,705,883
Shares issued for services during period (in shares)	3,487,278
Shares issued from conversion of convertible securities during period (in shares)				7,738,743
Conversion of Series A preferred stock (Note 7)				$ 23,100
Class A Common Stock \| Commitment Shares
Class of Stock [Line Items]
Stock purchase agreement, shares, issued (in shares)						0
Class A Common Stock \| Cantor Stock Purchase Agreement
Class of Stock [Line Items]
Stock purchase agreement, amount authorized			$ 50,000
Class A Common Stock \| Cantor Stock Purchase Agreement \| Commitment Shares
Class of Stock [Line Items]
Purchase agreement, shares authorized (in shares)			100,000
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, convertible, conversion price (in dollars per share)		$ 5.10							$ 3.00		$ 12.00
Subsidiary, ownership shares, noncontrolling owner				21,000

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents the computation of the basic and diluted income per share of Class A Common Stock (in thousands, except share data):


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Numerator
Net loss (post Business Combination)	$	(120,656)	$	(17,696)
Less: Net loss attributable to redeemable noncontrolling interest	(23,291)		(8,336)
Less: Net income attributable to noncontrolling interest	972		—
Net loss attributable to the Company	$	(98,337)	$	(9,360)
Less: Cumulative preferred dividends	(471)		(328)
Net loss attributable to Class A common shareholders	$	(98,808)	$	(9,688)
Denominator
Basic weighted-average shares of Class A common stock outstanding	36,612,270		15,224,378





Net loss per share of Class A common stock - basic and diluted	$	(2.70)	$	(0.64)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table presents potentially dilutive securities, as of the end of the period, excluded from the computation of diluted net loss per share of Class A Common Stock as their effect would be anti-dilutive or because of unsatisfied contingent issuance conditions.


	Three Months Ended March 31, 2024	Three Months Ended March 31, 2023
RSUs and PSUs(1)	4,416,456	—
Options(1)	1,146,245	1,835,335
Series A Preferred Stock(2)	1,861,752	2,193,973
Warrants(1)	30,773,520	23,655,962
Earn Out Units(3)	7,500,000	10,000,000

(1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive.

(2) Represents number of instruments outstanding as converted at the end of the period that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-diultive.

(3) Represents number of Earn Out Units outstanding at the end of the period that were excluded due to unsatisfied contingent issuance conditions.

Mezzanine Equity and Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Mezzanine Equity and Equity

NOTE 7 - MEZZANINE EQUITY AND EQUITY

Private Placement Transaction

On September 5, 2023, the Company consummated a securities purchase agreement (the “Purchase Agreement”) with Armistice Capital Master Fund Ltd (the “Purchaser”) pursuant to which the Company agreed to sell securities to the Purchaser in a private placement (the “Private Placement”). The Purchase Agreement provided for the sale and issuance by the Company of (i) an aggregate of 4,705,883 shares of the Company’s Class A Common Stock (the “PIPE Shares”) and (ii) an accompanying (a) warrant to purchase up to 4,705,883 shares of Class A Common Stock (the “Initial Series A Warrant”) at an exercise price of $4.75 per share and (b) warrant to purchase up to 4,705,883 shares of Class A Common Stock (the “Initial Series B Warrant”) at an exercise price of $4.75 per share, for aggregate gross proceeds of $20.0 million, before deducting related transaction costs of $1.4 million. The Initial Series A Warrant and the Initial Series B Warrant are immediately exercisable and will expire on March 5, 2029 and March 5, 2025, respectively.

See Note 8 for additional information on the Initial Series A and the Initial Series B Warrants.

Bridge Loan Conversion

On January 28, 2024, the Company and the Guarantor entered into a letter agreement (the “Letter Agreement”) pursuant to which, on January 29, 2024 the Guarantor contributed $10.0 million to the Company for purposes of repaying the principal amount owed to the lender under the Bridge Loan in exchange for which the Company issued to the Guarantor 3,487,278 shares of the Company’s Class A Common Stock and Conversion Warrants described further in Note 8. Following the contribution, all amounts due to the Lender in satisfaction of the Bridge Loan were repaid in full.

See Note 8 for further discussion of the Conversion Warrants.

Capital Stock

The table below reflects share information about the Company’s capital stock as of March 31, 2024.


	Par Value		Authorized	Issued	Treasury Stock	Outstanding
Class A Common Stock	$	0.0001	500,000,000	52,496,932	(1,250,000)	51,246,932
Class B Common Stock	$	0.0001	100,000,000	—	—	—
Class C Common Stock	$	0.0001	100,000,000	70,909,012	—	70,909,012
Series A Preferred Stock	$	0.0001	25,000,000	5,000	—	5,000
Total shares			725,000,000	123,410,944	(1,250,000)	122,160,944

Equity Facility

On September 16, 2022, the Company entered into the Cantor Purchase Agreement with CFPI relating to an equity facility under which shares of newly issued Class A Common Stock may be sold to CFPI by Intuitive Machines, Inc. Pursuant to the terms of the Cantor Purchase Agreement, Intuitive Machines, Inc. will have the right, but not the obligation, from time to time at its sole discretion, until the first day of the month following the 18-month period from and after the Commencement (as defined in the Cantor Purchase Agreement), to direct CFPI to purchase up to the lesser of (i) $50.0 million of newly issued shares of Class A Common Stock and (ii) the Exchange Cap, by delivering written notice to CFPI prior to the commencement of trading on any trading day, subject to certain customary conditions and limitations set forth in the Cantor Purchase Agreement. In connection with the execution of the Cantor Purchase Agreement, the Company agreed to issue 100,000 shares of Class A Common Stock to CFPI. The Company entered into a registration rights agreement with CFPI, pursuant to which it agreed to register for resale, pursuant to Rule 415 under the Securities Act, the shares of Class A Common Stock that are sold to CFPI under the equity facility and the Commitment Shares. During the second quarter of 2023, we recorded a recapitalization adjustment to increase other current liabilities and decrease to paid-in capital for $1.0 million to recognize the Commitment Share liability within our condensed consolidated balance sheets which was not previously recognized in the balance sheet of IPAX prior to the closing of the Business Combination.

In June 2023, the Company issued 95,785 Commitment Shares to CFPI. Under the terms of the Cantor Purchase Agreement, to the extent after the resale of the Commitment Shares by CFPI is less than $1.0 million, the Company will pay CFPI the difference between $1.0 million and the net proceeds of the resale of the Commitment Shares received by CFPI in cash. As of March 31, 2024, none of the Commitment Shares have been sold by CFPI and the Company has recorded a liability of approximately $755 thousand, reflected in other current liabilities in our condensed consolidated balance sheets as of March 31, 2024, representing the difference between $1.0 million and the fair value of the Commitment Shares.

As of March 31, 2024, no shares of Class A Common Stock have been sold to CFPI under the Cantor Purchase Agreement.

Controlled Equity Offering Sales Agreement

On March 27, 2024, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor” or “agent”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $100.0 million through an “At The Market Offering” program (“the ATM Program) under which Cantor acts as the sales agent. The sales of the shares made under the ATM Program may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The agent sells the Class A Common Stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). Under the ATM Program, the agent is entitled to total compensation at a commission rate of up to 3.0% of the sales price per share sold.

As of March 31, 2024, the Company has sold no shares of Class A Common Stock under the ATM Program.

Series A Preferred Stock (Mezzanine Equity)

As a result of the Private Placement Transaction on September 5, 2023 discussed above and in accordance with the terms of the Certificate of Designation, the Series A Preferred Stock conversion price was reduced from $12.00 per share to $5.10 per share. Additionally, as a result of the Warrant Exercise Agreement on January 10, 2024 in conjunction with the warrant transactions discussed in Note 8, the Series A Preferred Stock conversion price was further reduced from $5.10 per share to $3.00 per share.

In a series of notifications to the Company during February 2024, the registered holder of 21,000 shares of Series A Preferred Stock elected to convert all of its Series A Preferred Stock holdings into Class A Common Stock at a conversion price of $3.00 per share. The Company issued 7,738,743 shares of Class A Common Stock as a result of the conversion and recorded an increase to equity of approximately $23.1 million and a corresponding decrease to Series A Preferred Stock in the condensed consolidated balance sheets.

Redeemable Noncontrolling Interests (Mezzanine Equity)

As of March 31, 2024, the prior investors of Intuitive Machines, LLC own 58.0% of the outstanding common units of Intuitive Machines, LLC. The prior investors of Intuitive Machines, LLC have the right to exchange their common units in Intuitive Machines, LLC (along with the cancellation of the paired shares of Class B Common Stock or Class C Common Stock in Intuitive Machines, Inc.) for shares of Class A Common Stock on a one-to-one basis or cash proceeds for an equivalent amount. The option to redeem Intuitive Machines, LLC’s common units for cash proceeds must be approved by the Board, which as of March 31, 2024, is controlled by the prior investors. The ability to put common units is solely within the control of the holder of the redeemable noncontrolling interests. If the prior investors elect the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock and subject to the Company’s Board approval.

