As filed with the United States Securities and Exchange Commission on October 12, 2022.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM S-4
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________________

Inflection Point Acquisition Corp.*
(Exact name of registrant as specified in its charter)

_______________________

_______________________

34 East 51st Street, 5th Floor
New York, New York 10022
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

_______________________

(212) 319-1309
(Name, address, including zip code and telephone number, including area code, of agent for service)

_______________________

Copies to:

_______________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

_________

*        Prior to the consummation of the Business Combination described herein, the Registrant intends to effect a deregistration under Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Inflection Point Acquisition Corp. (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “Intuitive Machines, Inc.”.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED OCTOBER 12, 2022

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
INFLECTION POINT ACQUISITION CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
AND
PROSPECTUS FOR 64,551,250 SHARES OF CLASS A COMMON STOCK
AND
23,332,500 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK OF
INFLECTION POINT ACQUISITION CORP.

(TO BE RENAMED “INTUITIVE MACHINES, INC.” FOLLOWING DOMESTICATION IN
THE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESS COMBINATION
DESCRIBED HEREIN)

The board of directors of Inflection Point Acquisition Corp., a Cayman Islands exempted company (“Inflection Point”), has unanimously approved the business combination between Inflection Point and Intuitive Machines, LLC, a Texas limited liability company (referred to herein prior to the Business Combination (as defined below) as “Intuitive Machines,” and, subsequent to the Business Combination, as “Intuitive Machines OpCo”), pursuant to which, (1) at the closing of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) and following the Domestication (as defined below), (a) Inflection Point will acquire equity securities and become the managing member of Intuitive Machines OpCo and (b) Inflection Point will issue voting equity securities without economic rights to the existing members of Intuitive Machines prior to the Closing (“Intuitive Machines Members”), pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, dated as of September 16, 2022, by and between Inflection Point and Intuitive Machines, attached to this proxy statement/prospectus as Annex A (the “Business Combination Agreement”), resulting in a combined company organized in an umbrella partnership C corporation (“Up-C”) structure, in which substantially all of the assets and the business of the combined company will be held by Intuitive Machines OpCo as more fully described elsewhere in this proxy statement/prospectus; (2) Inflection Point will domesticate (the “Domestication”) as a Delaware corporation in accordance with the Delaware General Corporation Law (“DGCL”), the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the amended and restated memorandum and articles of association of Inflection Point (as may be amended from time to time, the “Cayman Constitutional Documents”), (3) Intuitive Machines will change its jurisdiction from Texas to Delaware (the “Conversion”) and complete a recapitalization (the “Recapitalization”) whereby all outstanding equity securities of Intuitive Machines will be converted or exchanged into common units, options, and unvested earn out units, as applicable, and (4) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated (such transactions, together with the business combination and the Domestication, Conversion, and Recapitalization, the “Business Combination”). In connection with the Business Combination, Inflection Point will be renamed “Intuitive Machines, Inc.” (“New Intuitive Machines”).

Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents, each Inflection Point Class B ordinary share, par value $0.0001 per share (each an “Inflection Point Class B Ordinary Share”), then issued and outstanding will automatically convert into one Inflection Point Class A ordinary share, par value $0.0001 per share (each an “Inflection Point Class A Ordinary Share,” and together with the Inflection Point Class B Ordinary Shares, the “Inflection Point Ordinary Shares”). Immediately following such conversion, in connection with the Domestication, (a) each Inflection Point Class A Ordinary Share issued and outstanding immediately prior to the Domestication will remain outstanding and will automatically convert into one share of New Intuitive Machines Class A common stock, par value $0.0001 per share (collectively, the “New Intuitive Machines Class A Common Stock”), (b) each whole warrant to purchase one Inflection Point Class A Ordinary Share (each warrant, an “Inflection Point Warrant”) will automatically represent the right to purchase one share of New Intuitive Machines Class A Common Stock on the same terms as the Inflection Point Warrants (each a “New Intuitive Machines Warrant”) and (c) each of the units of Inflection Point (the “Inflection Point Units”) outstanding as of immediately prior to the Domestication will automatically be canceled and each holder will be entitled to one share of New Intuitive Machines Class A Common Stock and one-half of one New Intuitive Machines Warrant, per Inflection Point Unit. No fractional New Intuitive Machines Warrants will be issued upon such cancellation.

Concurrently with the Domestication and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval by Inflection Point’s shareholders, Inflection Point will adopt a certificate of incorporation (the “Proposed Certificate of Incorporation”) that, among other things, will implement a revised

class structure with the shares of New Intuitive Machines Class A Common Stock having one vote per share and economic rights, the shares of Class B common stock of New Intuitive Machines, par value $0.0001 per share, having one vote per share and no economic rights (collectively, the “New Intuitive Machines Class B Common Stock”) and the shares of Class C common stock of new Intuitive Machines, par value $0.0001 per share, having three votes per share and no economic rights (collectively, the “New Intuitive Machines Class C Common Stock” and the New Intuitive Machines Class A Common Stock, the New Intuitive Machines Class B Common Stock and New Intuitive Machines Class C Common Stock, collectively, the “New Intuitive Machines Common Stock”). The Proposed Certificate of Incorporation will also authorize the issuance of “blank check” preferred stock, par value $0.0001 per share, having such characteristics as the board may, from time to time, provide. The Inflection Point Board will adopt a Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative Convertible Preferred Stock, creating the Series A Preferred Stock (as defined below) having the characteristics described more fully elsewhere in this proxy statement/prospectus.

As a result of the Up-C structure, the business combination consideration to be received by Intuitive Machines Members will consist of securities of both Intuitive Machines OpCo having economic rights and New Intuitive Machines having voting rights but not economic rights, equal to a value of approximately $700,000,000 (the “Business Combination Consideration”). In particular, the Business Combination Consideration to be received by the Intuitive Machines Members will be an aggregate of (a) (i) 68,125,987 common units of Intuitive Machines OpCo (the “Intuitive Machines OpCo Common Units”), (ii) 1,874,013 options to purchase Intuitive Machines OpCo Common Units (the “Intuitive Machines OpCo Options”) and (iii) 10,000,000 unvested earn out units of, Intuitive Machines OpCo (the “Earn Out Units”) and (b) (i) 278 shares of New Intuitive Machines Class B Common Stock (excluding 1,874,013 shares of New Intuitive Machines Class B Common Stock reserved for issuance upon exercise of Intuitive Machines OpCo Options) and (ii) 68,125,709 shares of New Intuitive Machines Class C Common Stock (excluding 10,000,000 shares of New Intuitive Machines Class C Common Stock reserved for issuance upon vesting of the Earn Out Units).

Immediately prior to the Closing, Intuitive Machines will effectuate the Recapitalization whereby all outstanding equity securities of Intuitive Machines will be converted or exchanged into Intuitive Machines OpCo Common Units, Intuitive Machines OpCo Options and Earn Out Units. As part of the Recapitalization, each outstanding option of Intuitive Machines, whether vested or unvested, will become an Intuitive Machine OpCo Option with substantially the same terms and conditions as applicable to such option immediately prior to the Recapitalization (including expiration date, vesting conditions and exercise provisions), except that each such Intuitive Machines OpCo Option shall be exercisable for Intuitive Machines OpCo Common Units.

At Closing,

(a)     New Intuitive Machines will issue or cause to be issued (i) 278 shares of New Intuitive Machines Class B Common Stock to the Intuitive Machines Members (other than the Intuitive Machines Founders) (as defined below)), and (ii) 68,125,709 shares of New Intuitive Machines Class C Common Stock to Kamal Ghaffarian, Stephen Altemus and Timothy Crain (the “Intuitive Machines Founders”), in each case in exchange for payment from Intuitive Machines Members to New Intuitive Machines of a per-share price equal to the par value per share of the New Intuitive Machines Class B Common Stock or New Intuitive Machines Class C Common Stock, as applicable (such consideration, the “Member Subscription Amount”), and will reserve (i) 1,874,013 shares of New Intuitive Machines Class B Common Stock for issuance upon exercise of Intuitive Machines OpCo Options and (ii) 10,000,000 shares of New Intuitive machines Class B Common Stock for issuance upon vesting of the Earn Out Units;

(b)     New Intuitive Machines will contribute to Intuitive Machines OpCo, an amount in cash (the “Available Closing Cash”) equal to, as of immediately prior to the Closing, the sum of (without duplication): (a) all amounts in the Trust Account, less (i) amounts required for the redemptions of Public Shares (as defined herein) by holders of such Public Shares (“Public Shareholders”) and (ii) transaction expenses of Intuitive Machines and Inflection Point, plus (b) the aggregate proceeds actually received by New Intuitive Machines from the Series A Investment (as defined herein), plus (c) the aggregate proceeds, if any, actually received by Inflection Point or New Intuitive Machines from the sale of shares of New Intuitive Machines Class A Common Stock, one or more series of preferred stock, or convertible debt securities in a private placement consummated prior to or substantially concurrently with the Closing, plus (d) all other cash and cash equivalents of New Intuitive Machines, determined in accordance with GAAP as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date plus (e) the Member Subscription Amount (as defined in

the Business Combination Agreement) in exchange for (w) a number of Intuitive Machines OpCo Common Units equal to the number of shares of New Intuitive Machines Class A Common Stock outstanding as of the Closing; (x) a number of warrants of Intuitive Machines OpCo (the “Intuitive Machines OpCo Warrants”) equal to the number of New Intuitive Machines Warrants outstanding as of the Closing; (y) a number of Series A preferred units of Intuitive Machines OpCo (the “Intuitive Machines OpCo Series A Units”) equal to the number of shares of Series A Preferred Stock (as defined below) outstanding as of the Closing and (z) a number of Intuitive Machines OpCo preferred investor warrants (the “Intuitive Machines OpCo Preferred Investor Warrants”) equal to the number of Preferred Investor Warrants (as defined below) delivered to the Series A Investors (as defined below) at the Closing;

(c)     New Intuitive Machines will automatically be admitted as the managing member of Intuitive Machines OpCo in accordance with the terms of the second amended and restated limited liability company agreement of Intuitive Machines OpCo to be adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex G (the “Second A&R Operating Agreement”); and

(d)     the 10,000,000 Earn Out Units received by the applicable Intuitive Machines Members will be subject to vesting and will be earned, released and delivered upon satisfaction of the following milestones: (i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the OMES III Contract by NASA (“Triggering Event I”)), (ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I occurs and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-A”), (iii) 7,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has not occurred and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-B”), and (iv) 2,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event III occurs the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $17.50 per share (“Triggering Event III”), provided, that Triggering Event II-A and Triggering Event II-B may not both be achieved. “Earn Out Period” means (i) with respect to Triggering Event I, the time period beginning on September 16, 2022 and ending at 11:59 pm ET on December 31, 2023, and (ii) with respect to Triggering Event II-A, Triggering Event II-B and Triggering Event III, the time period beginning on the date that is 150 days following the Closing Date and ending on the date that is the five (5) year anniversary of the Closing Date. If a Change of Control (as defined in the Business Combination Agreement) occurs during the Earn Out Period that results in the holders of New Intuitive Machines Class A Common Stock receiving a per share price greater than or equal to $15.00 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, to the extent not previously triggered, then Triggering Event II-A or Triggering Event II-B will be deemed to have occurred, as applicable, and the applicable Earn Out Units shall vest. Upon the vesting of any Earn Out Units, each applicable Intuitive Machines Member will be issued an equal number of shares of New Intuitive Machines Class C Common Stock, in exchange for the payment to New Intuitive Machines of adequate consideration (in each case, not to exceed a per-share price equal to the par value per share of such New Intuitive Machines Class C Common Stock).

After the expiration of the Lock-Up Period (as defined below), holders of certain Intuitive Machines OpCo Common Units will be permitted to exchange such Intuitive Machines OpCo Common Units (along with the cancellation of the paired share of New Intuitive Machines Class B Common Stock or share of New Intuitive Machines Class C Common Stock) for shares of New Intuitive Machines Class A Common Stock on a one-for-one basis pursuant to the Second A&R Operating Agreement (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or, at the election of New Intuitive Machines (determined by a majority of the directors of New Intuitive Machines who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale.

Upon the vesting of any Earn Out Units, each of the applicable Intuitive Machines Members will be issued (i) by Intuitive Machines OpCo an equal number of Intuitive Machines OpCo Common Units and (ii) by New Intuitive Machines an equal number of shares of New Intuitive Machines Class C Common Stock, in exchange for surrender of the applicable Earn Out Units and the payment to New Intuitive Machines of a per-share price equal to the par value per share of the New Intuitive Machines Class C Common Stock. Upon the exercise of any Intuitive Machines OpCo

Option, (i) Intuitive Machines OpCo will issue to the exercising holder such number of Intuitive Machines OpCo Common Units to be received by such exercising holder as a result of such exercise and (ii) New Intuitive Machines will issue to the exercising holder an equal number of shares of New Intuitive Machines Class B Common Stock, in exchange for the payment to New Intuitive Machines of a per-share price equal to the par value per share of the New Intuitive Machines Class B Common Stock.

Concurrently with the execution of the Business Combination Agreement, on September 16, 2022, Inflection Point entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (collectively, the “Series A Investors”), pursuant to which the Series A Investors have agreed to purchase approximately $26.0 million (the “Series A Investment”) of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of New Intuitive Machines (“Series A Preferred Stock”) and warrants exercisable to purchase shares of New Intuitive Machines Class A Common Stock at an initial exercise price of $15.00 (the “Preferred Investor Warrants”).

The Inflection Point Units, Inflection Point Class A Ordinary Shares and Inflection Point Warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “IPAXU,” “IPAX” and “IPAXW,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, Inflection Point is required to cause the New Intuitive Machines Class A Common Stock issued as consideration to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Further, it is a condition to the consummation of the Series A Investment that the New Intuitive Machines Class A Common Stock be approved for listing on Nasdaq. Following the Closing, the New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants will be listed, subject to Nasdaq approval, under the proposed symbols “LUNR” and “LUNRW”, respectively. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement and by the Series A Investors. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the New Intuitive Machines securities would not be listed on any nationally recognized securities exchange.

New Intuitive Machines will be a “controlled company” under Nasdaq listing standards. As a result, New Intuitive Machines will not be required to comply with certain corporate governance standards that are applicable to companies that are not controlled companies. For example, as permitted by Nasdaq rules, it is expected that following the Closing, a majority of the New Intuitive Machines Board and the Compensation and Nominating and Corporate Governance Committees will not be comprised of independent directors.

In connection with Inflection Point’s initial public offering (“IPO”), Inflection Point’s sponsor, Inflection Point Holdings LLC (the “Sponsor”), and Inflection Point’s directors and executive officers entered into letter agreements to vote their Inflection Point Ordinary Shares in favor of the Business Combination Proposal (as defined herein). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with Inflection Point Intuitive Machines, dated as of September 16, 2022 (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owns approximately 20% of the total outstanding Inflection Point Ordinary Shares. In addition, although it is not required to do so, Kingstown 1740 Fund L.P. (“Kingstown 1740”), an affiliate of the Sponsor and a series A investor, has advised us that it intends to vote all Public Shares it holds in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and Kingstown 1740 own approximately 27% of the issued and outstanding Inflection Point Ordinary Shares.

This proxy statement/prospectus covers (A) 64,551,250 shares of New Intuitive Machines Class A Common Stock (including shares that are to be issued or may be issuable (i) upon the conversion of Inflection Point Ordinary Shares into New Intuitive Machines Class A Common Stock and (ii) upon the exercise of the New Intuitive Machines Warrants and (B) 23,332,500 New Intuitive Machines Warrants.

Inflection Point will hold an extraordinary general meeting (the “extraordinary general meeting”) to consider matters relating to the Business Combination at            , Eastern Time, on            , 202            at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at             . For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You or your proxyholder will be able to attend and vote at the extraordinary general meeting in-person or online by visiting              and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

If you have any questions or need assistance voting your Inflection Point Ordinary Shares, please contact             , our proxy solicitor, by calling             , or banks and brokers can call collect at             , or by emailing             . The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at             .

This proxy statement/prospectus provides shareholders of Inflection Point with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Inflection Point. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. It also contains or references information about Inflection Point, Intuitive Machines and New Intuitive Machines and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, when you consider the recommendation regarding these proposals by the board of directors of Inflection Point, you should keep in mind that the Sponsor and Inflection Point’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a shareholder. For instance, the Sponsor and Inflection Point’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Inflection Point. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 54 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated             , 202  , and is first being mailed to Inflection Point’s shareholders on or about             , 202  .

