|
☒
|
Rule 13d-1(b)
|
|
☐
|
Rule 13d-1(c)
|
|
☐
|
Rule 13d-1(d)
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
|
CUSIP No. 46125A100
|
|
13G
|
|
1
|
|
NAMES OF REPORTING PERSONS
LMR Partners LLP
|
||||||||||||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||||||||||||||
3
|
|
SEC USE ONLY
|
||||||||||||||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,280,149 (1)(2)
|
|||||||||||||||
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,280,149 (1)(2)
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,149 (1)(2)
|
||||||||||||||||
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||||||||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% (1)(2)(3)
|
||||||||||||||||
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, IA
|
(1)
|
The above information is provided as of January 12, 2024. As of December 31, 2023, LMR Partners LLP had voting and dispositive power over 1,280,149 Class A Ordinary Shares, constituting
approximately 5.8% of the outstanding Class A Ordinary Shares, based on 21,027,892 Class A Ordinary Shares of Intuitive Machines, Inc. (the “Issuer”) outstanding as of November 8, 2023, as reported in the Issuer’s Form 424B3 filed with the
Securities and Exchange Commission (the “SEC”) on November 13, 2023.
|
(2)
|
Includes 1,106,539 Class A Ordinary Shares of the Issuer issuable upon the exercise of warrants.
|
(3)
|
Based on 25,735,759 Class A Ordinary Shares of the Issuer outstanding as of January 12, 2024, as reported in the Issuer’s Schedule 14C filed with the SEC on January 26, 2024.
|
CUSIP No. 46125A100
|
|
13G
|
|
1
|
|
NAMES OF REPORTING PERSONS
LMR Partners Limited
|
||||||||||||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||||||||||||||
3
|
|
SEC USE ONLY
|
||||||||||||||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,280,149 (1)(2)
|
|||||||||||||||
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,280,149 (1)(2)
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,149 (1)(2)
|
||||||||||||||||
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||||||||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% (1)(2)(3)
|
||||||||||||||||
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA
|
(1)
|
The above information is provided as of January 12, 2024. As of December 31, 2023, LMR Partners Limited had voting and dispositive power over 1,280,149 Class A Ordinary Shares,
constituting approximately 5.8% of the outstanding Class A Ordinary Shares, based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of November 8, 2023, as reported in the Issuer’s Form 424B3 filed with the SEC on November
13, 2023.
|
(2)
|
Includes 1,106,539 Class A Ordinary Shares of the Issuer issuable upon the exercise of warrants.
|
(3)
|
Based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of January 12, 2024, as reported in the Issuer’s Schedule 14C filed with the SEC on January 26, 2024.
|
CUSIP No. 46125A100
|
|
13G
|
|
1
|
|
NAMES OF REPORTING PERSONS
LMR Partners LLC
|
||||||||||||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||||||||||||||
3
|
|
SEC USE ONLY
|
||||||||||||||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,280,149 (1)(2)
|
|||||||||||||||
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,280,149 (1)(2)
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,149 (1)(2)
|
||||||||||||||||
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||||||||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% (1)(2)(3)
|
||||||||||||||||
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA
|
(1)
|
The above information is provided as of January 12, 2024. As of December 31, 2023, LMR Partners LLC had voting and dispositive power over 1,280,149 Class A Ordinary Shares, constituting
approximately 5.8% of the outstanding Class A Ordinary Shares, based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of November 8, 2023, as reported in the Issuer’s Form 424B3 filed with the SEC on November 13, 2023.
|
(2)
|
Includes 1,106,539 Class A Ordinary Shares of the Issuer issuable upon the exercise of warrants.
|
(3)
|
Based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of January 12, 2024, as reported in the Issuer’s Schedule 14C filed with the SEC on January 26, 2024.
|
CUSIP No. 46125A100
|
|
13G
|
|
1
|
|
NAMES OF REPORTING PERSONS
LMR Partners AG
|
||||||||||||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||||||||||||||
3
|
|
SEC USE ONLY
|
||||||||||||||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,280,149 (1)(2)
|
|||||||||||||||
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,280,149 (1)(2)
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,149 (1)(2)
|
||||||||||||||||
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||||||||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% (1)(2)(3)
|
||||||||||||||||
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA
|
(1)
|
The above information is provided as of January 12, 2024. As of December 31, 2023, LMR Partners AG had voting and dispositive power over 1,280,149 Class A Ordinary Shares, constituting
approximately 5.8% of the outstanding Class A Ordinary Shares, based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of November 8, 2023, as reported in the Issuer’s Form 424B3 filed with the SEC on November 13, 2023.
|
(2)
|
Includes 1,106,539 Class A Ordinary Shares of the Issuer issuable upon the exercise of warrants.
|
(3)
|
Based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of January 12, 2024, as reported in the Issuer’s Schedule 14C filed with the SEC on January 26, 2024.