The financial results of Intuitive Machines, LLC and its subsidiaries are consolidated with Intuitive Machines, Inc. with the redeemable noncontrolling interests' share of our net loss separately allocated.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Condensed Consolidated Statements of Shareholders’ Deficit - USD ($) $ in Thousands	Total	Shareholders’ Deficit attributable to the Company	Treasury Stock	Paid-in  Capital	Accumulated  Deficit	NCI	Members Units	Class A Common Stock	Class A Common Stock Common Stock	Class B Common Stock	Class B Common Stock Common Stock	Class C Common Stock	Class C Common Stock Common Stock
Beginning balance, members units (shares) at Dec. 31, 2022							122,505,500
Beginning balance (in shares) at Dec. 31, 2022									0		0		0
Beginning balance, members units at Dec. 31, 2022							$ 1
Beginning balance at Dec. 31, 2022	$ (57,619)		$ 0	$ 14,967	$ (72,587)				$ 0		$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative preferred dividends	(328)
Net loss - pre-business combination	(5,751)
Establishment of redeemable noncontrolling interest	(85,865)
Net income attributable to the Company	(9,360)
Ending balance, members units (shares) at Mar. 31, 2023							0
Ending balance (in shares) at Mar. 31, 2023									16,021,804		10,566		68,140,188
Ending balance, members units at Mar. 31, 2023							$ 0
Ending balance at Mar. 31, 2023	(883,328)		(12,825)	0	(870,511)				$ 2		$ 0		$ 6
Beginning balance, members units (shares) at Dec. 31, 2022							122,505,500
Beginning balance (in shares) at Dec. 31, 2022									0		0		0
Beginning balance, members units at Dec. 31, 2022							$ 1
Beginning balance at Dec. 31, 2022	(57,619)		0	14,967	(72,587)				$ 0		$ 0		$ 0
Ending balance (in shares) at Dec. 31, 2023								20,987,988	22,279,876	0		70,909,012	70,909,012
Ending balance, NCI at Dec. 31, 2023	(263,282)	$ (263,282)	(12,825)	0	(250,466)	$ 0			$ 2				$ 7
Ending balance at Dec. 31, 2023	(263,282)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	3,926	3,926		3,926
Cumulative preferred dividends	(471)	(471)		(471)
Accretion of preferred stock discount	(8)	(8)		(8)
Conversion of Series A preferred stock (Note 7) (in shares)									7,738,743
Conversion of Series A preferred stock (Note 7)	23,120	23,120		23,119					$ 1
Net loss - pre-business combination	0
Issuance of stock (in shares)									3,487,278
Issuance of stock	$ 0
Class A common stock issued for stock options exercised (in shares)	167,985								167,402
Class A common stock issued for stock options exercised	$ 0
Transaction costs	(24,400)
Class A common stock issued for warrants exercised (in shares)									18,823,633
Class A common stock issued for warrants exercised	126,212	126,212		126,210					$ 2
Subsequent remeasurement of redeemable noncontrolling interests	(284,810)	(284,810)		(152,776)	(132,034)
Net income attributable to noncontrolling interest	972					972
Net income attributable to the Company	(98,337)	(98,337)			(98,337)
Ending balance (in shares) at Mar. 31, 2024								51,246,932	52,496,932	0		70,909,012	70,909,012
Ending balance, NCI at Mar. 31, 2024	(492,678)	$ (493,650)	$ (12,825)	$ 0	$ (480,837)	$ 972			$ 5				$ 7
Ending balance at Mar. 31, 2024	$ (493,650)

Related Party Transactions (Details) - USD ($)	3 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Nov. 12, 2020
Related Party Transaction [Line Items]
Revenue	$ 73,068,000	$ 18,236,000
Related Party \| KBR, Inc. \| SNS
Related Party Transaction [Line Items]
Equity ownership percentage	10.00%			10.00%
Related Party \| Kamal Ghaffarian \| Aerodyne Industries
Related Party Transaction [Line Items]
Equity ownership percentage	20.00%
Related Party \| Axiom Space, Inc
Related Party Transaction [Line Items]
Revenue	$ 0	100,000
Accounts receivable	0		$ 0
Related Party \| IBX, LLC
Related Party Transaction [Line Items]
Management fee expense	1,300,000	500,000
Accounts payable	1,600,000		400,000
Related Party \| KBR, Inc.
Related Party Transaction [Line Items]
Revenue	700,000	600,000
Accounts receivable	600,000		500,000
Related Party \| ASES
Related Party Transaction [Line Items]
Revenue	300,000	$ 200,000
Accounts receivable	200,000		100,000
Related Party \| X Energy, LLC
Related Party Transaction [Line Items]
Accounts payable	$ 0		$ 0

Warrants	3 Months Ended
Warrants	Mar. 31, 2024
Equity [Abstract]
Warrants	NOTE 8 - WARRANTS Public and Private Warrants In conjunction with the closing of the Business Combination, on February 13, 2023, the Company assumed a total of 23,332,500 warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $11.50 per share, subject to adjustment. Of the warrants, 16,487,500 Public Warrants were originally issued in the IPAX initial public offering (the “IPO”) and 6,845,000 private warrants (the “Private Warrants”) were originally issued in a private placement in connection with the IPO. The Company evaluated the terms of the warrants and determined they meet the criteria in ASC 815, “Derivatives and Hedging”, to be classified in shareholders’ equity upon issuance. The warrants became exercisable 30 days after the closing of the Business Combination and will expire five years after the closing of the Business Combination. The Private Warrants are identical to the Public Warrants except that the Private Warrants may not, subject to certain limited exceptions, be transferred assigned or sold by the holders until 30 days after the closing of the Business Combination. The Public Warrants and Private Warrants do not entitle the holder to any voting rights, dividends or other rights as a shareholder of the Company prior to exercise. Once the warrants become exercisable, the Company may redeem the outstanding warrants, in whole or in part, at a price of $0.01 per warrant upon a minimum of 30 days prior written notice of redemption and if, and only if, the closing price of the Company’s Class A Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise pursuant to any anti-dilution adjustments) for any 20 days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. The number of Class A Common Stock issuable on exercise of each warrant will be increased in proportion to certain increases in outstanding Class A Common Stock including any share capitalization payable, sub-division of shares or other similar events. During three months ended March 31, 2024, Public Warrants of 101 were exercised resulting in the issuance of an equal number of shares of Class A Common Stock. During the year ended December 31, 2023, Public Warrants of 1,402,106 were exercised resulting in the issuance of an equal number of shares of Class A Common Stock. Series A Preferred Warrants In conjunction with the issuance of Series A Preferred Stock at closing of the Business Combination, the Company issued 541,667 Preferred Investor Warrants to purchase one share of the Company’s Class A Common Stock with an exercise price of $15.00, subject to adjustment. The Company evaluated the terms of the Preferred Investor Warrants and determined they meet the criteria to be classified in shareholders’ equity upon issuance. The Preferred Investor Warrants were immediately exercisable upon issuance and expire five years from the closing of the Business Combination. The Preferred Investor Warrants include customary cash and cashless exercise provisions and may be exercised on a cashless basis if, at any time after the six month anniversary of the Closing Date, there is not an effective registration statement with respect to the Class A Common Stock. The Preferred Investor Warrants have the same terms and conditions as the Public Warrants. The Preferred Investor Warrants do not entitle the holder to any voting rights, dividends or other rights as a shareholder of the Company prior to exercise. As result of the Private Placement Transaction on September 5, 2023 discussed in Note 7 and in accordance with the terms of the Certificate of Designation, the Series A Preferred Warrants exercise price was reduced from $15.00 to $11.50 per share and the aggregate number of shares of Class A Common Stock issuable upon exercise of the Series A Preferred Warrants was proportionally increased to 706,522. As of March 31, 2024, there have been no exercises of the Preferred Investor Warrants. Warrant Exercise Agreement and Warrant Exercises On January 10, 2024, the Company entered into a Warrant Exercise Agreement with the Armistice Capital Master Fund Ltd (the “Purchaser”) to exercise in full a warrant to purchase up to an aggregate 4,705,883 shares of Class A Common Stock (the “Initial Series B Warrant”). In consideration for the immediate and full exercise of the Initial Series B Warrant, the existing investor received (i) a new unregistered Series A Common Stock Purchase Warrant to purchase up to an aggregate of 4,705,883 shares of Class A Common Stock with an exercise price of $2.75 per share and a term of 5.5 years (the “New Series A Warrant”) and (ii) a new unregistered Series B Common Stock Purchase Warrant to purchase up to an aggregate of 4,705,883 shares of Class A Common Stock with an exercise price of $2.75 per share and a term of 18 months (the “New Series B Warrant”), collectively, (the “New Warrants”), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933. In connection with the Warrant Exercise Agreement, the Company also agreed to reduce the exercise price of the Initial Series B Warrant from $4.75 to $2.50 per share and reduced the exercise price of a warrant to purchase up to 4,705,883 shares of Class A Common Stock (the “Initial Series A Warrant”) from $4.75 to $2.75 per share. As a result of the modifications to the 4,705,883 Initial Series A Warrant and the 4,705,883 Initial Series B Warrant, collectively (the “Initial Warrants”), the Company recognized an unfavorable change in fair value of warrant liabilities of $1.2 million in the condensed consolidated statement of operations. Upon the immediate exercise of the 4,705,883 Initial Series B Warrants, the Company issued 4,705,883 shares of Class A Common Stock, received cash proceeds of approximately $11.8 million and recognized a gain on issuance of securities of approximately $1.3 million in the condensed consolidated statements of operations. The New Series A Warrant and New Series B Warrant were immediately exercisable and have a term of 5.5 years and 18 months, respectively. The Company evaluated the terms of the New Warrants and determined they meet the criteria in ASC 815, “Derivatives and Hedging”, to be classified as a derivative liability, initially measured at fair value with changes in fair value recognized in other income (expense) on the condensed consolidated statement of operations. The New Series A Warrant and New Series B Warrant had an initial fair value of $10.8 million and $5.7 million, respectively, which was recorded as a $16.6 million loss on issuance of securities in our condensed consolidated statement of operations. Subsequently, the Purchaser exercised 4,705,883 Initial Series A Warrants, 4,705,883 New Series A Warrants and 4,705,883 New Series B Warrants during the period from February 9, 2024 to February 23, 2024. As a result, the Company issued 14,117,649 shares of Class A Common Stock and received cash proceeds of approximately $38.8 million. The Company recorded a loss on issuance of securities of approximately $47.9 million as a result of these warrant exercises. Conversion Warrants In connection with the Bridge Loan Conversion discussed further in Note 7, the Company agreed to issue to the Guarantor, pursuant to Section 4(a)(2) of the Securities Act of 1933, (i) a new unregistered Series A Common Stock Purchase Warrant to purchase up to an aggregate of 4,150,780 shares of, at the Guarantor’s election, Class A Common Stock (at an exercise price per share equal to $2.57 per share), Class C Common Stock (at an exercise price per share equal to $0.0001 per share), or a combination thereof, and a term of 5 years, (the “Conversion Series A Warrant”) and (ii) a new unregistered Series B Common Stock Purchase Warrant to purchase up to an aggregate of 4,150,780 shares of, at the Guarantor’s election, Class A Common Stock (at an exercise price per share equal to $2.57 per share), Class C Common Stock (at an exercise price per share equal to $0.0001 per share), or a combination thereof, and a term of 18 months (the “Conversion Series B Warrant”), collectively (the “Conversion Warrants”). The Company evaluated the terms of the Conversion Warrants and determined they meet the criteria in ASC 815, “Derivatives and Hedging”, to be classified as a derivative liability, initially measured at fair value with changes in fair value recognized in earnings in other income (expense) on the consolidated statement of operations. The Conversion Series A Warrant and Conversion Series B Warrant had an initial fair value of $10.0 million and $5.5 million, respectively. The gross proceeds of $10.0 million from the Letter Agreement were allocated to the Conversion Warrants resulting in a loss on the transaction of approximately $5.5 million recognized as loss on issuance of securities in our condensed consolidated statement of operations. As of March 31, 2024, the fair value of the Conversion Series A Warrant and Conversion Series B Warrant increased to approximately $21.8 million and $16.5 million, respectively, resulting in a loss of approximately $22.8 million recognized as change in fair value of warrant liabilities in our condensed consolidated statement of operations. As of March 31, 2024, there have been no exercises of the Conversion Warrants.