INFLECTION POINT ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 370743)
34 East 51st Street, 5th Floor
New York, New York 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON             

TO THE SHAREHOLDERS OF INFLECTION POINT ACQUISITION CORP.:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Inflection Point Acquisition Corp., a Cayman Islands exempted company (“Inflection Point”), to be held at             , New York City time, on             , 202   at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at             . The extraordinary general meeting will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve by ordinary resolution the Business Combination Agreement, dated as of September 16, 2022 (as the same may be amended, the “Business Combination Agreement”), by and between Inflection Point and Intuitive Machines, LLC, a Texas limited liability company (“Intuitive Machines”), pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below), (a) Inflection Point will acquire equity securities of and become the managing member of Intuitive Machines OpCo and (b) Inflection Point will issue voting equity securities without economic rights to the members of Intuitive Machines prior to the Closing (“Intuitive Machines Members”) (such transactions and the Domestication (as defined below) together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), resulting in a combined company organized in an umbrella partnership C corporation (“Up-C”) structure in which substantially all of the assets and the business of the combined company will be held by Intuitive Machines OpCo as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve, by special resolution, a change in the corporate structure and domicile of Inflection Point, which will be accomplished by continuation of Inflection Point from an exempted company incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected at least one day prior to the Closing by Inflection Point filing a certificate of corporate domestication and the proposed new certificate of incorporation of New Intuitive Machines (the “Proposed Certificate of Incorporation”) with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Inflection Point will become a Delaware corporation and will change its corporate name to “Intuitive Machines, Inc.” (Inflection Point following the Domestication and the Business Combination, “New Intuitive Machines”) and all outstanding securities of Inflection Point will convert to outstanding securities of New Intuitive Machines, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.”

Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a) and (b), the issuance of New Intuitive Machines Common Stock and securities convertible into or exercisable for New Intuitive Machines Common Stock (i) to the Series A Investors pursuant to the Series A Investment (each as defined in the accompanying proxy statement/prospectus), (ii) to the Intuitive Machines Members pursuant to the Business Combination Agreement and (iii) to any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing. We refer to this proposal as the “Stock Issuance Proposal”.

Proposal No. 4 — Organizational Documents Proposal — To consider and vote upon a proposal to approve by special resolution the Proposed Certificate of Incorporation and the proposed new by-laws (the “Proposed By-Laws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of New Intuitive Machines in connection with the Business Combination. We refer to this proposal as the “Organizational Documents Proposal”. The form of each of the Proposed Certificate of Incorporation and the Proposed By-Laws is attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively.

Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following seven separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

Advisory Organizational Documents Proposal 5A — Under the Proposed Organizational Documents, New Intuitive Machines would be authorized to issue (A)            shares of Class A common stock, par value $0.0001 per share (“New Intuitive Machines Class A Common Stock”), (B)            shares of Class B common stock, par value $0.0001 per share (“New Intuitive Machines Class B Common Stock”), (C)            shares of Class C common stock, par value $0.0001 per share (“New Intuitive Machines Class C Common Stock”), and (D)            shares of New Intuitive Machines Preferred Stock, par value $0.0001 per share.

Advisory Organizational Documents Proposal 5B — The Proposed Organizational Documents would authorize a multiple class common stock structure pursuant to which the holders of New Intuitive Machines Class A Common Stock and New Intuitive Machines Class B Common Stock will be entitled to one vote per share and holders of New Intuitive Machines Class C Common Stock will be entitled to three votes per share.

Advisory Organizational Documents Proposal 5C — The Proposed Organizational Documents would adopt a provision providing that each outstanding share of New Intuitive Machines Class C Common Stock shall automatically convert into one share of New Intuitive Machines Class B Common Stock upon the earliest to occur of (i) the date that is seven years from the effectiveness of the Proposed Certificate of Incorporation and (ii) the first date when the Permitted Class C Owners (as defined in the Proposed Certificate of Incorporation) collectively cease to own at least 33.0% of the number of shares of New Intuitive Machines Class C Common Stock collectively held by them as of immediately following the Closing.

Advisory Organizational Documents Proposal 5D — The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Advisory Organizational Documents Proposal 5E — The Proposed Certificate of Incorporation would require the affirmative vote of at least two-thirds of the voting power of the outstanding New Intuitive Machines Common Stock to amend, alter, repeal or rescind any provision of the Proposed Certificate of Incorporation, other than Articles I (Name), II (Registered Address), and III (Nature of Business), which would require the affirmative vote of a majority of the voting power of the outstanding New Intuitive Machines Common Stock.

Advisory Organizational Documents Proposal 5F — The Proposed Organizational Documents would permit the removal of a director only for cause and only by the affirmative vote of the holders of a majority of at least two-thirds of the total voting power of all then-outstanding shares of New Intuitive Machines.

Advisory Organizational Documents Proposal 5G — The Proposed Organizational Documents would provide that for so long as New Intuitive Machines qualifies as a controlled company under applicable Nasdaq rules, any action required or permitted to be taken by the holders of New Intuitive Machines Common Stock may be taken without a meeting if signed by the holders having not less than the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted in compliance with the General Corporation Law of the State of Delaware (the “DGCL”). From and after the date that New Intuitive Machines ceases to qualify as a controlled company, the Proposed Organizational Documents will require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.

Proposal No. 6 — The Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the New Intuitive Machines Incentive Plan. We refer to this proposal as the “Incentive Plan Proposal”.

Proposal No. 7 — The Director Election Proposal — To consider and vote upon a proposal to approve by ordinary resolution the election of            directors to serve on the New Intuitive Machines board of directors until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal” and collectively with the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal and the Incentive Plan Proposal, the “Condition Precedent Proposals”)).

Proposal No. 8 — The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting. We refer to this proposal as the “Adjournment Proposal”.

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of Inflection Point Ordinary Shares at the close of business on            (the “Record Date”) are entitled to notice of and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting. Pursuant to the Cayman Constitutional Documents, the approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Class B Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The holders of Inflection Point Class A Ordinary Shares will have no right to vote on the Domestication Proposal.

The approval of each of the Organizational Documents Proposal and the Advisory Organizational Documents Proposals requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting.

The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting.

The accompanying proxy statement/prospectus and proxy card are being provided to Inflection Point’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Inflection Point’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 54 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Inflection Point (the “Inflection Point Board”) has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Inflection Point’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the Inflection Point Board, you should keep in mind that Inflection Point’s sponsor, Inflection Point Holdings LLC (the “the Sponsor”) and Inflection Point’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor and Inflection Point’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Inflection Point. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the A&R Registration Rights Agreement, the Sponsor Support Agreement, the Member Voting and Support Agreement, the Series A Purchase Agreement, the Preferred Investor Warrants, the Sponsor Lock-Up Agreement, the Intuitive Machines Lock-Up Agreement, the Non-Redemption Agreement, the Cantor Purchase Agreement and the Cantor Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal — Related Agreements” and “Certain Relationships and Related Person Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Cayman Constitutional Documents, a holder of Public Shares (as defined herein) (a “Public Shareholder”) may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     (a) hold Public Shares or (b) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Public Warrants (as defined below) prior to exercising your redemption rights with respect to the Public Shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Inflection Point’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that New Intuitive Machines redeem all or a portion of your Public Shares for cash; and

(iii)   deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to Continental, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on              (two business days prior to the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, New Intuitive Machines will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of June 30, 2022, this would have amounted to approximately $10.02 per Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the Inflection Point Class A Ordinary Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Inflection Point cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is two business days prior to the scheduled date of the extraordinary general meeting, and, thereafter, with our consent, until the Domestication. If a holder of Public Shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that Inflection Point instruct Continental to return the shares (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in the accompanying proxy statement/prospectus. See “Extraordinary General Meeting of Inflection Point — Redemption Rights” of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Upon the Closing, New Intuitive Machines will be organized in an umbrella partnership-C corporation (or “Up-C”) structure in which substantially all of the assets and the business of New Intuitive Machines will continue to be held by Intuitive Machines, LLC (referred to herein, subsequent to the Business Combination, as “Intuitive Machines OpCo”) and its subsidiaries, and New Intuitive Machines’ only direct assets will consist of securities of Intuitive Machines OpCo. Assuming there are no redemptions in connection with the Business Combination, upon the Closing, New Intuitive Machines is expected to own approximately 39.4% of the units of Intuitive Machines OpCo (the “Intuitive Machines OpCo Common Units”) and will be the managing member of Intuitive Machines OpCo. All remaining Intuitive Machines OpCo Common Units will be owned by the existing Intuitive Machines Members.

The Sponsor and each director and officer of Inflection Point have agreed to, among other things, vote in favor of the Business Combination, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Inflection Point Ordinary Shares held by them. The Inflection Point Class B Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately 20% of the issued and outstanding Inflection Point Ordinary Shares and the Sponsor and its affiliate, Kingstown 1740 Fund L.P. (“Kingstown 1740”), collectively own approximately 27% of the issued and outstanding Inflection Point Ordinary Shares.

On September 16, 2022, concurrently with the execution of the Business Combination Agreement, Inflection Point entered into a purchase agreement (the “Series A Purchase Agreement”) with Kingstown 1740 (an existing security holder of Inflection Point and an affiliate of the Sponsor) and Ghaffarian Enterprises, LLC (an affiliate of Kamal Ghaffarian) (collectively, the “Series A Investors”), pursuant to which, and on the terms and subject to the conditions of which, New Intuitive Machines will issue and sell to the Series A Investors (i) an aggregate of 26,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) which will be convertible into shares of New Intuitive Machines Class A Common Stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) to be adopted by the Inflection Point Board following the Domestication and immediately prior to the Closing and (ii) warrants to purchase 541,667 shares of New Intuitive Machines Class A Common Stock at an initial exercise price of $15.00 per share, subject to adjustment (the “Preferred Investor Warrants”) in accordance with the terms of the Preferred Investor Warrants. Subject to shareholder approval of the proposals in the accompanying proxy statement/prospectus and certain other customary conditions to closing, the Series A Investment will be consummated following the Domestication but immediately prior to the Closing.

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by Inflection Point’s shareholders of the Condition Precedent Proposals, (ii) the approval of the Business Combination Agreement and the Business Combination by the Intuitive Machines Members, (iii) Inflection Point having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon the Closing, (iv) the registration statement of which the accompanying proxy statement/prospectus forms a part becoming effective, (v) approval of the listing of the New Intuitive Machines Class A Common Stock on Nasdaq, subject to satisfaction of the round lot holders requirement for initial listing, (vi) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement, (vii) the completion of the Domestication, (viii) that Kingstown 1740 shall not have exercised redemption rights with respect to its 2,900,000 Inflection Point Class A Ordinary Shares, (ix) the completion of the Conversion and Recapitalization, (x) the absence of an Intuitive Machines Material Adverse Effect or an Inflection Point Material Adverse Effect (each as defined in the accompanying proxy statement/prospectus) and (xi) the substantially simultaneous closing of the Series A Investment. We cannot assure you as to whether these conditions will be satisfied or waived.

The Inflection Point Units, Inflection Point Class A Ordinary Shares and Inflection Point Warrants (each as defined in the accompanying proxy statement/prospectus) are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “IPAXU,” “IPAX” and “IPAXW,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, Inflection Point is required to cause the New Intuitive Machines Class A Common Stock issued as consideration to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless

the listing condition is waived by the parties to the Business Combination Agreement. Further, it is a condition to the consummation of the Series A Investment that the New Intuitive Machines Class A Common Stock be approved for listing on Nasdaq. Following the Closing, New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants will be listed, subject to Nasdaq approval, under the proposed symbols “LUNR” and “LUNRW”, respectively. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement and by the Series A Investors. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the New Intuitive Machines securities would not be listed on any nationally recognized securities exchange.

New Intuitive Machines will be a “controlled company” under Nasdaq listing standards. As a result, New Intuitive Machines will not be required to comply with certain corporate governance standards that are applicable to companies that are not controlled companies. For example, as permitted by Nasdaq rules, it is expected that following the Closing, a majority of the New Intuitive Machines Board and the Compensation and Nominating and Corporate Governance Committees will not be comprised of independent directors.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting or any adjournment thereof. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO CONTINENTAL THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND DELIVER YOUR PUBLIC SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

REFERENCES TO ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus or other information concerning Inflection Point, without charge, by written request Inflection Point’s Co-Chief Executive Officer, Michael Blitzer, at 34 East 51st Street, 5th Floor, New York, New York 10022; or             , our proxy solicitor, by calling             , or banks and brokers can call collect at             , or by emailing             , or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of Inflection Point to be held on            , 202    , you must request the information no later than five business days prior to the date of the extraordinary general meeting, by            , 202    .

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Inflection Point” refer to Inflection Point Acquisition Corp. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter, subject to shareholder approval, will be a corporation incorporated under the laws of the State of Delaware). Following the Domestication, Inflection Point will be renamed “Intuitive Machines, Inc.” Inflection Point, following the Domestication, is referred to in this document as New Intuitive Machines, and Intuitive Machines, following the Closing, is referred to in this document as Intuitive Machines OpCo.

In this document:

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among Inflection Point, the Sponsor, certain Intuitive Machines Members and certain other parties thereto upon the completion of the Business Combination. A form of the A&R Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex E.

“Adjournment Proposal” means the proposal to be considered at the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Inflection Point that more time is necessary or appropriate to approve one or more proposals at the extraordinary general meeting.

“Advisory Organizational Documents Proposals” means the seven proposals to be considered at the extraordinary general meeting to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents.

“Basis Adjustments” means the tax basis adjustments expected to be obtained by New Intuitive Machines resulting from (a) any future redemptions or exchanges of Intuitive Machines OpCo Common Units from the Intuitive Machines Members, (b) certain distributions (or deemed distributions) by Intuitive Machines OpCo, and (c) payments made under the Tax Receivable Agreement.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of September 16, 2022, by and between Inflection Point and Intuitive Machines, as it may be amended and supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Existing Basis” means the tax basis obtained by New Intuitive Machines in connection with the Business Combination as a result of existing tax basis in certain assets of Intuitive Machines OpCo and certain of its direct or indirect subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service.

“Business Combination Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Business Combination.

“Cantor” means Cantor Fitzgerald & Co.

“Cantor Purchase Agreement” means that certain common stock purchase agreement, dated September 16, 2022, by and between Inflection Point and CF Principal Investments LLC (“CFPI”).

“Cantor Registration Rights Agreement” means that certain registration rights agreement, dated September 16, 2022, by and between Inflection Point and CFPI.

“Cayman Constitutional Documents” means Inflection Point’s Amended and Restated Memorandum and Articles of Association, as amended from time to time.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date the Closing Occurs.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Incentive Plan Proposal and the Director Election Proposal.

“Continental” means Continental Stock Transfer & Trust Company.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Election Proposal” means the proposal to be considered at the extraordinary general meeting to elect              directors to serve on the New Intuitive Machines Board until their respective successors are duly elected and qualified.

“Domestication” means the continuation of Inflection Point by way of domestication of Inflection Point into a Delaware corporation under the applicable provisions of the Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Certificate of Incorporation (as attached hereto at Annex C) consistent with the DGCL and changing the name and registered office of Inflection Point.

“Domestication Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Domestication.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Earn Out Units” means the units of the Intuitive Machines OpCo designated as “Unvested Earn Out Units” under the Second A&R Operating Agreement after the consummation of the Recapitalization.

“Equity Facility” means the equity facility under which shares of newly issued New Intuitive Machines Class A Common Stock may be sold to CFPI by New Intuitive Machines pursuant to the Cantor Purchase Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Existing Basis” means the tax basis in certain assets of Intuitive Machines OpCo and certain of its direct or indirect subsidiaries (including assets that will eventually be subject to depreciation or amortization once placed in service) that is obtained by New Intuitive Machines in connection with and is attributable to an Intuitive Machines OpCo Common Unit exchanged or redeemed by a TRA Holder.

“Existing Basis” means the Exchange Existing Basis and Business Combination Existing Basis.

“extraordinary general meeting” means the extraordinary general meeting of Inflection Point’s shareholders, to be held at        a.m. Eastern Time on        at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020 and virtually at             , and any adjournments or postponements thereof.

“Founder Shares” means the 8,243,750 currently outstanding Inflection Point Class B Ordinary Shares owned by the Sponsor.

“GAAP” means U.S. generally accepted accounting principles.

“Insiders” means the Sponsor, each director of Inflection Point and each officer of Inflection Point.

“Insider Letter” means Inflection Point’s letter agreements with its Sponsor, directors and officers, dated September 21, 2021 and September 21, 2022, containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Warrants, indemnification of the Trust Account, voting obligations, waiver of redemption rights and participation in liquidation distributions from the Trust Account.

“Interest Deductions” means deductions attributable to imputed interest and other payments of interest by New Intuitive Machines pursuant to the Tax Receivable Agreement.

