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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Intuitive Machines, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
09/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Advent International, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,495,514.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class is calculated based on 173,231,343 shares of Common Stock outstanding as of August 6, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on August 13, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Advent International GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,495,514.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percent of class is calculated based on 173,231,343 shares of Common Stock outstanding as of August 6, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on August 13, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Galileo TopCo, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,495,514.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent of class is calculated based on 173,231,343 shares of Common Stock outstanding as of August 6, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on August 13, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Intuitive Machines, Inc. | |
| (b) | Address of issuer's principal executive offices:
13467 Columbia Shuttle Street, Houston, TX 77059 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed by the entities listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Advent International, L.P., a Delaware limited partnership ("Advent LP");
(ii) Advent International GP, LLC, a Delaware limited liability company ("Advent GP," and together with Advent LP, the "Advent Entities"); and
(iii) Galileo TopCo, Inc., a Delaware corporation ("Galileo"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Advent Entities is c/o Advent International, L.P., Prudential Tower, 800 Boylston Street, Suite 3300, Boston, MA 02199.
The principal business address of Galileo is 1300 W. 120th Ave., Westminster, CO 80234. | |
| (c) | Citizenship:
See response to row 4 on each cover page hereto. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to row 9 on each cover page hereto.
The reported securities are directly held by Galileo after giving effect to a distribution for no consideration of all of the reported securities by its wholly owned subsidiary, Vantor Holdings Inc. The Advent Entities indirectly hold 78% of the equity in Galileo and, as such, control and beneficially own the reported securities directly held by Galileo. Accordingly, the Advent Entities, and Advent GP as the general partner of Advent LP, may be deemed to have voting and dispositive power over the reported securities directly held by Galileo.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13(d) and/or Section 13(g) of the Act or for any other purpose, the beneficial owner of any securities covered by this Statement, and such beneficial ownership is expressly disclaimed by the Reporting Persons. | |
| (b) | Percent of class:
See response to row 11 on each cover page hereto. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to row 5 on each cover page hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See response to row 6 on each cover page hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on each cover page hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on each cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated as of November 10, 2026, by and among the Reporting Persons. |
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share, of Intuitive Machines, Inc., and that this agreement may be included as an exhibit to such joint filing.
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Dated: November 10, 2026
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ADVENT INTERNATIONAL, L.P.
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By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
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/s/ Neil Crawford
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Name:
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Neil Crawford
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Title:
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Senior Director, Fund Administration
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ADVENT INTERNATIONAL GP, LLC
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/s/ Neil Crawford
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Name:
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Neil Crawford
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Title:
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Senior Director, Fund Administration
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GALILEO TOPCO, INC.
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/s/ Laurie Korneffel
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Name:
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Laurie Korneffel
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Title:
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Corporate Secretary
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