Summary of Significant Accounting Policies - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Payroll accruals	$ 5,687	$ 2,553
Income tax payable	20	20
Professional fees accruals	715	832
Commercial insurance financing	1,007	493
Commitment shares liability (see Note 7)	755	755
Other accrued liabilities	678	94
Other current liabilities	$ 8,862	$ 4,747

Revenue

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

NOTE 3 - REVENUE

Disaggregated Revenue

We disaggregate our revenue from contracts with customers by contract type. The following table provides information about disaggregated revenue for the three months ended March 31, 2024 and 2023 (in thousands):


	Three Months Ended March 31,
		2024	2023
Revenue by Contract Type
Cost reimbursable			$	42,040	58	%	$	—	—	%
Fixed price			29,208		40	%	16,595		91	%
Time and materials			1,820		2	%	1,641		9	%
Total			$	73,068	100	%	$	18,236	100	%

Contract Assets and Liabilities

Contract assets primarily relate to deferred contract costs for subcontracted launch services, as well as work completed not yet billed for performance obligations that are satisfied over time. Deferred contract costs and unbilled receivables are recorded contract assets on our condensed consolidated balance sheets. Contract assets related to deferred contract costs are amortized straight-line across the life of the long-term service arrangement. Contract assets related to work completed for performance obligations that are satisfied over time are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to billings or consideration received in advance of performance (obligation to transfer goods or services to a customer) under the contract as well as provisions for loss contracts. Contract liabilities are recognized as revenue when the performance obligation has been performed. Current deferred revenue and provisions for loss contracts are recorded in current contract liabilities on our condensed consolidated balance sheets. Long-term deferred revenue and provisions for loss contracts are recorded in long-term contract liabilities on our condensed consolidated balance sheets.

The following table presents contract assets as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Contract Assets
Unbilled receivables	$	13,289	$	6,146
Deferred contract costs	6,557		343
Total	$	19,846	$	6,489

Amortization expense associated with deferred contract costs for subcontracted launch services was recorded in cost of revenue and was $4.7 million and $9.9 million for the three months ended March 31, 2024 and 2023, respectively.

The following table presents contract liabilities as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023

Contract liabilities – current
Deferred revenue	$	19,184	$	22,926
Contract loss provision	7,760		9,567
Accrued launch costs	1,785		13,018
Total contract liabilities – current	28,729		45,511
Contract liabilities – long-term

Contract loss provision	3,610		—
Total contract liabilities – long-term	3,610		—
Total contract liabilities	$	32,339	$	45,511

Revenue recognized from amounts included in contract liabilities at the beginning of the period was $7.2 million and $15.8 million during the three months ended March 31, 2024 and 2023, respectively.

Loss Contracts

Contract losses are a result of constraining variable consideration and estimated contract costs exceeding current contract price. The Company experiences favorable or unfavorable changes to contract losses from time to time due to changes in estimated contract costs and modifications that result in changes to contract price. We recorded (favorable) and unfavorable changes in net losses related to contracts with customers of $(8.2) million and $6.7 million for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, the status of these loss contracts was as follows:

•The first contract, for lunar payload services, became a loss contract in 2019 due to the constraint of variable consideration. The contract was successfully completed in February 2024. As a result of the successful mission, previously constrained variable consideration of $12.3 million as of December 31, 2023 was released and approximately $11.6 million was recognized as revenue during the first quarter of 2024. For the three months ended March 31, 2024, and 2023, changes in estimated contract costs resulted in (favorable) and unfavorable changes of $(6.7) million and $5.4 million contract loss, respectively. As of December 31, 2023, the contract loss provision recorded in contract liabilities, current in our condensed consolidated balance sheets was $10 thousand.

•The second contract, for lunar payload services, became a loss contract in 2021 due to the constraint of variable consideration and estimated contract costs exceeding current contract price. Variable consideration has been constrained to $0 from a total potential amount of $9.4 million. For the three months ended March 31, 2024 and 2023, changes in estimated contract costs resulted in an additional $1.1 million and $0.2 million in contract loss, respectively. As of March 31, 2024, and 2023, this contract was approximately 59% complete and 40% complete, respectively. The period of performance for this contract currently runs through June 2024 although we anticipate that the launch and post-launch services will occur in 2025 as a result of ongoing discussions with the customer and pending modifications to the contract. As of March 31, 2024 and December 31, 2023, the contract loss provision recorded in contract liabilities, current was $5.3 million and $7.4 million, respectively, and $3.6 million and zero, respectively, in contract liabilities, non-current in our condensed consolidated balance sheets.

•The third contract, for lunar payload services, became a loss contract in 2022 due to the constraint of variable consideration and estimated contract costs exceeding current contract price. Variable consideration has been constrained to $0 from a total potential amount of $13.0 million. For the three months ended March 31, 2024 and 2023, changes in estimated contract costs resulted in (favorable) and unfavorable changes of $(1.9) million and $0.9 million contract loss, respectively. As of March 31, 2024 this contract was approximately 85% complete. The period of performance for this contract currently runs through June 2024 although we anticipate that the launch and post-launch services will occur in late 2024 as a result of ongoing discussions with the customer and pending modifications to the contract. As of March 31, 2024 and December 31, 2023, the contract loss provision recorded in contract liabilities, current in our condensed consolidated balance sheets was $2.5 million and $2.1 million, respectively.

•The remaining loss contracts are individually and collectively immaterial.

Remaining Performance Obligations

Remaining performance obligations represent the remaining transaction price of firm orders for which work has not been performed and excludes unexercised contract options. As of March 31, 2024, the aggregate amount of the transaction price allocated to remaining fixed price performance obligations was $65.8 million. The Company expects to recognize revenue on approximately 50-55% of the remaining performance obligations over the next 9 months, 40-45% in 2025 and the remaining thereafter. Remaining performance obligations do not include variable consideration that was determined to be constrained as of March 31, 2024.

For time and materials contracts and cost reimbursable contracts, we have adopted the practical expedient that allows us to recognize revenue based on our right to invoice; therefore, we do not report unfulfilled performance obligations for time and materials agreements.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 22,589	$ 21,226
Less: accumulated depreciation and amortization	(3,066)	(2,877)
Property and equipment, net	19,523	18,349
Vehicles and trailers
Property, Plant and Equipment [Line Items]
Property and equipment, gross	129	129
Computers and software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,700	2,864
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,707	1,666
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,365	2,772
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 14,688	$ 13,795

Mezzanine Equity and Equity - Capital Stock (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Feb. 14, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Series A preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, authorized (in shares)	25,000,000	25,000,000
Temporary equity, issued (in shares)	5,000	26,000
Treasury stock (in shares)	(1,250,000)	(1,250,000)
Temporary equity, outstanding (in shares)	5,000	26,000
Total outstanding (in shares)	122,160,944
Total issued (in shares)	123,410,944
Total authorized (in shares)	725,000,000
Class A Common Stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	52,496,932	22,237,988
Treasury stock (in shares)	(1,250,000)
Common stock, outstanding (in shares)	51,246,932	20,987,988
Class B Common Stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, issued (in shares)	0	0
Treasury stock (in shares)	0
Common stock, outstanding (in shares)	0	0
Class C Common Stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, issued (in shares)	70,909,012	70,909,012
Treasury stock (in shares)	0
Common stock, outstanding (in shares)	70,909,012	70,909,012
Series A Preferred Stock
Class of Stock [Line Items]
Series A preferred stock, par value (in dollars per share)	$ 0.0001
Temporary equity, authorized (in shares)	25,000,000
Temporary equity, issued (in shares)	5,000
Treasury stock (in shares)	0
Temporary equity, outstanding (in shares)	5,000	26,000	26,000		0

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Other Current Liabilities

As of March 31, 2024 and December 31, 2023, other current liabilities consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
Payroll accruals	5,687		2,553
Income tax payable	20		20
Professional fees accruals	715		832
Commercial insurance financing	1,007		493
Commitment shares liability (see Note 7)	755		755
Other accrued liabilities	678		94
Other current liabilities	$	8,862	$	4,747

Pay vs Performance Disclosure - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income attributable to the Company	$ (9,360)	$ (98,337)	$ (9,360)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	2 Months Ended	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) operatingSegment reportableSegment	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Apr. 30, 2024 USD ($)	Mar. 27, 2024 USD ($)	Feb. 13, 2023 USD ($)	Dec. 31, 2022 USD ($)
Accounting Policies [Line Items]
Number of operating segments \| operatingSegment		1
Number of reportable segments \| reportableSegment		1
Cash and cash equivalents	$ 46,801	$ 55,242	$ 46,801	$ 4,498
Working capital surplus (deficit)		10,900
Proceeds from warrant exercises and issuances of stock		60,600
Stock purchase agreement, amount authorized							$ 50,000
Prepaid expense, capitalized business acquisition costs								$ 5,300
Transaction costs	24,445	$ 24,400
Transaction costs payable	$ 8,100		8,100
Stock Purchase Agreement
Accounting Policies [Line Items]
Stock purchase agreement, amount authorized							$ 50,000
ATM Program
Accounting Policies [Line Items]
Sale of stock, authorized amount						$ 100,000
ATM Program \| Subsequent Event
Accounting Policies [Line Items]
Sale of stock, authorized amount					$ 100,000
Intuitive Machines, LLC
Accounting Policies [Line Items]
Payment of acquisition related costs			$ 782
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Customer One
Accounting Policies [Line Items]
Concentration risk, percentage		93.00%	74.00%
Customer Concentration Risk \| Accounts Receivable Benchmark \| Largest Customer
Accounting Policies [Line Items]
Concentration risk, percentage		84.00%		80.00%
Supplier Concentration Risk \| Cost of Goods and Service Benchmark \| Supplier One
Accounting Policies [Line Items]
Concentration risk, percentage		38.00%	63.00%
Supplier Concentration Risk \| Cost of Goods and Service Benchmark \| Supplier Two
Accounting Policies [Line Items]
Concentration risk, percentage			11.00%
Supplier Concentration Risk \| Accounts Payable Benchmark \| Supplier One
Accounting Policies [Line Items]
Concentration risk, percentage		45.00%		2.00%

Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

NOTE 5 - DEBT

The following table summarizes our outstanding debt (in thousands):


	March 31, 2024		December 31, 2023
Credit Mobilization Facility	$	8,000	$	8,000


Less: deferred financing costs	—		—
Less: current maturities	(8,000)		(8,000)
Long-term debt, net of current maturities	$	—	$	—

As of March 31, 2024 and December 31, 2023, the weighted-average interest rate on short-term borrowings outstanding was 10.62% and 10.20%, respectively.