“IPO” means Inflection Point’s initial public offering of the Inflection Point Units, Inflection Point Class A Ordinary Shares and Inflection Point Warrants pursuant to registration statements on Form S-1 declared effective by the SEC on September 21, 2021 (SEC File No. 333-253963). On September 24, 2021, Inflection Point completed the sale of 30,000,000 Inflection Point Units in its initial public offering and on October 29, 2021, Inflection Point completed the sale of an additional 2,975,000 Inflection Point Units as part of its initial public offering in connection with the underwriters partial exercise of their over-allotment option.

“Incentive Plan Proposal” means the proposal to be considered at the extraordinary general meeting to approve the New Intuitive Machines Incentive Plan.

“Inflection Point” means Inflection Point Acquisition Corp. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware).

“Inflection Point Board” means the board of directors of Inflection Point.

“Inflection Point Class A Ordinary Shares” means the Class A ordinary shares of Inflection Point, par value $0.0001 per share.

“Inflection Point Class B Ordinary Shares” means the Class B ordinary shares of Inflection Point, par value $0.0001 per share.

“Inflection Point Ordinary Shares” means, collectively, the Inflection Point Class A Ordinary Shares and the Inflection Point Class B Ordinary Shares.

“Inflection Point Units” means the units sold in the IPO (including pursuant to the overallotment option), each consisting of one Inflection Point Class A Ordinary Share and one-half of one Public Warrant.

“Inflection Point Warrant” means a redeemable warrant exercisable for an Inflection Point Class A Ordinary Share.

“Intuitive Machines” means Intuitive Machines, LLC prior to the Closing.

“Intuitive Machines Founders” means each of Kamal Ghaffarian, Steven Altemus and Timothy Crain and their permitted transferees.

“Intuitive Machines Lock-Up Agreement” means the lock-up agreement to be entered into by and between New Intuitive Machines and certain Intuitive Machines Members (the “Lock-Up Holders”) at Closing, pursuant to which the Lock-Up Holders will not agree not to, transfer (a) any shares of New Intuitive Machines Class A Common Stock, (b) any shares of New Intuitive Machines Class A Common Stock issuable upon exercise of such options to purchase shares of New Intuitive Machines Class A Common Stock held immediately after the consummation of the Business Combination, or (c) any securities convertible into, or exercisable, redeemable or exchangeable for, New Intuitive Machines Class A Common Stock held by such holder immediately after the consummation of the Business Combination, subject to customary exceptions.

“Intuitive Machines Members” means all members of Intuitive Machines prior to the Closing.

“Intuitive Machines OpCo” means Intuitive Machines, LLC following the Closing.

“Intuitive Machines OpCo Common Units” means an interest in Intuitive Machines OpCo designated as a “Common Unit” and having the rights and obligations specified with respect to the Common Units in the Second A&R Operating Agreement.

“Intuitive Machines OpCo Warrants” means warrants to purchase Intuitive Machines OpCo Common Units with terms substantially similar to the New Intuitive Machines Warrants.

“Intuitive Machines OpCo Investor Warrants” means warrants to purchase Intuitive Machines OpCo Common Units with terms substantially similar to the Preferred Investor Warrants.

“Intuitive Machines OpCo Options” means certain interests in Intuitive Machines OpCo, which, after giving effect to the Recapitalization give certain persons (as set out in the Second A&R Operating Agreement) the right to purchase a certain number of Intuitive Machines OpCo Common Units, subject to the terms and conditions of the Second A&R Operating Agreement.

“Intuitive Machines OpCo Series A Units” means certain interests in Intuitive Machines OpCo designated as a “Series A Preferred Unit” and having the rights and obligations specified with respect to the Series A Preferred Units in the Second A&R Operating Agreement.

“Member Voting and Support Agreement” means that certain Member Voting and Support Agreement, dated as of September 16, 2022 (as it may be amended or supplemented from time to time), by and between Inflection Point, Intuitive Machines and the Intuitive Machines Founders.

“NASA” means the National Aeronautics and Space Administration.

“Nasdaq” means the Nasdaq Stock Market LLC.

“New Intuitive Machines” means Inflection Point following the Domestication (which will be renamed “Intuitive Machines, Inc.”).

“New Intuitive Machines Board” means the board of directors of New Intuitive Machines subsequent to the Closing.

“New Intuitive Machines Class A Common Stock” means the Class A common stock of New Intuitive Machines, par value $0.0001 per share, which entitles the holder to one vote per share.

“New Intuitive Machines Class B Common Stock” means the Class B common stock of New Intuitive Machines, par value $0.0001 per share, which entitles the holder to one vote per share but carries no economic rights.

“New Intuitive Machines Class C Common Stock” means the Class C common stock of New Intuitive Machines, par value $0.0001 per share, which entitles the holder to three votes per share but carries no economic rights.

“New Intuitive Machines Common Stock” means, collectively, all shares of the New Intuitive Machines Class A Common Stock, New Intuitive Machines Class B Common Stock and New Intuitive Machines Class C Common Stock.

“New Intuitive Machines Incentive Plan” means the New Intuitive Machines Incentive Plan, which will become effective upon the Closing. A copy of the New Intuitive Machines Incentive Plan is attached to this proxy statement/prospectus as Annex F.

“New Intuitive Machines Preferred Stock” means the preferred stock of New Intuitive machines, par value $0.0001 per share.

“New Intuitive Machines Warrant” means a redeemable warrant exercisable for one share of New Intuitive Machines Class A Common Stock.

“Non-Redemption Agreement” means the Non-Redemption Agreement, dated as of September 16, 2022, by and among Inflection Point, Intuitive Machines and Kingstown 1740, pursuant to which Kingstown 1740 agreed not to redeem the 2,900,000 Inflection Point Class A Ordinary Shares held by it.

“Organizational Documents Proposal” means the proposal to be considered at the extraordinary general meeting to approve by special resolution the Proposed Certificate of Incorporation and the Proposed By-Laws. A copy of each of the Proposed Certificate of Incorporation and the Proposed By-Laws is attached to this proxy statement/prospectus as Annex C and Annex D, respectively.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

“Private Placement Warrants” means the 6,845,000 Inflection Point Warrants, each exercisable for one Inflection Point Class A Ordinary Share at $11.50 per share, purchased by the Sponsor for a purchase price of $6,845,000, or $1.00 per warrant in a private placement that closed simultaneously with the IPO.

“Proposed By-Laws” mean the proposed by-laws of New Intuitive Machines to be in effect following the Domestication and Business Combination, a form of which is attached to this proxy statement/prospectus as Annex D.

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of New Intuitive Machines to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex C.

“Proposed Organizational Documents” means the Proposed Certificate of Incorporation and the Proposed By-Laws.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the Inflection Point Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the Inflection Point Unit or thereafter in the open market).

“Public Warrant Holders” means the holders of the Public Warrants.

“Public Warrants” means the Inflection Point Warrants included in the Inflection Point Units sold in the IPO (whether they were purchased in the IPO as part of the Inflection Point Unit or thereafter in the open market).

“Record Date” means         .

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Cayman Constitutional Documents (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with the Cayman Constitutional Documents.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Second A&R Operating Agreement” means the second amended and restated limited liability company agreement of Intuitive Machines OpCo to be adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex G.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Series A Investment” means the purchase by the Series A Investors of the Series A Preferred Stock and Preferred Investor Warrants pursuant to the Series A Purchase Agreement.

“Series A Investors” means Kingstown 1740 (an existing security holder of Inflection Point and an affiliate of the Sponsor) and Ghaffarian Enterprises, LLC (an affiliate of Kamal Ghaffarian, an Intuitive Machines Founder).

“Series A Preferred Stock” means the 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of New Intuitive Machines.

“Series A Purchase Agreement” means the Securities Purchase Agreement, dated as of September 16, 2022, by and among Inflection Point and the Series A Investors, pursuant to, and on the terms and subject to the conditions of which, New Intuitive Machines will issue and sell (i) an aggregate of 26,000 shares of Series A Preferred Stock and (ii) Preferred Investor Warrants to warrants to purchase 541,667 shares of New Intuitive Class A Common Stock at an initial exercise price of $15.00 per share, subject to adjustment. A copy of the Series A Purchase Agreement is attached to this proxy statement/prospectus as Annex H.

“Shareholder Proposals” means, collectively, (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Incentive Plan Proposal, (g) the Director Election Proposal, and (h) the Adjournment Proposal, if presented.

“Sponsor” means Inflection Point Holdings LLC, a Cayman Islands limited liability company.

“Sponsor Lock-Up Agreement” means the lock-up agreement to be entered into by and between New Intuitive Machines and the Sponsor at Closing, pursuant to which the Sponsor will not agree not to, transfer (i) the shares of New Intuitive Machines Class A Common Stock received upon conversion of the Founder Shares for six months following the Closing and (ii) the New Intuitive Machines Warrants received upon conversion of the Private Placement Warrants for 30 days following the Closing, in each case subject to customary exceptions.

“Sponsor Support Agreement” means the support agreement, dated as of September 16, 2022, entered by and among Inflection Point, Intuitive Machines and the Sponsor, as it may be amended and supplemented from time to time. A copy of the Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex I.

“Stock Issuance Proposal” means the proposal to be considered at the extraordinary general meeting to approve the issuance of New Intuitive Machines Common Stock and securities convertible into and exercisable for New Intuitive Machines Common Stock to (i) to the Series A Investors pursuant to the Series A Investment, (ii) to the Intuitive Machines Members pursuant to the Business Combination Agreement and (iii) to any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing.

“Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into by and among New Intuitive Machines, Intuitive Machines OpCo and certain Intuitive Machines Members (the “TRA Holders”) at Closing, pursuant to which, among other things, New Intuitive Machines will be required to pay to each TRA Holder 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of the increases in tax basis resulting from any exchange of Intuitive Machines OpCo Common Units for New Intuitive Machines Class A Common Stock or cash in the future, certain existing tax attributes and certain other tax benefits arising from payments under the Tax Receivable Agreement. A copy of the form of Tax Receivable Agreement is attached to this proxy statement/prospectus as Annex J.

“Transaction Documents” means each of the agreements and instruments contemplated by the Business Combination Agreement or otherwise related to the transactions contemplated by the Business Combination Agreement and such other agreements or instruments contemplated by the Business Combination Agreement, in each case, that was executed and delivered on the date of the Business Combination Agreement or on or prior to the date of Closing by an Intuitive Machines Member, Intuitive Machines, Inflection Point, the Sponsor and/or any of their respective affiliates, including the Sponsor Support Agreement, the Member Voting and Support Agreement, the Non-Redemption Agreement, the Second A&R Operating Agreement, the Tax Receivable Agreement, the A&R Registration Rights Agreement, the Sponsor Lock-Up Agreement, the Intuitive Machines Lock-Up Agreement, all documents and agreements entered into in connection with the Equity Facility and all documents and agreements entered into in connection with the Series A Investment, including the Series A Purchase Agreement.

“Transactions” means, collectively, the Business Combination and the transactions contemplated by the Series A Purchase Agreement.

“Trust Account” means the trust account of Inflection Point, which holds the net proceeds from the IPO and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of September 21, 2021, by and between Inflection Point and Continental.

“Warrant Agreement” means the Warrant Agreement, dated as of September 21, 2021, between Inflection Point and Continental, which governs the outstanding Inflection Point Warrants.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New Intuitive Machines’ stockholders following the Closing are for illustrative purposes only and assume the following:

1.      No Public Shareholders exercise their redemption rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on June 30, 2022 of $330,251,556. Please see the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of Inflection Point — Redemption Rights.”

2.      No Inflection Point Warrants will be exercised.

3.      The Series A Investment is consummated in accordance with its terms for $26.0 million, with New Intuitive Machines issuing 26,000 shares of Series A Preferred Stock and Preferred Investor Warrants to purchase 541,667 shares of New Intuitive Machines Class A Common Stock to the Series A Investors. Please see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Related Agreements — Series A Purchase Agreement.”

4.      Other than the Series A Investment, there are no other issuances of equity securities of New Intuitive Machines prior to or in connection with the Closing, including any equity awards that may be issued under the New Intuitive Machines Incentive Plan following the Business Combination.

MARKET AND INDUSTRY DATA

We are responsible for the disclosure contained in this proxy statement/prospectus. Information contained in this proxy statement/prospectus concerning the market and the industry in which Intuitive Machines competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Intuitive Machines based on such sources and Intuitive Machines’ knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. We have not independently verified this third-party information. The industry in which Intuitive Machines operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Intuitive Machines’ Business” and elsewhere in this proxy statement/prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for Inflection Point’s, Intuitive Machines’ and New Intuitive Machines’ respective businesses, and the timing for and ability of Inflection Point and Intuitive Machines to complete the Business Combination. These statements are based on the beliefs and assumptions of the management of Inflection Point and Intuitive Machines. Although Inflection Point and Intuitive Machines believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Inflection Point nor Intuitive Machines can assure you that either will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about Inflection Point and Intuitive Machines prior to the Business Combination and New Intuitive Machines and Intuitive Machines OpCo following the Business Combination, including:

•        the ability to satisfy the closing conditions to the Business Combination, including approval by shareholders of Inflection Point;

•        the ability to realize the benefits expected from the Business Combination;

•        the ability to consummate the Business Combination;

•        the ability to obtain and/or maintain the listing of the New Intuitive Machines Class A Common Stock and the New Intuitive Machines Warrants on Nasdaq following the Business Combination;

•        the ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

•        the future financial performance of New Intuitive Machines and Intuitive Machines OpCo following the Business Combination;

•        New Intuitive Machines’ and Intuitive Machines OpCo’s ability to retain or recruit, or to effect changes required in, their respective officers, key employees or directors following the Business Combination;

•        New Intuitive Machines’ and Intuitive Machines OpCo’s ability to comply with laws and regulations applicable to its business; and

•        expansion plans and opportunities.

These forward-looking statements are based on information available as of the Record Date and Inflection Point’s and Intuitive Machines’ management teams’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Inflection Point, Intuitive Machines and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Inflection Point’s or Intuitive Machines’ management teams’ views as of any subsequent date. Neither Inflection Point nor Intuitive Machines undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set out in this proxy statement/prospectus. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

•        the outcome of any legal proceedings that may be instituted against Intuitive Machines or Inflection Point following announcement of the Business Combination;

•        the inability to complete the Business Combination due to the failure to obtain approval of the Inflection Point shareholders, the inability to complete the Series A Investment or the failure of Inflection Point to satisfy the conditions to closing in the Business Combination Agreement;

•        the inability to maintain the listing of the New Intuitive Machines Class A Common Stock on Nasdaq following the Business Combination;

•        changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

•        changes in applicable laws or regulations;

•        the risk that the Business Combination disrupts current plans and operations of Intuitive Machines;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of New Intuitive Machines and Intuitive Machines OpCo to grow and manage growth profitably;

•        costs related to the Business Combination; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 54.

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF INFLECTION POINT

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to Inflection Point’s shareholders. Inflection Point urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at          a.m., Eastern Time, on         , at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast. To participate in the extraordinary general meeting online, visit          and enter the 12 digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

Q.     Why am I receiving this proxy statement/prospectus?

A.     Inflection Point shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides for, among other things, following the Domestication of Inflection Point to Delaware as described below, Inflection Point acquiring equity securities and becoming the managing member of Intuitive Machines and Inflection Point issuing voting equity securities without economic rights to the Intuitive Machines Members, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

As a condition to the Closing, and at least one day prior to the Closing, Inflection Point will change its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Inflection Point’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents, each Inflection Point Class B Ordinary Share will convert automatically, on a one-for-one basis, into an Inflection Point Class A Ordinary Share. Immediately following such conversion, in connection with the Domestication, (i) each of the then issued and outstanding Inflection Point Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of New Intuitive Machines Class A Common Stock, each of which will carry voting rights of one vote per share; (ii) each of the then issued and outstanding Inflection Point Warrants will automatically become a New Intuitive Machines Warrant; and (iii) each Inflection Point Unit issued and outstanding as of immediately prior to the Domestication will automatically be canceled and each holder will be entitled to one share of New Intuitive Machines Class A Common Stock and one-half of one New Intuitive Machines Warrant, per Inflection Point Unit held immediately prior to the Domestication.

Concurrently with the Domestication and subject to satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval by Inflection Point’s shareholders, Inflection Point will adopt the Proposed Certificate of Incorporation which, among other things, will implement a revised class structure with shares of New Intuitive Machines Class A Common Stock having one vote per share and economic rights, the shares of New Intuitive Machines Class B Common Stock having one vote per share and no economic rights and the shares of New Intuitive Machines Class C Common Stock having three votes per share and no economic rights. See the section of this proxy statement/prospectus entitled “The Domestication Proposal” for additional information.

