Intuitive Machines Inc. has announced a private placement of Notes, targeting qualified institutional buyers under Rule 144A. The Notes and the Class A common stock issuable upon conversion will not undergo registration under the Securities Act. In conjunction with the offering, Intuitive Machines plans to engage in capped call transactions to mitigate potential dilution and manage cash payments above the principal amount of converted Notes. The option counterparties involved may enter into derivative transactions or purchase shares of the company's Class A common stock, potentially influencing market prices. These actions are aimed at optimizing the financial structure and market positioning of Intuitive Machines.