Live Oak Credit Mobilization Facility

In December 2019, the Company entered into a loan agreement with Live Oak Banking Company (the “Credit Mobilization Facility”) which provided a $12.0 million credit mobilization facility that was paid in full as of November 2023. In July 2022, we entered into the Second Amended and Restated Loan Agreement with Live Oak Banking Company which provided an $8.0 million credit mobilization facility with a loan maturity of July 14, 2024. The Credit Mobilization Facility bears interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2.0% and (b) 5.0% and requires the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company. There was $8.0 million outstanding under the Credit Mobilization Facility as of March 31, 2024 and December 31, 2023.

Bridge Loan

On January 10, 2024, the Company entered into a series of loan documents with Pershing LLC, an affiliate of Bank of New York Mellon, pursuant to which Pershing LLC agreed to an extension of credit in an amount not to exceed $10.0 million to the Company (the “Bridge Loan”). Borrowings under the Bridge Loan bear interest at the target interest rate set by the Federal Open Market Committee (“Fed Funds Rate”), subject to a 5.5% floor, plus a margin. For borrowings, the

applicable rate margin is 0.9%. The $10.0 million in borrowings are available for working capital needs and other general corporate purposes must be repaid by February 22, 2024.

The Bridge Loan included guarantees (the “Credit Support Guarantees”) by Ghaffarian Enterprises, LLC (an affiliate of Dr. Kamal Ghaffarian) (“Ghaffarian Enterprises” or “Guarantor”) and documentation by which Ghaffarian Enterprises, LLC supported such Credit Support Guarantees with collateral including marketable securities (the “Credit Support”), in each case in favor of the lender for the benefit of the Company. On January 10, 2024, the Company and Ghaffarian Enterprises entered into a credit support fee and subrogation agreement, where the Company agreed to pay a support fee of $148 thousand for the Credit Support.

On January 29, 2024, the Bridge Loan was repaid in full as a result of $10.0 million in contributions from the Guarantor under the Bridge Loan Conversion transaction further described in Note 7

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 3,215,000
Effective tax rate	0.00%	(15.90%)
Tax receivable agreement, percent of cash tax savings required to be paid	85.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

Condensed Consolidated Statements of Operations - USD ($)

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Income Statement [Abstract]

Revenue

$ 73,068,000

$ 18,236,000

Operating expenses:

Cost of revenue (excluding depreciation)

60,911,000

23,126,000

Depreciation

414,000

296,000

General and administrative expense (excluding depreciation)

17,143,000

8,777,000

Total operating expenses

78,468,000

32,199,000

Operating loss

(5,400,000)

(13,963,000)

Other expense, net:

Interest expense, net

(20,000)

(279,000)

Change in fair value of earn-out liabilities

(22,597,000)

(3,726,000)

Change in fair value of warrant liabilities

(23,964,000)

Change in fair value of SAFE Agreements

(2,353,000)

Loss on issuance of securities

(68,676,000)

Other income, net

1,000

89,000

Total other expense, net

(115,256,000)

(6,269,000)

Loss before income taxes

(120,656,000)

(20,232,000)

Income tax expense

(3,215,000)

Net loss

(120,656,000)

(23,447,000)

Net loss attributable to Intuitive Machines, LLC prior to the Business Combination

(5,751,000)

Net loss (post Business Combination)

(120,656,000)

(17,696,000)

Net loss attributable to redeemable noncontrolling interest

(23,291,000)

(8,336,000)

Net income attributable to noncontrolling interest

972,000

Net loss attributable to the Company

(98,337,000)

(9,360,000)

Less: Cumulative preferred dividends

(471,000)

(328,000)

Net income attributable to Class A common shareholders - basic

(98,808,000)

(9,688,000)

Net income attributable to Class A common shareholders - diluted

$ (98,808,000)

$ (9,688,000)

Net income per share:

Net income per Class A common share - basic (in dollars per share)

^[1]

$ (2.70)

$ (0.64)

Net income per Class A common share - diluted (in dollars per share)

^[1]

$ (2.70)

$ (0.64)

Weighted-average common shares outstanding

Weighted average shares outstanding - basic (in shares)

36,612,270

15,224,378

Weighted average shares outstanding - diluted (in shares)

36,612,270

15,224,378

[1]

As a result of the Business Combination, the capital structure changed and the net loss per share information for 2023 represents results after the Closing Date of the Business Combination, for the period from February 13, 2023 through March 31, 2023. See Note 1 - Business Description and Note 11 - Net Loss per Share for additional information.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements and related notes have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim reporting and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements.
Principles of Consolidation	Our condensed consolidated financial statements include the accounts of Intuitive Machines, the accounts of Intuitive Aviation Inc. (“IA” or “Intuitive Aviation”), a wholly owned subsidiary, Space Network Solutions, LLC (“SNS” or “Space Network Solutions”) a majority-owned subsidiary, and IX, LLC, a variable interest entity (“VIE”) for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 contained in our Annual Report on Form 10-K, filed with the SEC on March 25, 2024. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Management’s opinion is that all adjustments for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments have been appropriately disclosed.
Use of Estimates	Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. The Company bases its estimates and assumptions on historical experience, other factors, including the current economic environment, and various other judgments that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future reporting periods.
Segment Reporting	Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. All of the Company’s assets are maintained in the United States. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance.
Concentration of Credit Risks	Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The majority of the Company’s cash and cash equivalents are held at major financial institutions. Certain account balances exceed the Federal Deposit Insurance Corporation insurance limits of $250,000 per account. The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents. The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of its business. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for expected credit losses against amounts to reduce the net recognized receivable to the amount it reasonably believes will be collected and revenue recognition is deferred until the amount is collected and the contract is completed. For all other customers, the Company records allowances for credit losses based on the specific analysis of the customer’s ability to pay on an as needed basis. Major customers are defined as those individually comprising more than 10% of the Company’s total revenue.
Transaction Costs	Transaction Costs Business Combination Transaction costs consist of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and related transactions as described further in Note 1. These costs were initially capitalized as incurred and recorded as prepaid expenses in our condensed consolidated balance sheets and totaled $5.3 million as of December 31, 2022. Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were netted against the proceeds from the merger and recorded as an offset in additional paid-in capital upon consummation of the transactions. Total transaction costs charged to additional paid in capital were approximately $24.4 million during the three months ended March 31, 2023. During the first quarter of 2023, approximately $782 thousand in transaction costs were paid by Intuitive Machines, LLC and $8.1 million in transaction costs were accrued in accounts payable in our condensed consolidated balance sheets. The remaining difference was paid by Intuitive Machines, LLC in 2022 or by IPAX prior to the closing of the Business Combination.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For public business entities, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continue to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company is assessing the potential impact of adopting the ASU on its financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. It requires a public entity to disclose the title and position of the Chief Operating Decision Maker. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is assessing the potential impact of adopting the ASU on its financial statements.

- Definition

Disclosure of accounting policy for segment reporting.

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+ Details

Variable Interest Entities	3 Months Ended
Variable Interest Entities	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entities	NOTE 14 - VARIABLE INTEREST ENTITIES The Company determines whether joint ventures in which it has invested meet the criteria of a variable interest entity or “VIE” at the start of each new venture and when a reconsideration event has occurred. A VIE is a legal entity that satisfies any of the following characteristics: (a) the legal entity does not have sufficient equity investment at risk; (b) the equity investors at risk as a group, lack the characteristics of a controlling financial interest; or (c) the legal entity is structured with disproportionate voting rights. The Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Space Network Solutions, LLC The Company participates in the Space Network Solutions joint venture with KBR, a leading provider of specialized engineering, and professional, scientific and technical services primarily to the U.S. federal government. Under the terms of the Amended Space Network Solutions limited liability company agreement, we hold a 90% interest in the Space Network Solutions and KBR hold a 10% interest. Space Network Solutions is a VIE and Intuitive Machines is the primary beneficiary. Space Network Solutions was formed to provide cyber security as well as communication & tracking services using its expertise in developing secure ground system architecture for lunar space missions. In the second quarter of 2023, NASA awarded Space Network Solutions a cost-plus-fixed-fee indefinite-delivery, indefinite quantity contract to support work related to the Joint Polar Satellite System, NASA’s Exploration and In-space Services. Intuitive Machines and KBR entered into a separate joint venture agreement (the “OMES III JV Agreement”) within Space Network Solutions to execute the OMES III contract with a profits interest of 47% for Intuitive Machines and 53% for KBR. We have determined that the OMES III JV Agreement represents a silo within Space Network Solutions and is a standalone VIE. Intuitive Machines is the primary beneficiary of this silo based on the governance structure of the OMES III JV Agreement. As of March 31, 2024, SNS LLC had total assets of $35.6 million and total liabilities of $32.3 million. As of December 31, 2023, SNS LLC had total assets of $13.7 million and total liabilities of $12.0 million. IX, LLC Joint Venture The Company participates in the IX, LLC joint venture (“IX LLC JV”) with X-energy, a nuclear reactor and fuel design engineering company, developing high-temperature gas cooled nuclear reactors and fuel to power them. We hold a 51% interest in the IX LLC JV and X-energy holds a 49% interest. Kamal Ghaffarian is also the co-founder and current member of management of X-energy. Intuitive Machines and X-energy are common controlled entities. We have determined that IX, LLC JV is a variable interest entity and Intuitive Machines is the primary beneficiary because it is most closely associated with the activities of the joint venture. Therefore, we consolidate this VIE for financial reporting purposes. The IX LLC JV was formed to pursue nuclear space propulsion and surface power systems in support of future space exploration goals. In the third quarter of 2022, the IX LLC JV received an award from Battelle Energy Alliance to design a fission surface power system that can operate on the surface of the Moon to support sustained lunar presence and exploration of Mars. As of March 31, 2024 and December 31, 2023, the IX LLC JV had no assets and no liabilities, associated with project execution activities subcontracted to the IX LLC JV partners and other third parties.