In connection with the Business Combination, Intuitive Machines will change its jurisdiction of organization from Texas to Delaware (the “Conversion”). Immediately prior to Closing, Intuitive Machines will effectuate a recapitalization (the “Recapitalization”) whereby all outstanding equity securities of Intuitive Machines will be converted or exchanged into common units (collectively, the “Intuitive Machines OpCo Common Units”), options (collectively, the “Intuitive Machines OpCo Options”) and unvested earn out units (collectively, the “Earn Out Units”), as applicable.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF INFLECTION POINT AND INTUITIVE MACHINES, CAREFULLY AND IN ITS ENTIRETY.

Q.     What proposals are shareholders of Inflection Point being asked to vote upon?

A.     At the extraordinary general meeting, Inflection Point is asking holders of Inflection Point Ordinary Shares to consider and vote upon:

•        The Business Combination Proposal;

•        The Domestication Proposal;

•        The Stock Issuance Proposal;

•        The Organizational Documents Proposal;

•        The Advisory Organizational Documents Proposals;

•        The Incentive Plan Proposal;

•        The Director Election Proposal; and

•        The Adjournment Proposal, if presented.

If Inflection Point’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “The Business Combination Proposal,” “The Domestication Proposal,” “The Stock Issuance Proposal,” “The Organizational Documents Proposal,” “The Incentive Plan Proposal,” and “The Director Election Proposal.”

Inflection Point will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Inflection Point should read it carefully.

After careful consideration, the Inflection Point Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Incentive Plan Proposal, (g) the Director Election Proposal, and (h) and the Adjournment Proposal, if presented, are in the best interests of Inflection Point and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Inflection Point’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

Q.     Are the proposals conditioned on one another?

A.     Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal.

Q.     Why is Inflection Point proposing the Business Combination?

A.     Inflection Point was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

Intuitive Machines is a diversified space exploration, infrastructure, and services company with contracts supporting space exploration and NASA’s $93 billion Artemis program. Based on Inflection Point’s due diligence investigations of Intuitive Machines and the industry in which it operates, including the financial and other information provided by Intuitive Machines in the course of Inflection Point’s due diligence investigations, the Inflection Point Board believes that the Business Combination with Intuitive Machines is in the best interests of Inflection Point and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Although the Inflection Point Board believes that the Business Combination with Intuitive Machines presents a unique business combination opportunity and is in the best interests of Inflection Point and its shareholders, the Inflection Point Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination,” of this proxy statement/prospectus as well as in the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to Intuitive Machines’ Business.”

Q.     What will Intuitive Machines Members receive in connection with the Business Combination?

A.     Pursuant to the Business Combination Agreement, New Intuitive Machines will issue (i) to each Intuitive Machines Founder a number of shares of New Intuitive Machines Class C Common Stock equal to the number of Intuitive Machines OpCo Common Units held by such Intuitive Machines Founder as of and on the Closing Date and (ii) to each other Intuitive Machines Member a number of shares of New Intuitive Machines Class B Common Stock equal to the number of Intuitive Machines OpCo Common Units held by such Intuitive Machines Member as of and on the Closing Date, in each case, pursuant to individual subscription agreements to be entered into between each Intuitive Machines Member, New Intuitive Machines, and Intuitive Machines OpCo.

Each Intuitive Machines OpCo Common Unit, when paired with one share of New Intuitive Machines Class B Common Stock or one share of New Intuitive Machines Class C Common Stock, is exchangeable, in tandem with the cancellation of the paired share of New Intuitive Machines Class B Common Stock or share of New Intuitive Machines Class C Common Stock, for one share of New Intuitive Machines Class A Common Stock. After the expiration of the Lock-Up Period, holders of Intuitive Machines OpCo Common Units will be permitted to exchange such Intuitive Machines OpCo Common Units (along with the cancellation of the paired share of New Intuitive Machines Class B Common Stock or share of New Intuitive Machines Class C Common Stock) for shares of New Intuitive Machines Class A Common Stock on a one-for-one basis pursuant to the Second A&R Operating Agreement and the Proposed Certificate of Incorporation (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or at the election of New Intuitive Machines (determined by a majority of the directors of New Intuitive Machines who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale.

Q.     What equity stake will current Inflection Point shareholders and Intuitive Machines Members hold in New Intuitive Machines immediately after the consummation of the Business Combination?

Upon consummation of the Business Combination, the post-Closing share ownership of New Intuitive Machines under (1) the No Redemptions Scenario, (2) the 50% Redemptions Scenario and (3) the Maximum Redemptions Scenario, excluding the dilutive effect of Intuitive Machines options, outstanding warrants, earn-out consideration, the outstanding SAFEs of Intuitive Machines and the Equity Facility would be as follows:

____________

*        Less than 1%.

The dilutive effect of the Warrants is presented in the table below:

____________

*        Less than 1%.

(1)      Share ownership presented under each redemptions scenario in the table above are only presented for illustrative purposes. Inflection Point cannot predict how many Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current Inflection Point Shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination — The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.”

(2)      This scenario assumes that 16,487,500 of Inflection Point Class A Ordinary Shares, or 50% of the Public Shares, are redeemed for an aggregate payment of approximately $165.1 million (based on the estimated per share Redemption Price of approximately $10.02 per share) from the Trust Account, which is a redemptions scenario that could occur.

(3)      This scenario assumes that 30,075,000 of Inflection Point’s Class A Ordinary Shares are redeemed for an aggregate payment of approximately $301.2 million (based on the estimated per share Redemption Price of approximately $10.02 per share) from the Trust Account, which is a redemptions scenario that could occur.

(4)      Includes 2,900,000 Inflection Point Class A Ordinary Shares held by Kingstown 1740, an affiliate of the Sponsor. Does not include shares which may be issuable to Kingstown 1740 pursuant to the Forward Purchase Agreement.

(5)      Represents Inflection Point Class B Ordinary Shares held by the Sponsor.

(6)      As-converted to New Intuitive Machines Class A Common Stock basis. Does not include shares underlying warrants to be issued to the PIPE Investors. Includes 1,750,000 shares of New Intuitive Machines Class A issuable to Kingstown 1740, an affiliate of the Sponsor.

(7)      Assumes the exchange of Intuitive Machines OpCo Common Units and simultaneous surrender of New Intuitive Machines Class B Common Stock and/or New Intuitive Machines Class C Common Stock for shares of New Intuitive Machines Class A Common Stock, in accordance with the terms of the Second A&R Operating Agreement. Assumes the exercise of all Intuitive Machines OpCo Options (vested and unvested) and simultaneous surrender of New Intuitive Machines Class B Common Stock in accordance with the terms of the Second A&R Operating Agreement. Excludes approximately 2.1 million shares of New Intuitive Machines Class A Common Stock issuable upon conversion of outstanding SAFEs of Intuitive Machines.

(8)      Assumes 100,000 Commitment Shares are issued to CFPI, which assumes that each share has a fair market value of $10.00 per share pursuant to the calculation as set forth in the Cantor Purchase Agreement. The actual number of Commitment Shares may vary based upon the actual fair market value of a share of New Intuitive Machines Class A Common Stock following the Closing of the Business Combination.

(9)      Includes 1,450,000 Public Warrants owned by Kingstown 1740, an affiliate of the Sponsor.

(10)    Represents shares issuable upon the exercise of New Intuitive Machines Warrants. New Intuitive Machines Warrants will be exercisable beginning 30 days following the Closing for one share of New Intuitive Machines Class A Common Stock at an initial exercise price of $11.50 per share in accordance with the terms of the warrants. In each redemptions scenario, assumes that all outstanding warrants are exercised for cash.

(11)    Represents shares issuable upon the exercise of Preferred Investor Warrants. Preferred Investor Warrants will be exercisable following the Closing for one share of New Intuitive Machines Class A Common Stock at an initial exercise price of $15.00 per share in accordance with the terms of the warrants. In each redemptions scenario, assumes that all outstanding warrants are exercised for cash. Includes 437,500 shares issuable upon the exercise of Preferred Investor Warrants to be issued to Kingstown 1740 in the Series A Investment.

Q.     How has the announcement of the Business Combination affected the trading price of the Inflection Point Class A Ordinary Shares?

A.     On September 15, 2022, the last trading date prior to the public announcement of the Business Combination, Inflection Point Units, Inflection Point Class A Ordinary Shares and Public Warrants closed at $9.81, $9.74 and $0.25, respectively. As of October 7, the last practicable trading day immediately prior to the initial filing date of this proxy statement/prospectus, the closing price for each Inflection Point Unit, Inflection Point Class A Ordinary Share and Public Warrant was $9.90, $9.81 and $0.18, respectively.

Q.     Will Inflection Point obtain new financing in connection with the Business Combination?

A.     Yes. The Series A Investors have agreed to purchase 26,000 shares of Series A Preferred Stock and Preferred Investor Warrants to purchase 541,667 shares of New Intuitive Machines Class A Common Stock, each exercisable at an initial exercise price of $15.00 per share, subject to adjustment, for $26.0 million of gross proceeds, in the Series A Investment. See “The Business Combination Proposal — Related Agreements — Series A Purchase Agreement” of this proxy statement/prospectus.

Q.     Why is Inflection Point proposing the Domestication?

A.      The Inflection Point Board believes that there are significant advantages to New Intuitive Machines that will arise as a result of a change of Inflection Point’s domicile to the State of Delaware, including (a) the prominence, predictability and flexibility of the DGCL, (b) Delaware’s well-established principles of corporate governance and (c) the increased ability for Delaware corporations to attract and retain qualified directors. Further, the Inflection Point Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. Each of the foregoing are discussed in greater detail in the section of this proxy statement/prospectus entitled “The Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, Inflection Point will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file the Proposed Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Inflection Point will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Class B Ordinary

Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. In addition, although the Cayman Constitutional Documents indicate that, prior to the Closing, only the holders of Inflection Point Class B Ordinary Shares will have the right to vote on this proposal, while the holders of Inflection Point Class A Ordinary Shares will have no right to vote on this proposal, we have nevertheless opted to also submit this proposal to a vote of holders of both the Inflection Point Class A Ordinary Shares and the Inflection Point Class B Ordinary Shares, voting together as a single class, and will require the affirmative vote of holders of a majority of at least two-thirds of such shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

Q.     What amendments will be made to the Cayman Constitutional Documents?

A.     The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Inflection Point’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Cayman Constitutional Documents, in each case, under the Companies Act, with the Proposed Certificate of Incorporation and the Proposed By-Laws, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents. These differences are discussed in greater detail in the section of this proxy statement/prospectus entitled “The Domestication Proposal.”

Q.     How will the Domestication affect my Inflection Point Class A Ordinary Shares, Inflection Point Warrants and Inflection Point Units?

A.     Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents, each Inflection Point Class B Ordinary Share issued and outstanding will be automatically converted into one Inflection Point Class A Ordinary Share. Immediately following such conversion, in connection with the Domestication, (a) each Inflection Point Class A Ordinary Share issued and outstanding immediately prior to the Domestication will remain outstanding and will automatically convert into one share of New Intuitive Machines Class A Common Stock, (b) each Inflection Point Warrant will be automatically converted into a redeemable New Intuitive Machines Warrant on substantially the same terms as the Inflection Point Warrants, and (c) each Inflection Point Unit issued and outstanding as of immediately prior to the Domestication will automatically be canceled and each holder will be entitled to one share of New Intuitive Machines Class A Common Stock and one-half of one New Intuitive Machines Warrant.

Q:     What Is The Tax Receivable Agreement?

A:     In connection with the Closing, New Intuitive Machines will enter into a Tax Receivable Agreement with Intuitive Machines OpCo and the TRA Holders. The Tax Receivable Agreement will provide for the payment by New Intuitive Machines to the TRA Holders of 85% of the amount of cash tax savings, if any, that New Intuitive Machines actually realizes (or in some circumstances is deemed to realize) as a result of the Existing Basis, Basis Adjustments and Interest Deductions. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the (i) Existing Basis, (ii) Basis Adjustments, and (iii) Interest Deductions would aggregate to approximately $170.4 million over 20 years from the date of the Business Combination based on a $10.00 per share trading price of New Intuitive Machines Class A Common Stock and assuming all future redemptions or exchanges would occur one year after the Business Combination at the same assumed price per share. Under such scenario, assuming future payments are made on the due date (with extension) of each relevant U.S. federal income tax return, we would be required to pay approximately 87% of such amount, or approximately $148.2 million, over the 20-year period from the date of the Business Combination, and we would benefit from the remaining 13% of the tax benefits. We will depend on cash distributions from Intuitive Machines OpCo to make payments under the Tax Receivable Agreement. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless New Intuitive Machines exercises its right to terminate the Tax Receivable Agreement or certain other acceleration events occur (including upon a change of control) that results in an early termination of the Tax

Receivable Agreement, in each case, pursuant to which New Intuitive Machines would be required to pay an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement (computed using certain assumptions). The summary of the terms of the Tax Receivable Agreement included herein is not a complete description thereof and is qualified in its entirety by the full text thereof. For additional information, please see “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

Q.     What are the material U.S. federal income tax considerations of the Domestication?

A.     As discussed more fully under “U.S. Federal Income Tax Considerations” of this proxy statement/prospectus, Inflection Point intends for the Domestication to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations”, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — II. U.S. Holders”) will be subject to Section 367(b) of the Code in connection with the Domestication and, as a result:

•        a U.S. Holder who beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of Inflection Point shares entitled to vote or 10% or more of the total value of all classes of Inflection Point shares (a “10% U.S. Shareholder”) on the date of the Domestication generally will be required to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Inflection Point Class A Ordinary Shares held directly by such U.S. Holder;

•        a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose Inflection Point Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication generally will recognize gain (but not loss) with respect to its Inflection Point Class A Ordinary Shares as if such U.S. Holder exchanged its Inflection Point Class A Ordinary Shares for New Intuitive Machines Class A Common Stock in a taxable transaction unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits” amount attributable to such U.S. Holder’s Inflection Point Class A Ordinary Shares; and

•        a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose Inflection Point Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Domestication.

Inflection Point does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations”, Inflection Point believes that it is likely classified as a PFIC for U.S. federal income tax purposes. If Inflection Point were classified as a PFIC for U.S. federal income tax purposes, then notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Inflection Point Class A Ordinary Shares or Inflection Point Warrants for New Intuitive Machines Class A Common Stock or New Intuitive Machines Warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code and such other PFIC rules may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — II. U.S. Holders — A. Tax Effects of the Domestication to

U.S. Holders — 5. PFIC Considerations — d. QEF Election and Mark-to-Market Election” with respect to their Inflection Point Class A Ordinary Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Under current law, no such elections may be made with respect to Inflection Point Warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations — II. U.S. Holders”.

Each U.S. Holder is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Inflection Point Class A Ordinary Shares and Inflection Point Warrants for New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — III. Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s New Intuitive Machines Class A Common Stock after the Domestication.

Moreover, if the Domestication were to occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to Inflection Point Class A Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations”.

Q.     Do I have redemption rights?

A.     If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price.

Q.     How do I exercise my redemption rights?

A.     If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

(a)     (i) hold Public Shares or (ii) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that New Intuitive Machines redeem all or a portion of your Public Shares for cash; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on          (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

The address of Continental is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of June 30, 2022, this would have amounted to approximately $10.02 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of Inflection Point’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Inflection Point’s consent, until the Domestication. Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Inflection Point permit the withdrawal of the request for redemption and instruct Continental, to return the share certificates (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by Continental at least two business days prior to the scheduled date of the vote at the extraordinary general meeting. No request for redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to Continental, at least two business days prior to the scheduled date of the vote at the extraordinary general meeting.

If a holder of Public Shares properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, New Intuitive Machines will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If you are a holder of Public Shares and you exercise your redemption rights, such exercise will not result in the loss of any Public Warrants that you may hold.

Q.     If I am a holder of Public Warrants, can I exercise redemption rights with respect to my Public Warrants?

A.     No. The holders of Inflection Point Warrants have no redemption rights with respect to such securities.

Assuming that no more than 16,487,500 Public Shares, representing 50% of the Public Shares issued in connection with the IPO, are redeemed for an aggregate payment of approximately $165.1 million from the Trust Account, which is a potential amount of redemptions, and assuming that each redeeming Public Shareholder holds one-half of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each Inflection Point Unit) and using the closing warrant price on Nasdaq of $0.25 as of September 15, 2022 (the trading day before the announcement of the Business Combination Agreement), the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is approximately $2,060,938. Assuming the maximum redemptions scenario, resulting in 30,075,000 Public Shares redeemed for an aggregate payment of approximately $301.2 million from the Trust Account, and assuming that each redeeming Public Shareholder holds one-half of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each Inflection Point Unit) and using the closing warrant price on Nasdaq of $0.25 as of September 15, 2022 (the trading day before the announcement of the Business Combination Agreement), the aggregate fair value of Public Warrants that can be retained by redeeming Public

Shareholders is approximately $3,759,375. The actual market price of the Public Warrants may be higher or lower on the date that warrant holders seek to sell such Public Warrants. Additionally, Inflection Point cannot assure the holders of warrants that they will be able to sell their Public Warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their Public Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, the holder of New Intuitive Machines Warrants following the Closing who exercises such New Intuitive Machines Warrants will ultimately own a greater interest in New Intuitive Machines because there would be fewer shares outstanding overall.