|
CUSIP No. 46125A100
|
|
13G
|
|
1
|
|
NAMES OF REPORTING PERSONS
LMR Partners (DIFC) Limited
|
||||||||||||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||||||||||||||
3
|
|
SEC USE ONLY
|
||||||||||||||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Arab Emirates
|
||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,280,149 (1)(2)
|
|||||||||||||||
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,280,149 (1)(2)
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,149 (1)(2)
|
||||||||||||||||
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||||||||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% (1)(2)(3)
|
||||||||||||||||
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA
|
(1)
|
The above information is provided as of January 12, 2024. As of December 31, 2023, LMR Partners (DIFC) Limited had voting and dispositive power over 1,280,149 Class A Ordinary Shares,
constituting approximately 5.8% of the outstanding Class A Ordinary Shares, based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of November 8, 2023, as reported in the Issuer’s Form 424B3 filed with the SEC on November
13, 2023.
|
(2)
|
Includes 1,106,539 Class A Ordinary Shares of the Issuer issuable upon the exercise of warrants.
|
(3)
|
Based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of January 12, 2024, as reported in the Issuer’s Schedule 14C filed with the SEC on January 26, 2024.
|
CUSIP No. 46125A100
|
|
13G
|
|
1
|
|
NAMES OF REPORTING PERSONS
Ben Levine
|
||||||||||||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||||||||||||||
3
|
|
SEC USE ONLY
|
||||||||||||||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,280,149 (1)(2)
|
|||||||||||||||
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,280,149 (1)(2)
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,149 (1)(2)
|
||||||||||||||||
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||||||||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% (1)(2)(3)
|
||||||||||||||||
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
(1)
|
The above information is provided as of January 12, 2024. As of December 31, 2023, Ben Levine had voting and dispositive power over 1,280,149 Class A Ordinary Shares, constituting
approximately 5.8% of the outstanding Class A Ordinary Shares, based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of November 8, 2023, as reported in the Issuer’s Form 424B3 filed with the SEC on November 13, 2023.
|
(2)
|
Includes 1,106,539 Class A Ordinary Shares of the Issuer issuable upon the exercise of warrants.
|
(3)
|
Based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of January 12, 2024, as reported in the Issuer’s Schedule 14C filed with the SEC on January 26, 2024.
|
CUSIP No. 46125A100
|
|
13G
|
|
1
|
|
NAMES OF REPORTING PERSONS
Stefan Renold
|
||||||||||||||||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||||||||||||||
3
|
|
SEC USE ONLY
|
||||||||||||||||
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
||||||||||||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
||||||||||||||
|
6
|
|
SHARED VOTING POWER
1,280,149 (1)(2)
|
|||||||||||||||
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|||||||||||||||
|
8
|
|
SHARED DISPOSITIVE POWER
1,280,149 (1)(2)
|
|||||||||||||||
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,149 (1)(2)
|
||||||||||||||||
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||||||||||||||||
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% (1)(2)(3)
|
||||||||||||||||
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
(1)
|
The above information is provided as of January 12, 2024. As of December 31, 2023, Stefan Renold had voting and dispositive power over 1,280,149 Class A Ordinary Shares, constituting
approximately 5.8% of the outstanding Class A Ordinary Shares, based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of November 8, 2023, as reported in the Issuer’s Form 424B3 filed with the SEC on November 13, 2023.
|
(2)
|
Includes 1,106,539 Class A Ordinary Shares of the Issuer issuable upon the exercise of warrants.
|
(3)
|
Based on 21,027,892 Class A Ordinary Shares of the Issuer outstanding as of January 12, 2024, as reported in the Issuer’s Schedule 14C filed with the SEC on January 26, 2024.
|
Item 1(a).
|
NAME OF ISSUER:
|
Item 1(b).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
Item 2(a).
|
NAME OF PERSON FILING:
|
|
(i)
|
LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG and LMR Partners (DIFC) Limited (collectively, the “LMR Investment Managers”), which serve as the investment
managers to certain funds with respect to the Class A Ordinary Shares (as defined in Item 2(d)) held by a certain fund; and
|
|
(ii)
|
Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by a certain fund.
|
Item 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
Item 2(c).
|
CITIZENSHIP:
|
Item 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
Item 2(e).
|
CUSIP NUMBER:
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 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. 78c).
|
(b)
|
|
☐
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
|
☐
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
|
☐
|
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
|
☒
|
|
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
|
(f)
|
|
☐
|
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
(g)
|
|
☒
|
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
(h)
|
|
☐
|
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
(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).
|
(j)
|
|
☒
|
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
(k)
|
|
☐
|
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: investment adviser.
|
Item 4.
|
OWNERSHIP.
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
Item 10.
|
CERTIFICATION.
|