Debt - Outstanding Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Credit Mobilization Facility	$ 8,000	$ 8,000
Less: deferred financing costs	0	0
Current maturities of long-term debt	(8,000)	(8,000)
Long-term debt, net of current maturities	$ 0	$ 0

Revenue - Summary of Contract Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Unbilled receivables	$ 13,289	$ 6,146
Deferred contract costs	6,557	343
Total	$ 19,846	$ 6,489

Property and Equipment, Net

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 4 - PROPERTY AND EQUIPMENT, NET

As of March 31, 2024 and December 31, 2023, property and equipment, net consisted of the following (in thousands):


	March 31, 2024		December 31, 2023

Vehicles and trailers	$	129	$	129
Computers and software	2,700		2,864
Furniture and fixtures	1,707		1,666
Machinery and equipment	3,365		2,772
Construction in progress	14,688		13,795
Property and equipment, gross	22,589		21,226
Less: accumulated depreciation and amortization	(3,066)		(2,877)
Property and equipment, net	$	19,523	$	18,349

Total depreciation expense related to property and equipment was $414 thousand and $296 thousand for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024 and December 31, 2023, the Company pledged property and equipment with net book value of approximately $19.5 million and $18.3 million, respectively, as security for its Credit Mobilization Facility (as defined in Note 5) with Live Oak Banking Company.

As of March 31, 2024, construction in progress includes construction costs of $14.7 million associated with the fabrication of a commercial communications satellite. The Company capitalized interest in connection with construction in progress of $213 thousand and $173 thousand for the three months ended March 31, 2024 and 2023, respectively.

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Option, Activity

The following table provides a summary of the option activity under the 2021 Plan for the three months ended March 31, 2024:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Outstanding as of December 31, 2023	1,325,354	$	3.15	7.61
Granted	—	—
Exercised	(167,985)	1.80
Forfeited	(11,124)	8.63
Balance as of March 31, 2024	1,146,245	$	3.30	7.46	$	3,986,920
Exercisable as of March 31, 2024	402,868	$	2.65	7.35	$	1,570,005

Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award

The following table provides a summary of weighted-average grant-date fair value of unit options under the 2021 Plan:


	Weighted- Average Grant Date Fair Value
Non-vested as of December 31, 2023	$	1.80
Granted	—
Vested	0.54
Forfeited	5.50
Non-vested as of March 31, 2024	$	1.89

Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity

The following table provides a summary of the Company’s RSU and PSU activity:


	Number of Units(1)	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023	1,826,946	$	7.00
Granted	3,143,607	3.50
Vested	(137,500)	7.56
Forfeited	(416,597)	7.56
Balance as of March 31, 2024	4,416,456	$	4.44

(1) PSU grants of 919,007 were included at the 100% attainment level which were based on several performance goals related to our mission which successfully completed in February 2024.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 12 - COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company applies accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, the Company discloses contingencies deemed to be reasonably possible and accrues loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the outcome of such matters will not have a material adverse effect on our condensed consolidated financial statements.

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 55,242	$ 4,498
Restricted cash	2,042	62
Trade accounts receivable, net of allowance for expected credit losses of $1,660 and $0, respectively	35,223	16,881
Contract assets	19,846	6,489
Prepaid and other current assets	3,375	3,681
Total current assets	115,728	31,611
Property and equipment, net	19,523	18,349
Operating lease right-of-use assets	35,402	35,853
Finance lease right-of-use assets	118	95
Total assets	170,771	85,908
Current liabilities
Current maturities of long-term debt	8,000	8,000
Contract liabilities, current	28,729	45,511
Operating lease liabilities, current	3,857	4,833
Finance lease liabilities, current	32	25
Other current liabilities	8,862	4,747
Total current liabilities	104,813	83,380
Contract liabilities, non-current	3,610	0
Operating lease liabilities, non-current	31,260	30,550
Finance lease liabilities, non-current	80	67
Earn-out liabilities	36,629	14,032
Warrant liabilities	38,312	11,294
Other long-term liabilities	4	4
Total liabilities	214,708	139,327
Commitments and contingencies (Note 12)
MEZZANINE EQUITY
Series A preferred stock subject to possible redemption, $0.0001 par value, 25,000,000 shares authorized, 5,000 and $26,000 shares issued and outstanding	5,560	28,201
Redeemable noncontrolling interests	443,181	181,662
SHAREHOLDERS’ DEFICIT
Treasury stock, at cost, 1,250,000 shares, at cost	(12,825)	(12,825)
Paid-in capital	0	0
Accumulated deficit	(480,837)	(250,466)
Total shareholders’ deficit attributable to the Company	(493,650)	(263,282)
Noncontrolling interests	972	0
Total shareholders’ deficit	(492,678)	(263,282)
Total liabilities, mezzanine equity and shareholders’ deficit	170,771	85,908
Nonrelated Party
Current liabilities
Accounts payable and accrued expenses	47,429	16,771
Related Party
Current liabilities
Accounts payable and accrued expenses	7,904	3,493
Class A Common Stock
SHAREHOLDERS’ DEFICIT
Common stock	5	2
Class B Common Stock
SHAREHOLDERS’ DEFICIT
Common stock	0	0
Class C Common Stock
SHAREHOLDERS’ DEFICIT
Common stock	$ 7	$ 7

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 13 - RELATED PARTY TRANSACTIONS Intuitive Machines, Intuitive Aviation, IX LLC and Space Network Solutions, LLC have entered into recurring transaction agreements with certain related parties, including sales agreements and loan agreements. Axiom Space, Inc. The Company recognized revenue from Axiom Space, Inc. (“Axiom”) related to space infrastructure development activities of zero and $0.1 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there were no affiliate accounts receivable related to Axiom. Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, LLC is a co-founder and Executive Chairman of Axiom. Revenue related to Axiom are incurred in the normal course of business and amounts are settled under normal business terms. IBX, LLC The Company incurred expenses with IBX, LLC (“IBX”) of $1.3 million and $0.5 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there were $1.6 million and $0.4 million, respectively, of affiliate accounts payable related to IBX expenses. IBX is an innovation and investment firm committed to advancing the state of humanity and human knowledge. We rely on IBX for the provision of management and professional services in the day-to-day operation of our business. These expenses include, among others, fees for the provision of administrative, accounting and legal services. As such, expenses incurred in relation to IBX are incurred in the normal course of business and amounts are settled under normal business terms. Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, is a co-founder and current member of management of IBX. KBR, Inc. On November 12, 2020, KBR, Inc. (“KBR”), a U.S.-based firm operating in the science, technology and engineering industries, made an initial investment in one of our operating subsidiaries, Space Network Solutions, LLC resulting in a 10% ownership by KBR of Space Network Solutions as of the date of such investment. As of March 31, 2024, KBR held approximately 10% of the equity of Space Network Solutions. The Company recognized affiliate revenue from KBR related to engineering services of $0.7 million and $0.6 million for the three months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023, there was $0.6 million and $0.5 million, respectively, of affiliate accounts receivable related to KBR revenue. Revenue related to KBR are incurred in the normal course of business and amounts are settled under normal business terms. ASES The Company recognized revenue from ASES related to engineering services of $0.3 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there was $0.2 million and $0.1 million, respectively, of affiliate accounts receivable related to ASES revenue. ASES is a joint venture between Aerodyne Industries, LLC and KBR. Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, LLC has a 20% ownership interest in Aerodyne Industries, LLC. Revenue related to ASES are incurred in the normal course of business and amounts are settled under normal business terms. X-energy, LLC As of March 31, 2024 and December 31, 2023, there was no affiliate accounts payable related to X-energy, LLC (“X-energy”) expenses. Expenses related to X-energy are incurred in the normal course of business and amounts are settled under normal business terms. Kamal Ghaffarian, the Chairman of the Board and one of the co-founders of Intuitive Machines, LLC is the Executive Chairman of X-Energy Reactor Company, LLC, which is the parent company of X-Energy.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Statements of Mezzanine Equity - USD ($) $ in Thousands	Total	Series A Preferred Stock
Temporary equity, beginning balance (shares) at Dec. 31, 2022		0
Beginning balance at Dec. 31, 2022		$ 0
Temporary equity, beginning balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of series A preferred stock (in shares)		26,000
Issuance of Series A preferred stock		$ 25,827
Cumulative preferred dividends		$ 328
Establishment of redeemable noncontrolling interest	(85,865)
Subsequent remeasurement of redeemable noncontrolling interests	830,229
Net loss attributable to redeemable noncontrolling interest	(8,336)
Temporary equity, ending balance (shares) at Mar. 31, 2023		26,000
Ending balance at Mar. 31, 2023		$ 26,155
Temporary equity, ending balance at Mar. 31, 2023	$ 736,028
Temporary equity, beginning balance (shares) at Dec. 31, 2023	26,000	26,000
Beginning balance at Dec. 31, 2023	$ 28,201	$ 28,201
Temporary equity, beginning balance at Dec. 31, 2023	181,662
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of Series A preferred stock (in shares)		(21,000)
Conversion of Series A preferred stock (Note 7)		$ (23,120)
Cumulative preferred dividends		471
Accretion of preferred stock discount	(8)	$ (8)
Subsequent remeasurement of redeemable noncontrolling interests	284,810
Net loss attributable to redeemable noncontrolling interest	$ (23,291)
Temporary equity, ending balance (shares) at Mar. 31, 2024	5,000	5,000
Ending balance at Mar. 31, 2024	$ 5,560	$ 5,560
Temporary equity, ending balance at Mar. 31, 2024	$ 443,181