Q.     How do the Public Warrants differ from the Private Placement Warrants, and what are the related risks for any Public Warrant Holders after the Business Combination?

A.     The Public Warrants are identical to the Private Placement Warrants in material terms and provisions, except that the Private Placement Warrants (including the shares of New Intuitive Machines Class A Common Stock issuable upon exercise of the Private Placement Warrants) may not be transferred, assigned or sold by the holders until 30 days after the Closing and (ii) are entitled to registration rights.

Following the Closing, we may redeem your unexpired Public Warrants and Private Placement Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem outstanding Public Warrants and Private Placement Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant or Private Placement Warrant, provided that the last reported sales price of New Intuitive Machines Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the Public Warrants and Private Placement Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants and Private Placement Warrants could force you (i) to exercise your Public Warrants and Private Placement Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants and Private Placement Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants and Private Placement Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants and Private Placement Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants and Private Placement Warrants.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     The U.S. federal income tax consequences of exercising your redemption rights with respect to your Public Shares depend on when the redemption occurs and your particular facts and circumstances. It is possible that you may be treated as selling your shares and, as a result, recognize capital gain or capital loss. It is also possible that the Redemption may be treated as a distribution for U.S. federal income tax purposes. Whether a redemption of shares qualifies for sale treatment will depend largely on the total number of shares of Inflection Point (or New Intuitive Machines, as the case may be) stock you are treated as owning before and after the redemption (including any shares that you constructively own as a result of owning Public Warrants and any shares that you directly or indirectly acquire pursuant to the Business Combination) relative to all of the shares of Inflection Point (or New Intuitive Machines, as the case may be) stock outstanding both before and after the redemption. If the Domestication were to occur prior to the Redemption of any Public Shareholder, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — II. U.S. Holders”) exercising redemption rights will be subject to the potential tax consequences of the Domestication, including under Section 367 of the Code and potential tax consequences of the U.S. federal income tax rules relating to PFICs. Even if the Domestication were to occur after the Redemption, such redeeming U.S. Holder generally will be subject to the PFIC rules with respect to any gain or loss recognized by the U.S. Holder on its deemed sale of its Inflection Point Class A Ordinary Shares (if the redemption were treated as a sale of shares) or any corporate distributions deemed received on its Inflection Point Class A Ordinary Shares (if the redemption were treated as a corporate distribution). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations”.

All Public Shareholders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q.     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A.     Following the closing of the IPO (including partial exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $329,750,000 ($10.00 per Inflection Point Unit) of the net proceeds from the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. As of June 30, 2022, funds in the Trust Account totaled $330,251,556 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (a) the completion of a business combination (including the Closing), (b) the redemption of all of the Public Shares if Inflection Point is unable to complete a business combination by September 24, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date) and (c) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of Inflection Point’s obligation to redeem 100% of the Public Shares in connection with its initial business combination or if it does not complete a business combination by September 24, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of New Intuitive Machines following the Business Combination. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q.     Did the Inflection Point Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     The Inflection Point Board did not obtain a third-party valuation or fairness opinion in connection with the determination to approve the Business Combination. The Inflection Point Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to the Inflection Point shareholders. The Inflection Point Board’s conclusion was based on, among other things, (a) the implied valuation of Intuitive Machines’ public peer group, which included Planet Labs PBC, Terran Orbital Corporation, Maxar Technologies, Rocket Lab USA, Inc., Virgin Galactic, and Virgin Orbit (the “Peer Group”), and (b) Intuitive Machines’ growth prospects, business strategy, market-leading competitive positioning, and projections. A discussion of the comparable companies appears below in the section titled “The Inflection Point Board’s Reasons for the Approval of the Business Combination” and a discussion of the projections appears below in the section titled “Projected Financial Information.”

The Inflection Point Board also determined, without seeking a valuation from a financial advisor, that Intuitive Machines’ fair market value was at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of the Business Combination Agreement. Accordingly, investors will be relying on the judgment of the Inflection Point Board in valuing Intuitive Machines’ business, and assuming the risk that the Inflection Point Board may not have properly valued such business. See the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to the Domestication and the Business Combination.”

Q.     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Our Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

The Business Combination Agreement is not conditioned on an available cash condition. However, the Business Combination will not be consummated if, immediately prior to or upon the consummation of the Business Combination, Inflection Point does not have at least $5,000,001 in net tangible assets after giving effect to the redemptions. Additionally, the Business Combination Agreement is subject to the condition that Kingstown 1740 shall not have exercised redemption rights with respect to its 2,900,000 Inflection Point Class A Ordinary Shares. Kingstown 1740 has entered into a non-redemption agreement with Inflection Point and Intuitive Machines pursuant to which it has agreed not to exercise its redemption rights with respect to such 2,900,000 Inflection Point Class A Ordinary Shares.

In the event of significant redemptions, with fewer Public Shares and Inflection Point Public Shareholders, the trading market for New Intuitive Machines Class A Common Stock may be less liquid than the market for shares of Inflection Point Class A Ordinary Shares was prior to the Business Combination, and New Intuitive Machines may not be able to meet the listing standards for Nasdaq or another national securities exchange. Additionally, if the Trust Account proceeds that would be available to New Intuitive Machines upon the Closing are less than $71 million (net of transaction expenses), which is the amount of Trust Account proceeds underlying assumptions used in the Intuitive Machines Projections, New Intuitive Machines will have less cash available to pursue its anticipated growth strategies and new initiatives, including developing “survive the night” technology, larger lunar landers, purchasing additional satellites for the lunar constellation, developing Earth re-entry capabilities, and additional R&D. As a result, New Intuitive Machines’ results of operations and financial condition may be worse than projected.

The table below presents the value per share to an Inflection Point Shareholder that elects not to redeem across a range of redemption scenarios assuming no Intuitive Machines options are exercised prior to Closing and no Intuitive Machines OpCo options are exercised following Closing and excludes the outstanding SAFEs of Intuitive Machines:

____________

(1)      Assumes no Public Shares are redeemed.

(2)      Assumes that 16,487,500 of Public Shares, representing 50% of the outstanding Public Shares, are redeemed.

(3)      Assumes that 30,075,000 of Public Shares are redeemed.

(4)      Based on a post-transaction equity value of New Intuitive Machines of the following:

____________

(4a)    Based on a post-transaction equity value of New Intuitive Machines of approximately $951.2 million, which equals (i) approximately $1,116.1  million less (ii) the approximately $164.9 million (or approximately $10.00 per share, representing its original per share portion of the principal in the Trust Account) that would be paid from the Trust Account to redeem 16,487,500 Public Shares in the 50% Redemptions Scenario.

(4b)    Based on a post-transaction equity value of New Intuitive Machines of approximately $815.4 million, which equals (i) approximately $1,116.1 million less (ii) the approximately $301.4 million (or approximately $10.00 per share, representing its original per share portion of the principal in the Trust Account) that would be paid from the Trust Account to redeem 30,075,000 Public Shares in the Maximum Redemptions Scenario.

(5)      Represents (i) 68,125,987 shares of New Intuitive Machines Common Stock held by Intuitive Machines Members in all redemptions scenarios, (ii) (x) 32,975,000 Public Shares held by Public Shareholders in the No Redemptions Scenario, (y) 16,487,500 Public Shares held by Pubic Shareholders in the 50.0% Redemptions Scenario, and (z) 2,900,000 Public Shares held by Public Shareholders in the Maximum Redemptions Scenario, (iii) 8,243,750 shares of New Intuitive Machines Common Stock, as converted from Inflection Point Class B Ordinary Shares held by the Sponsor, (iv) 100,000 shares of New Intuitive Machines Common Stock as Commitment Shares held by the Investor in connection with the Equity Facility and (v) 2,166,667 shares of New Intuitive Machines Common Stock as converted from Series A Preferred Stock held by the Series A Investors (based on the initial conversion price).

(6)      Represents the Base Scenario plus the issuance of all 10,000,000 Earn Out Units and an equal number of paired shares of New Intuitive Machines Class C Common Stock which may be issued to Intuitive Machines Members (in all redemptions scenarios) pursuant to the terms of the Business Combination Agreement.

(7)      Represents the Base Scenario plus the cash exercise of the Public Warrants, Private Placement Warrants and Preferred Investor Warrants. Assumes (i) 16,487,500 shares of New Intuitive Machines Common Stock underlying Public Warrants are exercised for cash at the initial exercise price of $11.50 per share, (ii) 6,845,000 shares of New Intuitive Machines Common Stock underlying Private Placement Warrants are exercised for cash at the initial exercise price of $11.50 per share and (iii) 541,667 shares of New Intuitive Machines Common Stock underlying Preferred Investor Warrants are exercised for cash at the initial exercise price of $15.00 per share.

(8)      Represents the Base Scenario plus the issuance of all 10,000,000 Earn Out Units and an equal number of paired shares of Intuitive Machines Common Stock which may be issued to Intuitive Machines Members (in all redemptions scenarios) pursuant to the terms of the Business Combination Agreement, plus the exercise of the Public Warrants, Private Placement Warrants and Preferred Investor Warrants.

Q.     What conditions must be satisfied to complete the Business Combination?

A.      The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by Inflection Point’s shareholders of (A) the Business Combination Proposal, (B) the Domestication Proposal, (C) the Organizational Documents Proposal, (D) the Stock Issuance Proposal, (E) the Incentive Plan Proposal, (F) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the registration statement of which this proxy statement/prospectus forms a part or correspondence related thereto and (G) adoption and approval of any other proposals as reasonably agreed to by the Parties to be necessary or appropriate in connection with the Business Combination Proposal, (ii) the approval of the Business Combination Agreement and the Business Combination by the Intuitive Machines Members, (iii) Inflection Point having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon the Closing, (iv) the registration statement of which this proxy statement/prospectus forms a part becoming effective, (v) approval of the listing of the New Intuitive Machines Class A Common Stock on Nasdaq, subject to satisfaction of the round lot holders requirement for initial listing, (vi) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement, (vii) the completion of the Domestication, (viii) that Kingstown 1740 shall not have exercised redemption rights with respect to its 2,900,000 Inflection Point Class A Ordinary Shares and, (ix) the completion of the Conversion and Recapitalization, (x) the absence of an Intuitive Machines Material Adverse Effect or an Inflection Point Material Adverse Effect, and (xi) the substantially simultaneous closing of the Series A Investment. For more information about conditions to the consummation of the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Business Combination Agreement.”

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be consummated in the first quarter of 2023. This date depends, among other things, on the approval of the proposals to be put to Inflection Point shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by Inflection Point’s shareholders at the extraordinary general meeting and Inflection Point elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — Business Combination Agreement” of this proxy statement/prospectus.

Q.     What happens if the Business Combination is not consummated?

A.     Inflection Point will not complete the Domestication to the State of Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If Inflection Point is not able to complete the Business Combination with Intuitive Machines by September 24, 2023 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, Inflection Point will: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest will be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Inflection Point Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Q.     Following the Business Combination, will Inflection Point’s securities continue to trade on a stock exchange?

A.     Yes. Inflection Point intends to apply to list the New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants on Nasdaq under the proposed symbols “LUNR” and “LUNRW”, respectively, upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition, Inflection Point is required to cause the New Intuitive Machines Class A Common Stock issued as consideration to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Further, it is a condition to the consummation of the Series A Investment that the New Intuitive Machines Class A Common Stock be approved for listing on Nasdaq. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement and by the Series A Investors. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the New Intuitive Machines securities would not be listed on any nationally recognized securities exchange.

The Inflection Point Units outstanding as of immediately prior to the Domestication will automatically be canceled and each holder thereof will be entitled to one share of New Intuitive Machines Class A Common Stock and one-half of one New Intuitive Machines Warrant, for each Inflection Point Unit. As a result, the Inflection Point Units will no longer trade as separate securities following the Closing. The New Intuitive Machines Class B Common Stock, the New Intuitive Machines Class C Common Stock, the Series A Preferred Stock and the Preferred Investor Warrants will not be publicly traded.

Q.     Do I have appraisal rights in connection with the Business Combination?

A.     Neither Inflection Point’s shareholders nor Inflection Point’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

Q.     What do I need to do now?

A.     Inflection Point urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. Inflection Point’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of Inflection Point Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law.

Q.     When and where will the extraordinary general meeting be held?

A.     The extraordinary general meeting will be held at         , New York City time, on         , 202     at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at         .

Q.     Who is entitled to vote at the extraordinary general meeting?

A.     Inflection Point has fixed          as the Record Date for the extraordinary general meeting. If you were a shareholder of Inflection Point at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

Q.     How many votes do I have?

A.     Inflection Point shareholders are entitled to one vote at the extraordinary general meeting for each Inflection Point Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were 41,218,750 Inflection Point Ordinary Shares issued and outstanding, of which 32,975,000 were issued and outstanding Public Shares.

Q.     What constitutes a quorum?

A.     A quorum of Inflection Point shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding Inflection Point Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the Record Date for the extraordinary general meeting, 20,609,376 Inflection Point Ordinary Shares would be required to achieve a quorum.

Q.     What vote is required to approve each proposal at the extraordinary general meeting?

A.     Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Domestication Proposal — The approval of the Domestication Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Class B Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The holders of Inflection Point Class A Ordinary Shares will have no right to vote on the Domestication Proposal.

Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Incentive Plan Proposal — The approval of the Incentive Plan Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Director Election Proposal — The approval of the Director Election Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

The Sponsor has agreed to vote all the Founder Shares and any Public Shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owns approximately 20% of the issued and outstanding Inflection Point Ordinary Shares. Although it is not required to do so, Kingstown 1740 has advised us that it intends to vote all Public Shares it holds in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and Kingstown 1740 collectively own approximately 27% of the issued and outstanding Inflection Point Ordinary Shares. See the section of this proxy statement/prospectus entitled “Questions and Answers for Shareholders of Inflection Point — How do the Sponsor and its affiliates intend to vote their Inflection Point Ordinary Shares?”

Q.     What are the recommendations of the Inflection Point Board?

A.     The Inflection Point Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Inflection Point’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR”

the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Inflection Point’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. The Inflection Point Board was aware of and considered these interests, among other matters, in approving the Business Combination and in determining to recommend to the Inflection Point Shareholders to vote in favor of the Shareholder Proposals. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination.”

Q.     How do the Sponsor and its affiliates intend to vote their Inflection Point Ordinary Shares?

A.     The Sponsor has agreed to vote all the Founder Shares and any Public Shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owns approximately 20% of the issued and outstanding Inflection Point Ordinary Shares. Although it is not required to do so, Kingstown 1740 has advised us that it intends to vote all Public Shares it holds in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and Kingstown 1740 collectively own approximately 27% of the issued and outstanding Inflection Point Ordinary Shares. Accordingly, if holders of an additional approximately 40% of the outstanding Inflection Point Ordinary Shares vote in favor of all of the proposals being presented at the extraordinary general meeting, the proposals will be approved.

At any time at or prior to the Closing, subject to applicable securities laws (including with respect to material non-public information), the Sponsor, the Intuitive Machines Members or our or their respective directors, officers, advisors or respective affiliates may (a) purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, Public Shares, (b) execute agreements to purchase such shares from such investors in the future, or (c) enter into transactions with such investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Condition Precedent Proposals or not redeem their Public Shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Inflection Point Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the Intuitive Machines Members or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (a) satisfaction of the requirement that holders of a majority of the Inflection Point Ordinary Shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal, (b) satisfaction of the requirement that holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposal at the extraordinary general meeting, and (c) otherwise limiting the number of Public Shares electing to redeem.

Entering into any such arrangements may have a depressive effect on the price of Inflection Point Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Inflection Point’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination.”

Q.     What happens if I sell my Inflection Point Ordinary Shares before the extraordinary general meeting?

A.     The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the applicable Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares, so long as such transferee takes the required steps to elect to redeem such shares at least two business days prior to scheduled date of the extraordinary general meeting.

Q.     How can I vote my shares without attending the extraordinary general meeting?

A.     If you are a shareholder of record of our Inflection Point Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the extraordinary general meeting. Please note that if you are a beneficial owner of Inflection Point Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may send a later-dated, signed proxy card to Inflection Point’s          at Inflection Point’s address set forth below so that it is received by Inflection Point’s          prior to the vote at the extraordinary general meeting (which is scheduled to take place on         ) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Inflection Point’s         , which must be received by Inflection Point’s          prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q.     What happens if I fail to take any action with respect to the extraordinary general meeting?

