8-KCurrent report

Material agreement

✓ VerifiedIntuitive Machines closed its Goonhilly Acquisition on August 3, 2026, acquiring COMSAT LLC for a $10 million base cash price and Goonhilly Earth Station Limited for £37.0 million split equally between cash and stock.

7.01 Reg FD disclosure8.01 Other events

Summary

  • On August 3, 2026, Intuitive Machines, LLC acquired all membership interests of COMSAT LLC (formerly Goonhilly Inc.) for a base cash purchase price of $10 million plus expense reimbursement, subject to adjustments for cash, debt, working capital and specified capital expenditures.
  • Buyer acquired all issued and outstanding shares of Goonhilly Earth Station Limited, a UK ground station and satellite communications company, for aggregate consideration of £37.0 million split equally between cash and stock.
  • The stock portion of the UK Consideration consisted of 960,649 shares of the Company's Class A common stock, and the consideration is subject to post-closing adjustments.
  • The Goonhilly Acquisition follows the Share Purchase Agreement dated May 14, 2026 and was previously disclosed in the Goonhilly Signing 8-K.
  • The Company intends to leverage the expanded ground station network for its upcoming IM-3 and Altus-1 missions, having previously integrated Goonhilly capabilities into IM-1 and IM-2.
  • COMSAT operates a portfolio of over 90 hosted and leased antennas across US and UK-based satellite ground stations.
COMSAT base purchase price
$10 million
From the filing for COMSAT base purchase price
acquired all of the issued and outstanding membership interests of COMSAT LLC (formerly Goonhilly Inc.) ("COMSAT") for a base cash purchase price of $10 million and reimbursement of expenses
UK Consideration
£37.0 million
From the filing for UK Consideration
The aggregate consideration for the UK Acquisition (the "UK Consideration") was £37.0 million, split equally between cash and stock
Stock portion
960,649 shares
From the filing for Stock portion
The stock portion consisted of 960,649 shares of the Company's Class A common stock, par value $0.0001 per share.
Closing date
August 3, 2026
From the filing for Closing date
On August 3, 2026, the Company consummated the Goonhilly Acquisition.
SPA date
May 14, 2026
From the filing for SPA date
pursuant to the Share Purchase Agreement, dated May 14, 2026, by and among the Company, Buyer and Goonhilly Holdings Limited
Target missions
IM-3 and Altus-1
From the filing for Target missions
intends to employ its expanded space data network and the Goonhilly ground system for the upcoming IM-3 and Altus-1 missions
COMSAT antennas
over 90 hosted and leased antennas
From the filing for COMSAT antennas
Via its secure international teleports and portfolio of over 90 hosted and leased antennas, COMSAT provides secure and reliable satellite communications services to customers around the world.

The completed acquisition adds UK and US ground station assets and deep space communications capacity to Intuitive Machines' network for lunar and deep space mission support.

Filed
Aug 3, 2026
Accepted
2026-08-03 20:59Z
Period
Aug 3, 2026
Accession no.
0001193125-26-330778
Size
228 KB