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-40823
Entity Registrant Name	INTUITIVE MACHINES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-5056189
Entity Address, Address Line One	13467 Columbia Shuttle Street
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77059
City Area Code	281
Local Phone Number	520-3703
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	LUNR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001844452
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A Common Stock, each at an exercise price of $11.50 per share
Trading Symbol	LUNRW
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		53,723,453
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0
Class C Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		70,909,012

Net Loss Per Share - Computation of Basic and Diluted Income Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

2 Months Ended

3 Months Ended

Mar. 31, 2023

Mar. 31, 2024

Mar. 31, 2023

Numerator

Net loss (post Business Combination)

$ (120,656)

$ (17,696)

Net loss attributable to redeemable noncontrolling interest

(23,291)

(8,336)

Less: Net income attributable to noncontrolling interest

972

Net income attributable to the Company

$ (9,360)

(98,337)

(9,360)

Less: Cumulative preferred dividends

(471)

(328)

Net income attributable to Class A common shareholders - basic

(98,808)

(9,688)

Net income attributable to Class A common shareholders - diluted

$ (98,808)

$ (9,688)

Denominator

Basic weighted-average shares of Class A common stock outstanding (in shares)

36,612,270

15,224,378

Net income per share of Class A common stock - basic (in dollars per share)

^[1]

$ (2.70)

$ (0.64)

Net income per share of Class A common stock - diluted (in dollars per share)

^[1]

$ (2.70)

$ (0.64)

[1]

Share-Based Compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Feb. 13, 2023	May 25, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Business combination, shares of common stock per common unit				0.5562
Options outstanding	1,146,245		1,325,354
2021 Unit Option Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation costs	$ 585
2023 Omnibus Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	0
Class A Common Stock \| 2023 Omnibus Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units reserved for issuance (in shares)	12,706,811
Class B Common Stock \| 2021 Unit Option Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units reserved for issuance (in shares)	1,146,245
Stock Options \| 2021 Unit Option Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Units reserved for issuance (in shares)					6,125,000
Share-based compensation, expense	$ 114	$ 207
Unrecognized compensation costs, period for recognition (in years)	3 years 2 months 8 days
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation, expense	$ 1,100
Unrecognized compensation costs, period for recognition (in years)	3 years 5 months 1 day
Nonvested award, cost not yet recognized, amount	$ 12,100
Restricted Stock Units (RSUs) \| 2023 Omnibus Incentive Plan \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average remaining contractual terms	1 year
Restricted Stock Units (RSUs) \| 2023 Omnibus Incentive Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average remaining contractual terms	4 years
Performance Stock Units (PSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation, expense	$ 2,700
Nonvested award, cost not yet recognized, amount	$ 500

Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

The following table summarizes our outstanding debt (in thousands):


	March 31, 2024		December 31, 2023
Credit Mobilization Facility	$	8,000	$	8,000


Less: deferred financing costs	—		—
Less: current maturities	(8,000)		(8,000)
Long-term debt, net of current maturities	$	—	$	—

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Fair Value Measurements - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities	$ 36,629	$ 14,032
Warrant liabilities	38,312	11,294
Total liabilities measured at fair value	74,941	25,326
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total liabilities measured at fair value	0	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total liabilities measured at fair value	0	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total liabilities measured at fair value	74,941	25,326
Fair Value, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities	36,629	14,032
Warrant liabilities	38,312	11,294
Fair Value, Recurring \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	21,792	8,612
Fair Value, Recurring \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	16,520	2,682
Fair Value, Recurring \| Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities	0	0
Warrant liabilities	0	0
Fair Value, Recurring \| Level 1 \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Recurring \| Level 1 \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Recurring \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities	0	0
Warrant liabilities	0	0
Fair Value, Recurring \| Level 2 \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Recurring \| Level 2 \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	0	0
Fair Value, Recurring \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities	36,629	14,032
Warrant liabilities	38,312	11,294
Fair Value, Recurring \| Level 3 \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	21,792	8,612
Fair Value, Recurring \| Level 3 \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities	$ 16,520	$ 2,682

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 28, 2024	Jan. 10, 2024	Feb. 13, 2023	Feb. 23, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Sep. 05, 2023	Feb. 14, 2023
Class of Warrant or Right [Line Items]
Period before warrants become exercisable (in days)			30 days
Warrant term (in years)	5 years		5 years
Redemption price (in dollars per share)					$ 0.01
Period for prior written notice before redemption (in days)			30 days
Period in which stock must reach mandatory closing price (in days)			20 days
Maximum period in which stock can reach mandatory closing price (in days)			30 days
Number of business days notice prior to notice being sent			3 days
Warrants exercised					$ 50,589	$ 2,243
Period before warrants may be exercised (in months)			6 months
Warrant liabilities					38,312		$ 11,294
Loss on issuance of securities					(68,676)	0
Change in fair value of warrant liabilities					$ 23,964	$ 0
Proceeds from guarantor	$ 10,000
Intuitive Machines, LLC
Class of Warrant or Right [Line Items]
Business acquisition, warrants assumed (in shares)			23,332,500
Warrant, exercise price (in dollars per share)			$ 11.50
Public Warrants
Class of Warrant or Right [Line Items]
Warrant, exercise price (in dollars per share)									$ 11.50
Warrants outstanding (in shares)			16,487,500
Warrants exercised (in shares)					101		1,402,106
Class A common stock issued for warrants exercised (in shares)							1,402,106
Private Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			6,845,000
Period before warrants can be transferred or sold (in days)			30 days
Series A Preferred Warrants
Class of Warrant or Right [Line Items]
Warrant, exercise price (in dollars per share)			$ 15.00					$ 11.50
Warrants outstanding (in shares)			541,667
Warrant term (in years)			5 years
Warrants exercised (in shares)					0
Number of shares called by warrants (in shares)								706,522
Series B Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares)								4,705,883
Warrant, exercise price (in dollars per share)		$ 2.50						$ 4.75
Loss on issuance of securities					$ 1,300
Series B Warrants \| Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)								4,705,883
Warrants exercised (in shares)					4,705,883
Warrants exercised					$ 11,800
Series A Warrants
Class of Warrant or Right [Line Items]
Warrant, exercise price (in dollars per share)		$ 2.75						$ 4.75
Warrants exercised (in shares)				4,705,883
Series A Warrants \| Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)								4,705,883
New Series A Warrant
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares)		4,705,883
Warrant, exercise price (in dollars per share)		$ 2.75
Warrant term (in years)		5 years 6 months
Warrants exercised (in shares)				4,705,883
Warrant liabilities		$ 10,800
New Series B Warrant
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares)		4,705,883
Warrant, exercise price (in dollars per share)		$ 2.75
Warrant term (in years)		18 months
Warrants exercised (in shares)				4,705,883
Warrant liabilities		$ 5,700
Conversion Series A Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares)	4,150,780
Warrant, exercise price (in dollars per share)	$ 2.57
Warrant liabilities	$ 10,000				21,800
Conversion Series B Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares)	4,150,780
Warrant, exercise price (in dollars per share)	$ 2.57
Warrant term (in years)	18 months
Warrant liabilities	$ 5,500				$ 16,500
Conversion Warrants
Class of Warrant or Right [Line Items]
Warrants exercised (in shares)					0
Loss on issuance of securities					$ (5,500)
Change in fair value of warrant liabilities					22,800
Series A & B Warrants
Class of Warrant or Right [Line Items]
Change in fair value of warrant liabilities					$ 1,200
New Series A & B Warrants
Class of Warrant or Right [Line Items]
Loss on issuance of securities		$ (16,600)
Series A, New Series A & New Series B Warrants
Class of Warrant or Right [Line Items]
Warrants exercised				$ 38,800
Loss on issuance of securities				$ (47,900)
Class A common stock issued for warrants exercised (in shares)				14,117,649
Class A Common Stock
Class of Warrant or Right [Line Items]
Closing price required to redeem warrants (in dollars per share)			$ 18.00
Common stock, par value (in dollars per share)					$ 0.0001		$ 0.0001		$ 0.0001
Class A Common Stock \| Intuitive Machines, LLC
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares)			1
Class A Common Stock \| Series A Preferred Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares)			1
Class A Common Stock \| Series B Warrants
Class of Warrant or Right [Line Items]
Class A common stock issued for warrants exercised (in shares)					4,705,883
Class C Common Stock
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share)					$ 0.0001		$ 0.0001
Class C Common Stock \| Conversion Series A Warrants
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001
Class C Common Stock \| Conversion Series B Warrants
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001

Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

NOTE 11 - NET LOSS PER SHARE

Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Class A common shareholders for the three months ended March 31, 2024 and the period from February 13, 2023, or the Closing Date, to March 31, 2023 by the weighted-average number of shares of Class A common stock outstanding for the same periods.

Diluted net income per share of Class A common stock includes additional weighted average common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for the Series A Preferred Stock and the treasury method for our RSUs, PSUs, options, and warrants. During loss periods, diluted net loss per share for all periods presented is the same as basic net loss per share as the inclusion of the potentially issuable shares would be anti-dilutive.

The following table presents the computation of the basic and diluted income per share of Class A Common Stock (in thousands, except share data):


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Numerator
Net loss (post Business Combination)	$	(120,656)	$	(17,696)
Less: Net loss attributable to redeemable noncontrolling interest	(23,291)		(8,336)
Less: Net income attributable to noncontrolling interest	972		—
Net loss attributable to the Company	$	(98,337)	$	(9,360)
Less: Cumulative preferred dividends	(471)		(328)
Net loss attributable to Class A common shareholders	$	(98,808)	$	(9,688)
Denominator
Basic weighted-average shares of Class A common stock outstanding	36,612,270		15,224,378





Net loss per share of Class A common stock - basic and diluted	$	(2.70)	$	(0.64)


	Three Months Ended March 31, 2024	Three Months Ended March 31, 2023
RSUs and PSUs(1)	4,416,456	—
Options(1)	1,146,245	1,835,335
Series A Preferred Stock(2)	1,861,752	2,193,973
Warrants(1)	30,773,520	23,655,962
Earn Out Units(3)	7,500,000	10,000,000

(1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive.