A.     If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of New Intuitive Machines. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of Inflection Point. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, so long as you take the required steps to elect to redeem your shares at least two business days prior to the scheduled date of the extraordinary general meeting.

Q.     What happens if I vote against the Business Combination Proposal?

A.     If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the requisite shareholder approval described in this proxy statement/prospectus, then the Business Combination Proposal will be approved and, assuming the approval of the other Condition Precedent Proposals and the satisfaction or waiver of the other conditions to the closing of the Business Combination, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the requisite vote at the extraordinary general meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination Proposal, we may continue to try to complete a business combination with a different target business until September 24, 2023. If we fail to complete an initial business combination by September 24, 2023, then we will be required to dissolve and liquidate the Trust Account by returning then-remaining funds in the Trust Account to the Public Shareholders.

Q.     What should I do with my share certificates, warrant certificates or unit certificates?

A.     Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates (if any) along with the redemption forms to Continental, prior to the extraordinary general meeting.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on          (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Our warrant holders should not submit the certificates relating to their warrants. Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Upon the Domestication, holders of Inflection Point Units, Inflection Point Class A Ordinary Shares (including holders of Inflection Point Class B Ordinary Shares that have their Inflection Point Class B Ordinary Shares automatically converted into Inflection Point Class A Ordinary Shares pursuant to the Cayman Constitutional Documents immediately prior to the Domestication) and Inflection Point Warrants will receive shares of New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their Inflection Point Units, Inflection Point Class A Ordinary Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above), Inflection Point Class B Ordinary Shares or Inflection Point Warrants.

Q.     What should I do if I receive more than one set of voting materials?

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Inflection Point Ordinary Shares.

Q.     Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A.     Inflection Point will pay the cost of soliciting proxies for the extraordinary general meeting. Inflection Point has engaged          to assist in the solicitation of proxies for the extraordinary general meeting. Inflection Point has agreed to pay          a fee of $        , plus disbursements. Inflection Point will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Inflection Point Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Inflection Point Class A Ordinary Shares and in obtaining voting instructions from those owners. Inflection Point’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Where can I find the voting results of the extraordinary general meeting?

A.     The preliminary voting results will be expected to be announced at the extraordinary general meeting. Inflection Point will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

RISK FACTORS

You should carefully consider all of the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Shareholder Proposals described in this proxy statement/prospectus.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, New Intuitive Machines’ business, financial condition and results of operations.    If any of the events described below occur, New Intuitive Machines’ post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of New Intuitive Machines’ securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Inflection Point and Intuitive Machines.

Risks Related to the Domestication and the Business Combination

Inflection Point’s shareholders will experience dilution due to the issuance of shares of New Intuitive Machines Common Stock and securities convertible into the shares of New Intuitive Machines Common Stock to the Intuitive Machines Members as consideration in the Business Combination, the issuance of securities to the Series A Investors in the Series A Investment and the issuance to the Intuitive Machines Members of securities entitling them to a significant voting stake in New Intuitive Machines.

Based on Intuitive Machines’ and Inflection Point’s current capitalization (and the assumptions described under the section of this proxy statement/prospectus entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”), Inflection Point anticipates the total maximum number of shares of New Intuitive Machines Common Stock expected to be outstanding immediately following the Closing is approximately 111,318,750 shares, consisting of 41,318,750 shares of New Intuitive Machines Class A Common Stock, 1,874,291 shares of New Intuitive Machines Class B Common Stock and 68,125,709 shares of New Intuitive Machines Class C Common Stock. The New Intuitive Machines Class A Common Stock is comprised of: (i) 8,243,750 shares of New Intuitive Machines Class A Common Stock issued to the Sponsor; and (ii) 32,975,000 shares of New Intuitive Machines Class A Common Stock held by Public Shareholders holding Public Shares outstanding at the Closing (assuming no redemptions). In addition, 26,000 shares of Series A Preferred Stock (convertible into shares of New Intuitive Machines Class A Common Stock at an initial conversion price determined by dividing the Stated Value (as defined in the Certificate of Designation) of such shares of Series A Preferred Stock by the conversion price of $12.00 per share, subject to adjustment, at the holder’s option) will be issued in connection with the Closing to the Series A Investors pursuant to the Series A Investment. The New Intuitive Machines Class B Common Stock is comprised of 278 shares to be issued to the Intuitive Machines Members (other than the Intuitive Machines Founders) at the Closing and 1,874,013 shares that are issuable upon exercise of outstanding Intuitive Machines options. Each share of New Intuitive Machines Class B Common Stock will be issued with a paired Intuitive Machines OpCo Common Unit. The New Intuitive Machines Class C Common Stock is comprised of 68,125,709 shares to be issued to the Intuitive Machines Founders. Each share of New Intuitive Machines Class C Common Stock will be issued with a paired Intuitive Machines OpCo Common Unit. In addition, Intuitive Machines OpCo will issue an aggregate of 10,000,000 Earn Out Units to certain Intuitive Machines Members which will be subject to vesting at the Closing and will be earned, released and delivered upon satisfaction of the following milestones: (i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period, Triggering Event I occurs, (ii) 5,000,000 Earn Out Units will vest if, during the Earn Out Period, Triggering Event II-A occurs, (iii) 7,500,000 Earn Out Units will vest if, during the Earn Out Period, Triggering Event II-B occurs, and (iv) 2,500,000 Earn Out Units will vest if, during the Earn Out Period, Triggering Event III occurs, provided, that Triggering Event II-A and Triggering Event II-B may not both be achieved. If a Change of Control (as defined in the Business Combination Agreement) occurs during the Earn Out Period that results in the holders of New Intuitive Machines Class A Common Stock receiving a per share price greater than or equal to $15.00 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, to the extent not previously paid, then Triggering Event II-A or Triggering Event II-B will be deemed to have occurred, as applicable, and the Earn Out Units shall vest. Upon the vesting of any Earn Out Units, each applicable Intuitive Machines Member will be issued an equal number of shares of New Intuitive Machines Class C Common Stock, in exchange for the payment to New Intuitive Machines of adequate consideration (in each case, not to exceed a per-share price equal to the par value per share of such New Intuitive Machines Class C Common Stock).

Further, an aggregate of 1,874,013 options of Intuitive Machines will become Intuitive Machines OpCo Options with substantially the same terms and conditions as applicable to such option immediately prior to the Recapitalization (including expiration date, vesting conditions and exercise provisions), except that each such Intuitive Machines OpCo Option shall be exercisable for Intuitive Machines OpCo Common Units. Upon the exercise of any Intuitive Machines OpCo Option, (i) Intuitive Machines OpCo will issue to the exercising holder such number of Intuitive Machines OpCo Common Units to be received by such exercising holder as a result of such exercise and (ii) New Intuitive Machines will issue to the exercising holder an equal number of shares of New Intuitive Machines Class B Common Stock, in exchange for the payment to New Intuitive Machines of adequate consideration (in each case, not to exceed a per-share price equal to the par value per share of such New Intuitive Machines Class B Common Stock).

Intuitive Machines Members are expected to hold, in the aggregate, approximately 61.1% of the issued and outstanding shares of New Intuitive Machines Common Stock immediately following the Closing, assuming no options or warrants to purchase shares of New Intuitive Machines Common Stock are exercised but including the New Intuitive Machines Common Stock issuable upon conversion of the Series A Preferred Stock, approximately 54.3% of the New Intuitive Machines Common Stock on a fully-diluted basis (excluding unallocated options), approximately 82.5% of the combined voting power of New Intuitive Machines immediately following the Closing assuming no options or warrants to purchase shares of New Intuitive Machines Class A Common Stock are exercised, and approximately 78.0% of the voting power of New Intuitive Machines on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. Inflection Point’s Sponsor is expected to hold, in the aggregate, approximately 7.4% of the issued and outstanding shares of New Intuitive Machines Common Stock immediately following the Closing, assuming no options or warrants to purchase shares of New Intuitive Machines Class A Common Stock are exercised but including the New Intuitive Machines Common Stock issuable upon conversion of the Series A Preferred Stock, approximately 13.5% of the New Intuitive Machines Common Stock on a fully-diluted basis (excluding unallocated options), approximately 3.3% of the combined voting power of New Intuitive Machines immediately following the Closing assuming no options or warrants to purchase shares of New Intuitive Machines Class A Common Stock are exercised, and approximately 6.1% of the voting power of New Intuitive Machines on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. Inflection Point’s current Public Shareholders are expected to hold, in the aggregate, approximately 29.5% of the issued and outstanding shares of New Intuitive Machines Common Stock immediately following the Closing, assuming no options or warrants to purchase shares of New Intuitive Machines Class A Common Stock are exercised but including the New Intuitive Machines Common Stock issuable upon conversion of the Series A Preferred Stock, approximately 33.6% of the New Intuitive Machines Common Stock on a fully-diluted basis (excluding unallocated options), approximately 13.3% of the combined voting power of New Intuitive Machines immediately following the Closing assuming no options or warrants to purchase shares of New Intuitive Machines Class A Common Stock are exercised, and approximately 16.3% of the voting power of New Intuitive Machines on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. The Series A Investors are expected to hold, in the aggregate, approximately 1.9% of the issued and outstanding shares of New Intuitive Machines Common Stock immediately following the Closing, assuming no options or warrants to purchase shares of New Intuitive Machines Class A Common Stock are exercised but including the New Intuitive Machines Common Stock issuable upon conversion of the Series A Preferred Stock, approximately 1.8% of the New Intuitive Machines Common Stock on a fully-diluted basis (excluding unallocated options), approximately 0.9% of the combined voting power of New Intuitive Machines immediately following the Closing assuming no options or warrants to purchase shares of New Intuitive Machines Class A Common Stock are exercised, and approximately 0.9% of the voting power of New Intuitive Machines on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. Without limiting the other assumptions described under the section of this proxy statement/prospectus entitled “Frequently Used Terms — Share Calculations and Ownership Percentages,” these ownership percentages do not take into account:

•        any warrants or options to purchase New Intuitive Machines Class A Common Stock that will be outstanding following the Business Combination;

•        any equity awards that may be issued under the proposed New Intuitive Machines Incentive Plan following the Business Combination, including             shares of restricted New Intuitive Machines Class A Common Stock currently expected to be issued to New Intuitive Machines executives shortly after the Closing, which number of restricted shares represents approximately             % of the total number of shares currently expected to be authorized for issuance under the New Intuitive Machines Incentive Plan using the assumptions described under the section of this proxy statement/prospectus entitled

“Frequently Used Terms — Share Calculations and Ownership Percentages.” See the sections of this proxy statement/prospectus entitled “The Incentive Plan Proposal” and “Executive Compensation of Intuitive Machines”; or

•        any adjustments to the Business Combination Consideration pursuant to the Business Combination Agreement not reflected in our assumptions described above and in the section of this proxy statement/prospectus entitled “Frequently Used Terms — Share Calculations and Ownership Percentages.”

If any of the Public Shares are redeemed in connection with the Business Combination, the percentage of the outstanding Inflection Point Ordinary Shares held by the Public Shareholders will decrease and the percentages of the outstanding New Intuitive Machines Class A Common Stock held immediately following the Business Combination by the Sponsor and the percentage of voting power of New Intuitive Machines Common Stock issuable to the Intuitive Machines Members upon exchange of Intuitive Machines equity will increase. To the extent that any of the outstanding Public Warrants are exercised for shares of New Intuitive Machines Class A Common Stock or additional awards are issued under the proposed New Intuitive Machines Incentive Plan, Inflection Point’s existing shareholders may experience substantial dilution. Such dilution could, among other things, limit the ability of Inflection Point’s current shareholders to influence New Intuitive Machines’ management through the election of directors following the Closing.

The ability of Inflection Point’s Public Shareholders to exercise redemption rights with respect to the Public Shares may prevent Inflection Point from completing the Business Combination or optimizing its capital structure.

Inflection Point will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Inflection Point to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account is initially anticipated to be approximately $10.02 per Public Share based upon the amount held in the Trust Account as of June 30, 2022. The per-share amount Inflection Point will distribute to Public Shareholders who properly redeem their Public Shares will not be reduced by any deferred underwriting commissions it may pay to the underwriters of the IPO. There will be no redemption rights upon the completion of the Business Combination with respect to the Inflection Point Warrants. Inflection Point’s Sponsor, officers and directors entered into the Letter Agreements with Inflection Point, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they hold or may acquire. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with Intuitive Machines, pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting.

Inflection Point does not know how many Public Shareholders will ultimately exercise their redemption rights in connection with the Business Combination. As such, the Business Combination is structured based on Inflection Point’s expectations (and those of the other parties to the Business Combination Agreement) as to the number of shares that will be submitted for redemption.

Furthermore, raising such additional financing, or increasing the equity portion of the Business Combination Consideration, in either case, if so authorized by Intuitive Machines, may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. For information on the consequences if the Business Combination is not completed or must be restructured, see the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to Inflection Point.”

Subsequent to the Closing, New Intuitive Machines may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Although Inflection Point has conducted due diligence on Intuitive Machines, it cannot assure you that this diligence has identified all material issues that may be present within Intuitive Machines, that it is possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Intuitive Machines’ and outside of Inflection Point’s or New Intuitive Machines’ control will not later arise. As a result of these factors, New Intuitive Machines may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. Even if due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with Inflection Point’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on New Intuitive Machines’ liquidity, the fact that New Intuitive Machines reports charges of this nature could contribute to negative market perceptions about New Intuitive Machines or its securities. In addition, charges of this nature may cause New Intuitive Machines to violate net worth or other covenants to which it may be subject as a result of assuming pre-existing debt held by Intuitive Machines or by virtue of it obtaining debt financing to partially finance the Business Combination or thereafter. Accordingly, any Public Shareholders who choose to remain stockholders of New Intuitive Machines following the Business Combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

New Intuitive Machines’ ability to be successful following the Business Combination will depend upon the efforts of the New Intuitive Machines Board and New Intuitive Machines’ key personnel and the loss of such persons could negatively impact the operations and profitability of New Intuitive Machines’ business following the Business Combination.

New Intuitive Machines’ ability to be successful following the Business Combination will be dependent upon the efforts of the New Intuitive Machines Board and key personnel. Inflection Point cannot assure you that, following the Business Combination, the New Intuitive Machines Board and New Intuitive Machines’ key personnel will be effective or successful or remain with New Intuitive Machines. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause New Intuitive Machines’ management to expend time and resources becoming familiar with such requirements.

Further, uncertainty about the effect of the Business Combination on Intuitive Machines’ business, employees, customers, third parties with whom Intuitive Machines has relationships, and other third parties, including regulators, may have an adverse effect on New Intuitive Machines. These uncertainties may impair New Intuitive Machines’ ability to attract, retain and motivate key personnel for a period of time after the Business Combination. The departure of key employees because of issues related to the uncertainty and difficulty of integration or a desire not to remain with New Intuitive Machines could have a negative effect on New Intuitive Machines’ business, financial condition or results of operations.

Inflection Point may have to constrain its business activities to avoid being deemed an investment company under the Investment Company Act.

In general, a company that is or holds itself out as being engaged primarily in the business of investing, reinvesting, or trading in securities may be deemed to be an investment company under the Investment Company Act. The Investment Company Act contains substantive legal requirements that regulate the manner in which “investment companies” are permitted to conduct their business activities. Inflection Point believes it has conducted, and intends to continue to conduct, its business in a manner that does not result in Inflection Point being characterized as an investment company. To avoid being deemed an investment company, Inflection Point may decide not to broaden its offerings, which could require Inflection Point to forgo attractive opportunities. If Inflection Point is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which would adversely affect Inflection Point’s business, financial condition, and results of operations. In addition, Inflection Point may be forced to make changes to its management team if it is required to register as an investment company under the Investment Company Act.

Some of Inflection Point’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Intuitive Machines is an appropriate target for Inflection Point’s initial business combination.

The personal and financial interests of Inflection Point’s Sponsor, officers and directors may influence or have influenced their motivation in identifying and selecting a target for Inflection Point’s initial business combination, their support for completing the Business Combination and the operation of New Intuitive Machines following the Business Combination.

Inflection Point’s Sponsor owns 8,243,750 Inflection Point Class B Ordinary Shares, which were initially acquired prior to the IPO for an aggregate purchase price of $25,000 and Inflection Point’s directors and officers have pecuniary interests in such shares through their ownership interests in the Sponsor. Such shares had an aggregate market value of approximately $80.9 million based on the closing sale price of $9.81 per share on Nasdaq on October 7, 2022 (assuming the Inflection Point Class B Ordinary Shares have the same value as Inflection Point Class A Ordinary Shares). In addition, the Sponsor purchased an aggregate of 6,845,000 Private Placement Warrants, each exercisable for one Inflection Point Class A Ordinary Share at $11.50 per share, for a purchase price of $6,845,000, or $1.00 per warrant.

Further, an affiliate of the Sponsor, Kingstown 1740 Fund, LP, purchased 2,900,000 Inflection Point Units in the IPO for an aggregate purchase price of $29,000,000. The 2,900,000 Inflection Point Class A Ordinary Shares underlying such Inflection Point Units had an aggregate market value of approximately $28.4 million based on the closing price of $9.81 per share on Nasdaq on October 7, 2022. The 1,450,000 Inflection Point Warrants underlying such Inflection Point Units had an aggregate market value of approximately $0.3 million based on the closing price of $0.18 per warrant on Nasdaq on October 7, 2022.

The Cayman Constitutional Documents require Inflection Point to complete an initial business combination prior to September 24, 2023 (unless Inflection Point submits and its shareholders approve an extension of such date). If the Business Combination is not completed and Inflection Point is forced to wind up, dissolve and liquidate in accordance with the Cayman Constitutional Documents, the 8,243,750 Inflection Point Class B Ordinary Shares currently held by the Sponsor and the Private Placement Warrants purchased by Sponsor will be worthless.

Inflection Point’s Sponsor, its directors and officers, and their respective affiliates have incurred out-of-pocket expenses in connection with performing due diligence on suitable targets for business combinations and the negotiation of the Business Combination. At the Closing, the Sponsor, its directors and officers, and their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Inflection Point’s behalf, such as identifying potential target businesses and performing due diligence on suitable targets for business combinations. If a business combination is not completed prior to September 24, 2023 (or such later date if Inflection Point submits and its shareholders approve an extension of such date), Inflection Point’s Sponsor, directors and officers, and any of their respective affiliates will not be eligible for any such reimbursement.

Certain officers and members of the Inflection Point Board also participate in arrangements that may provide them with other interests in the Business Combination that are different from yours, including, among others, arrangements for their continued service as directors of New Intuitive Machines.

Further, Inflection Point’s Sponsor, officers and directors have, pursuant to the Insider Letters, each agreed (A) to vote any Inflection Point Ordinary Shares owned by them in favor of the Business Combination and (B) not to redeem any shares in connection with a shareholder vote to approve the Business Combination.

These interests, among others, may influence or have influenced the Sponsor and the officers and members of the Inflection Point Board to support or approve the Business Combination. For more information concerning the interests of Inflection Point’s officers and directors, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” and the risk factor entitled “Risk Factors — Risks Related to Inflection Point — The Sponsor controls a substantial interest in Inflection Point and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support” of this proxy statement/prospectus.

Inflection Point has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to Inflection Point and its shareholders from a financial point of view.

The Inflection Point Board did not obtain a third-party valuation or fairness opinion in connection with the determination to approve the Business Combination. The Inflection Point Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to the Inflection Point shareholders. The Inflection Point Board’s conclusion was based on, among other things, (a) the implied valuation of Intuitive Machines’ public Peer Group, which included Planet Labs PBC, Terran Orbital Corporation, Maxar Technologies, Rocket Lab USA, Inc., Virgin Galactic, and Virgin Orbit, and (b) Intuitive Machines’ growth prospects, business strategy, market-leading competitive positioning, and projections. The lack

of third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their Public Shares, which could potentially impact our ability to consummate the Business Combination. For more information about our decision-making process, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Inflection Point Board of Director’s Reasons for the Approval of the Business Combination.”

Since our Anchor Investors have an indirect beneficial interest in Founder Shares held by our Sponsor, a conflict of interest may arise in determining whether a particular target business is appropriate for our initial business combination.

An aggregate of 12 qualified institutional buyers (“Anchor Investors”) expressed an interest to purchase an aggregate of approximately $322.3 million of the Inflection Point Units sold in the IPO. None of the Anchor Investors expressed an interest in purchasing more than 9.9% of the Inflection Point Units sold in the IPO. The Anchor Investors were allocated and purchased a total of 29,540,000 Units or 89.6% of the Inflection Point Units sold in the IPO. One of the Anchor Investors, Kingstown 1740, was allocated and purchased 2,900,000 Inflection Point Units sold in the IPO. In addition, subject to each Anchor Investor purchasing 100% of the Inflection Point Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of Founder Shares to each Anchor Investor, representing an aggregate of 1,625,000 Founder Shares to all Anchor Investors.

The Anchor Investors, through their interests in the Sponsor, will share in any appreciation of the Founder Shares, provided that we successfully complete an initial business combination. Accordingly, our Anchor Investors’ interests in the Founder Shares held by our Sponsor may provide them with an incentive to vote any Public Shares they own in favor of an initial business combination, and make a substantial profit on such interests, even if the initial business combination is with a target that ultimately declines in value and is not profitable for other Public Shareholders.

In addition, in the event that our Anchor Investors continue to hold at least 11,250,001 of the Public Shares underlying the Inflection Point Units that they collectively purchased in the IPO at the time of the extraordinary general meeting, and vote their Public Shares in favor of the Business Combination, no affirmative votes from other Public Shareholders would be required to approve the Business Combination. However, because the Anchor Investors are not obligated to continue owning any Public Shares and are not obligated to vote any Public Shares in favor of the Business Combination, we cannot assure you that any of these Anchor Investors are now, or will be shareholders at the time our shareholders vote on the Business Combination, and, if they are shareholders, we cannot assure you as to how such Anchor Investors will vote on the Business Combination.

Nasdaq may delist Inflection Point’s or New Intuitive Machines’ securities from trading on its exchange, which could limit investors’ ability to make transactions in Inflection Point’s or New Intuitive Machines’ securities and subject Inflection Point or New Intuitive Machines to additional trading restrictions.

The Inflection Point Units, Inflection Point Class A Ordinary Shares and Inflection Point Warrants are listed on Nasdaq. Inflection Point cannot assure you that its securities will continue to be listed on Nasdaq in the future or prior to the Business Combination. In connection with the Business Combination and as a condition to Intuitive Machines’ obligations to complete the Business Combination, New Intuitive Machines is required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of New Intuitive Machines’ securities on Nasdaq. Inflection Point cannot assure you that New Intuitive Machines will be able to meet those initial listing requirements, in which case Intuitive Machines will not be obligated to complete the Business Combination. In addition to the listing requirements for the New Intuitive Machines Class A Common Stock, Nasdaq imposes listing standards on warrants. In addition, it is possible that the New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants will cease to meet Nasdaq’s listing requirements following the Closing. Inflection Point cannot assure you that it will be able to meet those initial listing requirements at that time.

If Nasdaq delists Inflection Point’s or New Intuitive Machines’ securities from trading on its exchange and Inflection Point or New Intuitive Machines is not able to list its securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, Inflection Point or New Intuitive Machines could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity for its securities;

•        a determination that New Intuitive Machines Class A Common Stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

An active, liquid trading market for New Intuitive Machines’ securities may not develop, which may limit your ability to sell such securities.

Although we intend to apply to list the New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants on Nasdaq under the ticker symbols “LUNR” and “LUNRW”, respectively, an active trading market for such securities may never develop or be sustained following the consummation of the Business Combination. The initial valuation of $10.00 per share may not be indicative of the market price of New Intuitive Machines Class A Common Stock that will prevail in the open market after the consummation of the Business Combination. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants. The market price New Intuitive Machines Class A Common Stock may decline below $10.00 per share, and you may not be able to sell your New Intuitive Machines Class A Common Stock at or above $10.00 per share, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of New Intuitive Machines’ results if the Business Combination is completed.

Inflection Point and Intuitive Machines currently operate as separate companies and have had no prior history as a combined entity, and Intuitive Machines’ and Inflection Point’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of New Intuitive Machines. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from Inflection Point’s and Intuitive Machines’ historical financial statements and certain adjustments and assumptions have been made regarding New Intuitive Machines after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of New Intuitive Machines.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect New Intuitive Machines’ financial condition or results of operations following the Closing. Any potential decline in New Intuitive Machines’ financial condition or results of operations may cause significant variations in the stock price of New Intuitive Machines.

During the pendency of the Business Combination, Inflection Point will not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of Inflection Point to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, Inflection Point may be at a disadvantage to its competitors during that period. In addition, while the Business Combination Agreement is in effect, neither Inflection Point nor Intuitive Machines may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to Inflection Point’s shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

The exercise of Inflection Point’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Inflection Point’s shareholders’ best interests.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require Inflection Point to agree to amend the Business Combination Agreement, to consent to certain actions taken by Intuitive Machines or to waive rights that Inflection Point is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Intuitive Machines’ businesses or a request by Intuitive Machines to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement. In any of such circumstances, it would be at Inflection Point’s discretion, acting through the Inflection Point Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the Record Date, Inflection Point does not believe there will be any changes or waivers that Inflection Point’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Inflection Point will circulate a new or amended proxy statement/prospectus and resolicit Inflection Point’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

Inflection Point and Intuitive Machines will incur significant transaction and transition costs in connection with the Business Combination.

Inflection Point and Intuitive Machines have both incurred and expect to continue to incur significant, nonrecurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Inflection Point and Intuitive Machines may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Inflection Point following the Closing.

If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

Even if the Business Combination Agreement is approved by the shareholders and equity holders of Inflection Point and Intuitive Machines, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement are obligated to complete the Business Combination. Inflection Point does not control the satisfaction of all of such conditions. For a list of the material closing conditions contained in the Business Combination Agreement, see

the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.” Inflection Point and Intuitive Machines may not satisfy all of the closing conditions in the Business Combination Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause Inflection Point and Intuitive Machines to each lose some or all of the intended benefits of the Business Combination.

Inflection Point will not have any right to make damage claims against Intuitive Machines for the breach of any representation, warranty or covenant made by Intuitive Machines in the Business Combination Agreement.

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing of the Business Combination, except for those covenants that by their terms apply or are to be performed in whole or in part after the Closing, and then only with respect to breaches occurring after Closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Business Combination Agreement after the Closing of the Business Combination, except for covenants to be performed in whole or in part after the Closing. As a result, Inflection Point will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Intuitive Machines at the time of the Business Combination.

Because Inflection Point is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

Because Inflection Point is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited prior to the Domestication. Inflection Point is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Inflection Point’s directors or officers, or enforce judgments obtained in the United States courts against Inflection Point’s directors or officers.

Until the Domestication is effected, Inflection Point’s corporate affairs are governed by the Cayman Constitutional Documents, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Inflection Point under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Inflection Point’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

Inflection Point has been advised by Maples and Calder (Cayman) LLP, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (a) to recognize or enforce against Inflection Point judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (b) in original actions brought in the Cayman Islands, to impose liabilities against Inflection Point predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice

or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

The Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Inflection Point Board or controlling shareholders than they would as Public Shareholders of a U.S. company.

The Domestication may result in adverse tax consequences for holders of Inflection Point Class A Ordinary Shares and Inflection Point Warrants, including holders exercising their redemption rights with respect to the Inflection Point Class A Ordinary Shares if the Domestication were to occur prior to such redemptions.

Inflection Point intends for the Domestication to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, i.e., an F Reorganization. If the Domestication fails to qualify as an F Reorganization, a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations — II. U.S. Holders”) of Inflection Point Class A Ordinary Shares or Inflection Point Warrants generally would recognize gain or loss with respect to its Inflection Point Class A Ordinary Shares or Inflection Point Warrants in an amount equal to the difference, if any, between the fair market value of the corresponding common stock or warrants of New Intuitive Machines received in the Domestication and the U.S. Holder’s adjusted tax basis in its Inflection Point Class A Ordinary Shares or Inflection Point Warrants surrendered. If the Domestication were to occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to Inflection Point Class A Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication. Additionally, Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — III. Non-U.S. Holders”) may become subject to withholding tax on any amounts treated as dividends paid on New Intuitive Machines Class A Common Stock after the Domestication.

Assuming that the Domestication qualifies as an F Reorganization, subject to the PFIC rules discussed below, U.S. Holders generally will be subject to Section 367(b) of the Code in connection with the Domestication, and, as a result:

•        a U.S. Holder who is a 10% U.S. Shareholder on the date of the Domestication generally will be required to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Inflection Point Class A Ordinary Shares held directly by such U.S. Holder;

•        a U.S. Holder whose Inflection Point Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder generally will recognize gain (but not loss) with respect to its Inflection Point Class A Ordinary Shares as if such U.S. Holder exchanged its Inflection Point Class A Ordinary Shares for New Intuitive Machines Class A Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits” amount (as defined in the Treasury Regulations under Section 367 of the Code) attributable to such U.S. Holder’s Inflection Point Class A Ordinary Shares; and

•        a U.S. Holder whose Inflection Point Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder, generally will not recognize any gain or loss or include any part of Inflection Point’s earnings and profits in income under Section 367 of the Code in connection with the Domestication.

Additionally, even if the Domestication qualifies as an F Reorganization, proposed Treasury Regulations promulgated under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates) generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose, under a proposed Treasury Regulation that generally treats an “option” to acquire the stock of a PFIC as stock of the PFIC, exchanging Inflection Point Warrants for newly issued New Intuitive Machines Warrants in the Domestication) must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. Inflection Point believes that it is likely classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of Inflection Point Class A Ordinary Shares to recognize gain under the PFIC rules on the exchange of Inflection Point Class A Ordinary Shares for New Intuitive Machines Class A Common Stock pursuant to the Domestication unless such U.S. Holder has

made certain tax elections with respect to such U.S. Holder’s Inflection Point Class A Ordinary Shares. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. These proposed Treasury Regulations, if finalized in their current form, would also apply to a U.S. Holder who exchanges Inflection Point Warrants for newly issued New Intuitive Machines Warrants; under current law, however, the elections mentioned above do not apply to Inflection Point Warrants. Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of Inflection Point. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations”.

Upon the Closing, the rights of holders of the New Intuitive Machines Common Stock arising under the DGCL will differ from and may be less favorable to the rights of holders of Inflection Point Ordinary Shares arising under the Companies Act.

Upon the Closing, the rights of holders of New Intuitive Machines Common Stock will arise under the DGCL. The DGCL contains provisions that differ in some respects from those in the Companies Act, and, therefore, some rights of holders of New Intuitive Machines Common Stock could differ from the rights that holders of Inflection Point Ordinary Shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under Delaware law. This change could increase the likelihood that New Intuitive Machines becomes involved in costly litigation, which could have a material adverse effect on New Intuitive Machines.

For a more detailed description of the rights of holders of the New Intuitive Machines Common Stock under the DGCL and how they may differ from the rights of holders of Inflection Point Ordinary Shares under the Companies Act, please see the section of this proxy statement/prospectus entitled “The Domestication Proposal — Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication.”

Delaware law and the Proposed Certificate of Incorporation and Proposed By-Laws will contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Certificate of Incorporation and Proposed By-Laws that will be in effect at the Closing differ from the Cayman Constitutional Documents. Among other differences, the Proposed Certificate of Incorporation, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the New Intuitive Machines Board and therefore depress the trading price of the New Intuitive Machines Class A Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the then-current current members of the New Intuitive Machines Board or taking other corporate actions, including effecting changes in management. Among other things, the Proposed Certificate of Incorporation and Proposed By-Laws include provisions regarding:

•        the ability of the New Intuitive Machines Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        the limitation of the liability of, and the indemnification of, New Intuitive Machines’ directors and officers;

•        the right of the New Intuitive Machines Board to elect a director to fill a vacancy created by the expansion of the New Intuitive Machines Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the New Intuitive Machines Board;

•        the requirement that directors may only be removed from the New Intuitive Machines Board for cause and upon the affirmative vote of the holders of at least 662/3% of the total voting power of then outstanding New Intuitive Machines Common Stock;

•        a prohibition from and after the time New Intuitive Machines ceases to be a controlled company under applicable Nasdaq rules, on stockholder action by written consent (except for actions by the holders of New Intuitive Machines Class B Common Stock, New Intuitive Machines Class C Common Stock or as required for holders of future series of preferred stock), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors;

•        the requirement that a special meeting of stockholders may be called only by the New Intuitive Machines Board, the chairman of the New Intuitive Machines Board or New Intuitive Machines’ chief executive officer or (ii) for so long as New Intuitive Machines is a controlled company under applicable Nasdaq rules, by the secretary of New Intuitive Machines at the request of any holder of record of at least 25% of the voting power of the issued and outstanding shares of capital stock of New Intuitive Machines, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•        controlling the procedures for the conduct and scheduling of the New Intuitive Machines Board and stockholder meetings;

•        the requirement for the affirmative vote of holders of at least 662/3% of the total voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions in the Proposed Certificate of Incorporation which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the New Intuitive Machines Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

•        the ability of the New Intuitive Machines Board to amend the Proposed By-Laws, which may allow the New Intuitive Machines Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Proposed By-Laws to facilitate an unsolicited takeover attempt; and

•        advance notice procedures with which stockholders of the New Intuitive Machines must comply to nominate candidates to the New Intuitive Machines Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the New Intuitive Machines Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New Intuitive Machines.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the New Intuitive Machines Board or management.