(3) Represents number of Earn Out Units outstanding at the end of the period that were excluded due to unsatisfied contingent issuance conditions.

Insider Trading Arrangements

3 Months Ended

Mar. 31, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

During the quarter ended March 31, 2024, certain of our officers or directors listed below adopted or terminated trading arrangements for the purchase or sale of shares of our Class A common stock in amounts and prices determined in accordance with a formula set forth in each such plan:

Name

Title

Date Entered

Date Expires

Kamal Ghaffarian

Chairman of the Board

03/22/2024

01/20/2025

the sale of up to 5,291,622 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing

Stephen Altemus

Chief Executive Officer and Director

03/22/2024

12/31/2024

the sale of up to 3,000,000 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing

Timothy Crain

Chief Growth Officer

03/22/2024

06/30/2025

the sale of up to 3,200,000 shares and contains pricing conditions that preclude or limit the sale of shares below predetermined minimum pricing

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Kamal Ghaffarian [Member]

Trading Arrangements, by Individual

Name

Kamal Ghaffarian

Title

Chairman of the Board

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

03/22/2024

Arrangement Duration

304 days

Aggregate Available

5,291,622

Stephen Altemus [Member]

Trading Arrangements, by Individual

Name

Stephen Altemus

Title

Chief Executive Officer and Director

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

03/22/2024

Arrangement Duration

284 days

Aggregate Available

3,000,000

Timothy Crain [Member]

Trading Arrangements, by Individual

Name

Timothy Crain

Title

Chief Growth Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

03/22/2024

Arrangement Duration

465 days

Aggregate Available

3,200,000

Business Description (Details) - USD ($) $ / shares in Units, $ in Millions	Feb. 13, 2023	Mar. 31, 2024	Dec. 31, 2023	Feb. 14, 2023	Sep. 16, 2022
Business Description [Line Items]
Business combination, shares of common stock per common unit	0.5562
Cash acquired through reverse recapitalization	$ 34.1
Stock purchase agreement, amount authorized	$ 50.0
Public Warrants
Business Description [Line Items]
Warrant, exercise price (in dollars per share)				$ 11.50
Class A Common Stock
Business Description [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock \| Cantor Stock Purchase Agreement
Business Description [Line Items]
Stock purchase agreement, amount authorized					$ 50.0

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

As of March 31, 2024 and December 31, 2023, property and equipment, net consisted of the following (in thousands):


	March 31, 2024		December 31, 2023

Vehicles and trailers	$	129	$	129
Computers and software	2,700		2,864
Furniture and fixtures	1,707		1,666
Machinery and equipment	3,365		2,772
Construction in progress	14,688		13,795
Property and equipment, gross	22,589		21,226
Less: accumulated depreciation and amortization	(3,066)		(2,877)
Property and equipment, net	$	19,523	$	18,349

Net Loss Per Share - Narrative (Details) - shares	3 Months Ended
Net Loss Per Share - Narrative (Details) - shares	Mar. 31, 2024	Mar. 31, 2023
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	30,773,520	23,655,962
Earn Out Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	7,500,000	10,000,000

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 10 - FAIR VALUE MEASUREMENTS


	March 31, 2024
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
Earn-out liabilities	Recurring	$	36,629	$	—	$	—	$	36,629

Warrant liabilities - Series A	Recurring	21,792		—		—		21,792
Warrant liabilities - Series B	Recurring	16,520		—		—		16,520
Warrant liabilities		38,312		—		—		38,312

Total liabilities measured at fair value		$	74,941	$	—	$	—	$	74,941


	December 31, 2023
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
Earn-out liabilities	Recurring	$	14,032	$	—	$	—	$	14,032

Warrant liabilities - Series A	Recurring	8,612		—		—		8,612
Warrant liabilities - Series B	Recurring	2,682		—		—		2,682
Warrant liabilities		11,294		—		—		11,294

Total liabilities measured at fair value		$	25,326	$	—	$	—	$	25,326

The following table provides a roll-forward of the Company’s Level 3 liabilities (in thousands):


	Earn-out liabilities		Warrant liabilities - Series A		Warrant liabilities - Series B		Total Warrant liabilities
Balance, December 31, 2023	$	14,032	$	8,612	$	2,682	$	11,294
Additions	—		20,827		11,262		32,089
Change in fair value	22,597		12,823		11,141		23,964
Converted to equity	—		(20,471)		(8,564)		(29,035)
Balance, March 31, 2024	$	36,629	21,791		16,521		38,312

Earn-out Liabilities

The fair value of the earn-out liabilities as of March 31, 2024 was estimated using a Monte Carlo simulation approach that modeled the triggering events including the simulated stock price of the Company over the maturity dates. The significant assumptions utilized in estimating the fair value of the earn-out liabilities include: (i) Intuitive Machines stock price of $6.25; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.32%; and (iv) expected volatility of 85%.

As a result of the Business Combination, certain Intuitive Machines, LLC members received 10,000,000 earn out units of Intuitive Machines, LLC (“Earn Out Units”) subject to certain triggering events. Upon the vesting of any Earn Out Units, each of the certain Intuitive Machines, LLC members will be issued (i) by Intuitive Machines, LLC an equal number of Intuitive Machines, LLC Common Units and (ii) by Intuitive Machines, an equal number of shares of Class C Common Stock, in exchange for surrender of the applicable Earn Out Units and the payment to Intuitive Machines, Inc. of a per-share price equal to the par value per share of the Class C Common Stock. Under the earn out agreement, Earn Out Units of 2,500,000 vested for the year ended December 31, 2023. For the three months ended March 31, 2024, there was no vesting of Earn Out Units.

Warrant Liabilities

Initial Warrants

Pursuant to the Warrant Exercise Agreement on January 10, 2024 (as further described in Note 8 and discussed below), the terms of the Initial Warrants were modified, and the Initial Series B Warrant was exercised in full and converted to equity. The pre-modification fair value of the Initial Warrant liabilities was estimated using a Black-Scholes-Merton model. The significant assumptions utilized in estimating the pre-modification fair value of the Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $2.83; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 3.99%; and (iv) expected volatility of 104%. The significant assumptions utilized in estimating the pre-modification fair value of the Series B Warrant liabilities include: (i) a per share price of the Class A Common Stock of $2.83; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.75%; and (iv) expected volatility of 85%.

During February 2024, the investor also fully exercised and converted to equity the Initial Series A Warrant. Refer to Note 8 for more information on the warrant exercises.

New Warrants

Pursuant to the Warrant Exercise Agreement on January 10, 2024 as described further in Note 8, the fair values of the New Series A Warrant and the New Series B Warrant liabilities were estimated at $10.8 million and $5.7 million, respectively, utilizing the Black-Scholes-Merton model. The significant assumptions utilized in estimating the fair value of the New Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $2.83; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.00%; and (iv) expected volatility of 105%. The significant assumptions utilized in estimating the fair value of the New Series B Warrant liabilities include: (i) a per share price of the Class A Common Stock of $2.83; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.55%; and (iv) expected volatility of 83%.

During February 2024, the investor fully exercised and converted to equity the New Warrants. Refer to Note 8 for more information on the warrant exercises.

Conversion Warrants

Pursuant to the Letter Agreement and the issuance of warrants on January 29, 2024 as described further in Notes 5 and 8, the fair values of the Conversion Series A Warrant and the Conversion Series B Warrant liabilities were estimated at $10.0 million and $5.5 million, respectively, utilizing the Black-Scholes-Merton model. The significant assumptions utilized in estimating the fair value of the Conversion Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $3.05; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 3.97%; and (iv) expected volatility of 102%. The significant assumptions utilized in estimating the fair value of the Conversion Series B Warrant liabilities include: (i) a per share price of the Class A Common Stock of $3.05; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.53%; and (iv) expected volatility of 76%.

The fair value of the Conversion Series A Warrant and the Conversion Series B Warrant liabilities as of March 31, 2024 was estimated using a Black-Scholes-Merton model. The significant assumptions utilized in estimating the fair value of the Conversion Series A Warrant liabilities include: (i) a per share price of the Class A Common Stock of $6.25; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.23%; and (iv) expected volatility of 95%. The significant assumptions utilized in estimating the fair value of the Conversion Series B Warrant liabilities include: (i) a per share price of the Class A Common Stock of $6.25; (ii) a dividend yield of 0.0%; (iii) a risk-free rate of 4.88%; and (iv) expected volatility of 65%.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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+ Details

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total	$ 73,068	$ 18,236
Total (percent)	100.00%	100.00%
Cost reimbursable
Disaggregation of Revenue [Line Items]
Total	$ 42,040	$ 0
Total (percent)	58.00%	0.00%
Fixed price
Disaggregation of Revenue [Line Items]
Total	$ 29,208	$ 16,595
Total (percent)	40.00%	91.00%
Time and materials
Disaggregation of Revenue [Line Items]
Total	$ 1,820	$ 1,641
Total (percent)	2.00%	9.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 42
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 22
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounts receivable, allowance	$ 1,660	$ 0
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, authorized (in shares)	25,000,000	25,000,000
Temporary equity, issued (in shares)	5,000	26,000
Temporary equity, outstanding (in shares)	5,000	26,000
Treasury stock (in shares)	1,250,000	1,250,000
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	52,496,932	22,237,988
Common stock, outstanding (in shares)	51,246,932	20,987,988
Treasury stock (in shares)	1,250,000
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, issued (in shares)	0	0
Common stock, outstanding (in shares)	0	0
Treasury stock (in shares)	0
Class C Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, issued (in shares)	70,909,012	70,909,012
Common stock, outstanding (in shares)	70,909,012	70,909,012
Treasury stock (in shares)	0

Condensed Consolidated Statements of Cash Flows $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)
Cash flows from operating activities:
Net loss	$ (120,656)	$ (23,447)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	414	296
Bad debt expense	1,660	0
Share-based compensation expense	3,926	207
Change in fair value of SAFE Agreements	0	2,353
Change in fair value of earn-out liabilities	22,597	3,726
Change in fair value of warrant liabilities	23,964	0
Loss on issuance of securities	68,676	0
Other	0	582
Changes in operating assets and liabilities:
Trade accounts receivable, net	(20,002)	(1,006)
Contract assets	(13,357)	(4,727)
Prepaid expenses	305	(2,785)
Other assets, net	429	178
Accounts payable and accrued expenses	30,658	6,994
Accounts payable – affiliated companies	4,411	170
Contract liabilities – current and long-term	(13,172)	(8,140)
Other liabilities	3,705	6,933
Net cash used in operating activities	(6,442)	(18,666)
Cash flows from investing activities:
Purchase of property and equipment	(1,588)	(8,565)
Net cash used in investing activities	(1,588)	(8,565)
Cash flows from financing activities:
Proceeds from Business Combination	0	8,055
Proceeds from issuance of Series A Preferred Stock	0	26,000
Transaction costs	0	(782)
Proceeds from borrowings	10,000	0
Repayment of loans	(10,000)	0
Proceeds from issuance of securities	10,000	0
Stock option exercises	165	22
Forward purchase agreement termination	0	12,730
Warrants exercised	50,589	2,243
Net cash provided by financing activities	60,754	48,268
Net increase in cash, cash equivalents and restricted cash	52,724	21,037
Cash, cash equivalents and restricted cash at beginning of the period	4,560	25,826
Cash, cash equivalents and restricted cash at end of the period	57,284	46,863
Less: restricted cash	2,042	62
Cash and cash equivalents	55,242	46,801
Supplemental disclosure of cash flow information
Cash paid for interest, net	212	464
Cash paid for taxes	0	9
Noncash financing activities:
Transaction costs	0	(23,663)
SAFE Agreements	0	20,667
Conversion of Series A preferred stock (Note 7)	23,120	0
Preferred dividends	$ (471)	$ (328)

Share-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

NOTE 9 - SHARE-BASED COMPENSATION

2021 Unit Option Plan

On May 25, 2021, the Intuitive Machines, LLC’s board of directors adopted, and its members approved the 2021 Unit Option Plan (the “2021 Plan”). The 2021 Plan allowed the Intuitive Machines, LLC to grant incentive unit options (“Incentive Unit Options”) to purchase Class B unit interests. Pursuant to the 2021 Plan, up to 6,125,000 shares of Class B units were reserved for issuance, upon exercise of the aforementioned Incentive Unit Options made to employees, directors and consultants.

As a result of the Business Combination discussed in Note 1 and per the terms of the Second Amended and Restated Intuitive Machines, LLC Operating Agreement, the unexpired and unexercised outstanding Incentive Unit Options at the closing of the Business Combination, whether vested or unvested, were proportionately adjusted using a conversion ratio of 0.5562 (rounded down to the nearest whole number of options). The exercise price of each option was adjusted accordingly. Each Incentive Unit Option continues to be subject to the terms and conditions of the 2021 Plan and will be exercisable for Class B common units of Intuitive Machines, LLC (the “Class B Common Units”). When an option is exercised, the participant will receive Class A Common Stock. As a result of the conversions, there was no incremental compensation cost and the terms of the outstanding options, including fair value, vesting conditions and classification, were unchanged.

As of March 31, 2024, Intuitive Machines, LLC was authorized to issue a total of 1,146,245 Class B Common Units upon exercise of the Incentive Unit Options under the 2021 Plan. The following table provides a summary of the option activity under the 2021 Plan for the three months ended March 31, 2024:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Outstanding as of December 31, 2023	1,325,354	$	3.15	7.61
Granted	—	—
Exercised	(167,985)	1.80
Forfeited	(11,124)	8.63
Balance as of March 31, 2024	1,146,245	$	3.30	7.46	$	3,986,920
Exercisable as of March 31, 2024	402,868	$	2.65	7.35	$	1,570,005

Aggregate intrinsic value represents the difference between the exercise price of the options and the market price of our Class A Common Stock.

The following table provides a summary of weighted-average grant-date fair value of unit options under the 2021 Plan:


	Weighted- Average Grant Date Fair Value
Non-vested as of December 31, 2023	$	1.80
Granted	—
Vested	0.54
Forfeited	5.50
Non-vested as of March 31, 2024	$	1.89

Share-based compensation expense related to options was $114 thousand and $207 thousand for the three months ended March 31, 2024 and 2023, respectively, and was classified in the condensed consolidated statement of operations under general and administrative expense. As of March 31, 2024, the Company had $585 thousand in estimated unrecognized share-based compensation costs related to outstanding unit options that is expected to be recognized over a weighted average period of 3.19 years.

Following the consummation of the Business Combination, no new awards will be granted under the 2021 Plan.

Intuitive Machines, Inc. 2023 Long Term Omnibus Incentive Plan (the “2023 Plan”)

The 2023 Plan, which became effective in conjunction with closing of the Business Combination, provides for the award to certain directors, officers, employees, consultants and advisors of the Company of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards as well as cash-based awards and dividend equivalents, as determined, and subject to the terms and conditions established, by the Company’s Compensation Committee. Under the 2023 Plan, a maximum of 12,706,811 shares of Class A Common Stock are authorized to be issued. As of March 31, 2024, the Company has issued restricted stock units (“RSUs”) and performance stock units (“PSUs) as outlined in the following disclosures. No other awards have been granted under the 2023 Plan.

Restricted Stock Units and Performance Stock Units

Pursuant to the 2023 Plan, the Company grants RSUs with time-based vesting requirements which typically vest over one to four years and PSUs with target performance-based vesting requirements based on continuous service. The fair value of RSUs and PSUs are based on the Company’s closing stock price on the date of grant.

The following table provides a summary of the Company’s RSU and PSU activity:


	Number of Units(1)	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023	1,826,946	$	7.00
Granted	3,143,607	3.50
Vested	(137,500)	7.56
Forfeited	(416,597)	7.56
Balance as of March 31, 2024	4,416,456	$	4.44

(1) PSU grants of 919,007 were included at the 100% attainment level which were based on several performance goals related to our mission which successfully completed in February 2024.

For the three months ended March 31, 2024, share-based compensation expense was $1.1 million for RSUs and $2.7 million for PSUs, and classified in the condensed consolidated statement of operations under general and administrative expense. As of March 31, 2024, the Company had $12.1 million in estimated unrecognized share-based compensation costs related to unvested RSUs that is expected to be recognized over a weighted average period of 3.42 years. As of March 31, 2024, the Company had $0.5 million in estimated unrecognized share-based compensation costs related to unvested PSUs that is expected to be recognized in April 2024.

Revenue - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Contract liabilities – current
Deferred revenue	$ 19,184	$ 22,926
Contract loss provision	7,760	9,567
Accrued launch costs	1,785	13,018
Contract liabilities, current	28,729	45,511
Contract liabilities – long-term
Contract loss provision	3,610	0
Contract liabilities, non-current	3,610	0
Total contract liabilities	$ 32,339	$ 45,511

Fair Value Measurements - Narrative (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares	Jan. 29, 2024 USD ($) $ / shares	Jan. 28, 2024 USD ($)	Jan. 10, 2024 USD ($) $ / shares	Feb. 13, 2023 shares
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities \| $	$ 36,629	$ 14,032
Warrant liabilities \| $	$ 38,312	$ 11,294
Earn-out units, vested in period (in shares) \| shares	0	2,500,000
Intuitive Machines, LLC \| Earn Out Units
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out units issued (in shares) \| shares						10,000,000
Fair Value, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liabilities \| $	$ 36,629	$ 14,032
Warrant liabilities \| $	38,312	11,294
Series B Warrants \| Fair Value, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities \| $	16,520	2,682
Series A Warrants \| Fair Value, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities \| $	21,792	$ 8,612
Second Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities \| $					$ 10,800
Second Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities \| $					$ 5,700
Third Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities \| $			$ 10,000
Third Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities \| $			$ 5,500
Conversion Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities \| $	21,800			$ 10,000
Conversion Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liabilities \| $	$ 16,500			$ 5,500
Measurement Input, Share Price
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liability, measurement input	6.25
Measurement Input, Share Price \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	2.83
Measurement Input, Share Price \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	2.83
Measurement Input, Share Price \| Second Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input			3.05		2.83
Measurement Input, Share Price \| Second Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input					2.83
Measurement Input, Share Price \| Third Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input			3.05
Measurement Input, Share Price \| Conversion Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	6.25
Measurement Input, Share Price \| Conversion Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	6.25
Measurement Input, Dividend Yield
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liability, measurement input	0.000
Measurement Input, Dividend Yield \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.000
Measurement Input, Dividend Yield \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.000
Measurement Input, Dividend Yield \| Second Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input			0.000		0.000
Measurement Input, Dividend Yield \| Second Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input					0.000
Measurement Input, Dividend Yield \| Third Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input			0.000
Measurement Input, Dividend Yield \| Conversion Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.000
Measurement Input, Dividend Yield \| Conversion Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.000
Measurement Input, Risk Free Interest Rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liability, measurement input	0.0432
Measurement Input, Risk Free Interest Rate \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.0475
Measurement Input, Risk Free Interest Rate \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.0399
Measurement Input, Risk Free Interest Rate \| Second Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input			0.0397		0.0400
Measurement Input, Risk Free Interest Rate \| Second Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input					0.0455
Measurement Input, Risk Free Interest Rate \| Third Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input			0.0453
Measurement Input, Risk Free Interest Rate \| Conversion Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.0423
Measurement Input, Risk Free Interest Rate \| Conversion Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.0488
Measurement Input, Volatility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Earn-out liability, measurement input	0.85
Measurement Input, Volatility \| Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.85
Measurement Input, Volatility \| Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	1.04
Measurement Input, Volatility \| Second Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input			1.02		1.05
Measurement Input, Volatility \| Second Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input					0.83
Measurement Input, Volatility \| Third Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input			0.76
Measurement Input, Volatility \| Conversion Series A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.95
Measurement Input, Volatility \| Conversion Series B Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant liability, measurement input	0.65