In addition, as a Delaware corporation, New Intuitive Machines will generally be subject to provisions of Delaware law, including the DGCL. See the section of this proxy statement/prospectus entitled “Description of New Intuitive Machines’ Securities — Anti-Takeover Effects of the Proposed Certificate of Incorporation, the Proposed By-Laws and Certain Provisions of Delaware Law.”

Any provision of the Proposed Certificate of Incorporation, Proposed By-Laws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of New Intuitive Machines’ Common Stock and could also affect the price that some investors are willing to pay for New Intuitive Machines Common Stock.

The Proposed Certificate of Incorporation is attached as Annex C to this proxy statement/prospectus and we urge you to read it.

The Proposed Certificate of Incorporation will designate a state or federal court located within the State of Delaware as the exclusive forum for certain types of actions and proceedings between New Intuitive Machines and its stockholders, and the federal district courts as the exclusive forum for Securities Act claims, which could limit New Intuitive Machines’ stockholders’ ability to choose the judicial forum for disputes with New Intuitive Machines or its directors, officers, or employees.

The Proposed Certificate of Incorporation will provide that, unless New Intuitive Machines consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, or if such court does not have subject matter jurisdiction, any other court located in the State of Delaware with subject matter jurisdiction, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of New Intuitive Machines, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of New Intuitive Machines to it or its stockholders, (c) any action asserting a claim against New Intuitive Machines or its officers or directors arising pursuant to any provision of the DGCL, the Proposed Certificate of Incorporation or Proposed By-Laws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (d) any action to interpret, apply, enforce or determine the validity of the Proposed Certificate of Incorporation or the Proposed By-Laws or any provision thereof, (e) any action asserting a claim against New Intuitive Machines or any current or former director, officer, employee, stockholder or agent of New Intuitive Machines governed by the internal affairs doctrine of the law of the State of Delaware or (f) any action asserting an “internal corporate claim” as defined in Section 115 of the DGCL. The Proposed Certificate of Incorporation will also provide that, unless New Intuitive Machines consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act. This provision in the Proposed Certificate of Incorporation will not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. To the extent these provisions could be construed to apply to such claims, there is uncertainty as to whether a court would enforce such provisions in connection with such claims, and stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any of the securities of New Intuitive Machines will be deemed to have notice of and consented to the provisions of the Proposed Certificate of Incorporation described in the preceding paragraph. These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with New Intuitive Machines or its directors, officers, or other employees, which may discourage lawsuits against New Intuitive Machines and its directors, officers, and other employees. The enforceability of similar exclusive-forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in the Proposed Certificate of Incorporation is inapplicable or unenforceable. If a court were to find these exclusive-forum provisions to be inapplicable or unenforceable in an action, New Intuitive Machines may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.

New Intuitive Machines will be a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, will qualify for, and intends to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.

The New Intuitive Machines Founders will own more than 50% of the combined voting power for the election of directors to the New Intuitive Machines Board, and, as a result, New Intuitive Machines will be considered a “controlled company” for the purposes of the Nasdaq rules. As such, New Intuitive Machines will qualify for exemptions from certain corporate governance requirements, including that a majority of the New Intuitive Machines Board consist of “independent directors,” as defined under the Nasdaq rules. In addition, New Intuitive Machines will not be required to have a nominating and corporate governance committee or compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or to conduct annual performance evaluations of the nominating and corporate governance and compensation committees.

As permitted for a “controlled company,” a majority of the New Intuitive Machines Board and New Intuitive Machines’ Compensation and Nominating and Corporate Governance Committees will not be independent. Accordingly, New Intuitive Machines stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq rules.

If at any time New Intuitive Machines ceases to be a “controlled company” under the Nasdaq rules, the New Intuitive Machines Board intends to take any action that may be necessary to comply with the Nasdaq rules, subject to a permitted “phase-in” period. These and any other actions necessary to achieve compliance with such rules may increase New Intuitive Machines’ legal and administrative costs, will make some activities more difficult, time-consuming and costly and may also place additional strain on New Intuitive Machines’ personnel, systems and resources.

Following the completion of the Business Combination, New Intuitive Machines’ principal stockholders and management will exert significant influence over New Intuitive Machines and their interests may conflict with yours in the future.

Each share of New Intuitive Machines Class A Common Stock initially entitles its holders to one vote on all matters presented to stockholders generally, each share of New Intuitive Machines Class B Common Stock initially entitles its holders to one vote on all matters presented to stockholders generally and each share of New Intuitive Machines Class C Common Stock initially entitles its holders to three votes on all matters presented to stockholders generally. Accordingly, the Intuitive Machines Founders, by virtue of their New Intuitive Machines Class C Common Stock, will hold approximately 77.2% of the total voting power of New Intuitive Machines on a fully-diluted basis (excluding unallocated options), assuming no redemptions. Accordingly, those owners, if voting in the same manner, will be able to control the election and removal of the directors of New Intuitive Machines and thereby determine corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendment of the Proposed Certificate of Incorporation and Proposed By-Laws and other significant corporate transactions of New Intuitive Machines for so long as they retain significant ownership of New Intuitive Machines Class C Common Stock. This concentration of ownership may delay or deter possible changes in control of New Intuitive Machines, which may reduce the value of an investment in New Intuitive Machines Class A Common Stock and the New Intuitive Machines Class B Common Stock.

The Proposed Certificate of Incorporation will not limit the ability of the Sponsor, investment funds affiliated with or advised by Kingstown Capital Management L.P. (the “Kingstown Funds”) or our non-employee directors to compete with us.

The Sponsor, the Kingstown Funds and our non-employee directors and their respective affiliates engage in a broad spectrum of activities, including investments in the aerospace industries. In the ordinary course of their business activities, the Sponsor, the Kingstown Funds and our non-employee directors and their respective affiliates may engage in activities where their interests conflict with New Intuitive Machines’ interests or those of its stockholders. The Proposed Certificate of Incorporation will provide that, to the fullest extent permitted by law, none of the Sponsor, the Kingstown Funds, our non-employee directors or any their respective affiliates (including any non-employee director who serves an officer of New Intuitive Machines in both his or her director and officer capacities) will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which New Intuitive Machines operates or otherwise competing with New Intuitive Machines or any of its affiliates. Further, to the fullest extent permitted by law, no such persons will be liable to New Intuitive Machines for breach of any fiduciary duty solely by reason of the fact that such person engages in any such activity. The Sponsor and its directors and officers may pursue, in their capacities other than as directors of the New Intuitive Machines Board, acquisition opportunities that may be complementary to New Intuitive Machines’ business, and, as a result, those acquisition opportunities may not be available to New Intuitive Machines. In addition, the Sponsor and its directors and officers may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

Inflection Point’s officers and directors and/or their affiliates may enter into agreements concerning Inflection Point’s securities prior to the extraordinary general meeting, which may have the effect of increasing the likelihood of completion of the Business Combination or decreasing the value of the Inflection Point securities.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material non-public information regarding Inflection Point or its securities, Inflection Point’s officers and directors and/or their affiliates may enter into a written plan to purchase Inflection Point’s securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In addition, at any time prior to the extraordinary general meeting, during a period when they are not then aware of any material non-public information regarding Inflection Point or its securities, Inflection Point’s officers and directors and/or their respective affiliates may (a) purchase shares from institutional and other investors who vote, or indicate an intention to

vote, against the Business Combination Proposal or the other Shareholder Proposals, (b) execute agreements to purchase such shares from institutional and other investors in the future, and/or (c) enter into transactions with institutional and other investors to provide such persons with incentives to acquire Public Shares or vote their Public Shares in favor of the Business Combination Proposal or the other Shareholder Proposals. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Inflection Point’s officers and directors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling Public Shareholders would be required to revoke their prior elections to redeem their Public Shares. While the exact nature of any such incentives has not been determined as of the Record Date, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their Public Shares, including the granting of put options and the transfer of shares or Private Placement Warrants owned by the Sponsor for nominal value to such investors or holders.

The purpose of such share purchases and other transactions by Inflection Point’s officers and directors and/or their respective affiliates would be to increase the likelihood of satisfaction of the requirements that (a) the holders of the requisite number of Inflection Point Ordinary Shares present and voting at the extraordinary general meeting vote in favor of the Business Combination Proposal and the other Shareholder Proposals and/or (b) that Inflection Point will (without regard to any assets or liabilities of Intuitive Machines) have at least $5,000,001 in net tangible assets immediately prior to the Closing after taking into account holders of Public Shares that properly demanded redemption of their Public Shares into cash, when, in each case, it appears that such requirement would otherwise not be met.

Entering into any such arrangements may have a depressive effect on the Inflection Point Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the extraordinary general meeting.

As of the Record Date, except as noted elsewhere in this proxy statement/prospectus, including with respect to the Non-Redemption Agreement (see “Business Combination Proposal — Related Agreements”), Inflection Point’s directors and officers and their affiliates have not entered into any such agreements. Inflection Point will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Investors may not have the same benefits as an investor in an underwritten public offering.

New Intuitive Machines will be a publicly listed company upon the completion of the Business Combination. The Business Combination is not an underwritten initial public offering of New Intuitive Machines’ securities and differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Business Combination, investors will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. Investors in Inflection Point and New Intuitive Machines must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of Intuitive Machines’ business or material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the trading day immediately following the closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of New Intuitive Machines’ securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of New Intuitive Machines securities or helping to stabilize, maintain or affect the public price of New Intuitive Machines securities following the Closing. Moreover, New Intuitive Machines will not engage in, and has not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the New Intuitive Machines securities that will be outstanding immediately following the closing. In addition, since New Intuitive Machines will become public through a merger, securities analysts of major brokerage firms may not provide coverage of Intuitive Machines since there is no incentive to brokerage firms to recommend the purchase of its shares of common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on New Intuitive Machines’ behalf. All of these differences from an underwritten public offering of New Intuitive Machines’ securities could result in a more volatile price for New Intuitive Machines’ securities.

In addition, the Sponsor, certain members of the Inflection Point Board and its officers, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to those of holders of New Intuitive Machines’ securities following completion of the Business Combination, and that would not be present in an underwritten public offering of New Intuitive Machines’ securities. Such interests may have influenced the Inflection Point Board in making their recommendation that Inflection Point shareholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See also “Risk Factors — Some of Inflection Point’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Intuitive Machines is appropriate for Inflection Point’s initial business combination.”

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if New Intuitive Machines became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

New Intuitive Machines’ business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause New Intuitive Machines to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the New Intuitive Machines Class A Common Stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the New Intuitive Machines Board’s attention and resources from New Intuitive Machines’ business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to New Intuitive Machines’ future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, New Intuitive Machines may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters.

Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

Risks Related to Intuitive Machines’ Business

Following the Closing, New Intuitive Machines will be a holding company with no direct operations that relies on dividends, distributions, loans and other payments, advances and transfers of funds from Intuitive Machines OpCo to pay dividends, pay expenses and meet its other obligations. Accordingly, New Intuitive Machines’ stockholders and warrant holders will be subject to all of the risks of Intuitive Machines’ business following the Closing.

Throughout this section, unless otherwise noted, “Intuitive Machines” refers to Intuitive Machines, LLC and its consolidated subsidiaries.

Risks Relating to Intuitive Machines’ Business and Industry

Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

We have a limited operating history in a rapidly evolving industry that may not develop in a manner favorable to our business. While our business has grown rapidly, and much of that growth has occurred in recent periods, the markets for launch services, space systems, spacecraft components and space data applications may not continue to develop in a manner that we expect or that otherwise would be favorable to our business. As a result of our limited operating history and ongoing changes in our new and evolving industry, including evolving demand for our products and services, our ability to forecast our future results of operations and plan for and model future growth is limited and subject to a number of uncertainties. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, such as the risks and uncertainties described herein. Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays arising from these factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts. If we do not address these risks successfully, our results of operations could differ materially from our estimates and forecasts or the expectations of investors or analysts, causing our business to suffer and our common stock price to decline.

If we fail to manage our growth effectively, we may be unable to execute our business plan and our business, results of operations, and financial condition could be harmed.

In order to achieve the substantial future revenue growth we have projected, we must develop and market new products and services. We intend to expand our operations significantly. To properly manage our growth, we will need to hire and retain additional personnel, upgrade our existing operational management and financial and reporting systems, and improve our business processes and controls. Our future expansion will include:

•        hiring and training new personnel;

•        developing new technologies;

•        controlling expenses and investments in anticipation of expanded operations;

•        upgrading the existing operational management and financial reporting systems and team to comply with requirements as a public company; and

•        implementing and enhancing administrative infrastructure, systems and processes.

If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, research and development, customer and commercial strategy, products and services, supply, and manufacturing functions. These efforts will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. We will also need to continue to leverage our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale the business as currently planned or within the planned timeframe. The continued expansion of our business may also require additional manufacturing and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for the manufacture of our space vehicles and related equipment.

Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring and training employees, finding manufacturing capacity to produce our space vehicles and related equipment, and delays in production. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.

We operate in highly competitive markets and generally encounter intense competition to win contracts from many other firms, including lower and mid-tier federal contractors with specialized capabilities and the federal government. Additionally, our markets are facing increasing industry consolidation, resulting in larger competitors who have more market share putting more downward pressure on prices and offering a more robust portfolio of products and services. We are subject to competition based upon product design, performance, pricing, quality, and services. Our product performance, engineering expertise, and product quality have been important factors in our growth. While we try to maintain competitive pricing on those products that are directly comparable to products manufactured by others, in many instances our products will conform to more exacting specifications and carry a higher price than analogous products. Many of our customers and potential customers have the capacity to design and internally manufacture products that are similar to our products. We face competition from research and product development groups and the manufacturing operations of current and potential customers, who continually evaluate the benefits of internal research, product development, and manufacturing versus outsourcing.

In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies. Government support of this nature greatly reduces the commercial risks associated with aerospace technology development activities for these competitors. This market environment may result in increased pressures on our pricing and other competitive factors.

We believe our ability to compete successfully in designing, engineering and manufacturing our products and services at significantly reduced cost to customers does and will depend on a number of factors, which may change in the future due to increased competition, our ability to meet our customers’ needs and the frequency and availability of our offerings. If we are unable to compete successfully, our business, financial condition and results of operations would be adversely affected.

A pandemic outbreak of a novel strain of coronavirus, also known as COVID-19, has disrupted and may continue to adversely affect our business operations and our financial results.

The global spread of COVID-19 has disrupted certain aspects of our operations and may adversely impact our business operations and financial results, including our ability to execute on our business strategy and goals. Specifically, the continued spread of COVID-19 and related precautionary measures have resulted in delays or disruptions in our supply chain; delays in the launch or execution of certain of our customers’ projects; and a decrease of our operational efficiency in the development of our systems, products, technologies and services. We continue to take measures within our facilities to ensure the health and safety of our employees, which include the creation of a task force to implement COVID-19 protocols in compliance with federal, state and local recommendations, encouraging masking and vaccination, rearranging facilities and work schedules to follow social distancing protocols and undertaking regular and thorough disinfecting of surfaces and tools. However, there can be no assurance that these measures will prevent disruptions due to COVID-19 within our workforce. These measures have also resulted in the reduction of operational efficiency within our impacted workforce, and we expect they will continue to do so.

The pandemic has also resulted in, and may continue to result in, significant disruption and volatility of global financial markets. This disruption and volatility may adversely impact our ability to access capital, which could in the future negatively affect our liquidity and capital resources. Given the rapid and evolving nature of the impact of the virus, responsive measures taken by governmental authorities and the continued uncertainty about its impact on society and the global economy, we cannot predict the extent to which it will affect our operations, particularly if these impacts persist or worsen over an extended period of time. To the extent COVID-19 adversely affects our business operations and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Unsatisfactory safety performance of our spaceflight systems or security incidents at our facilities could have a material adverse effect on our business, financial condition and results of operation.

We manufacture and operate highly sophisticated spaceflight systems that depend on complex technology. We also work cooperatively with our suppliers, subcontractors, venture partners and other parties (“Third Parties”). Failures and disruptions or compromises to our or our Third Parties’ systems may be caused by natural disasters,

accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, bugs or vulnerabilities, physical or electronic break-ins, human error, intentional conduct, targeted cyberattacks, or similar events or incidents. While we have built operational processes to ensure that the design, manufacture, performance and servicing of our spaceflight systems meet rigorous performance goals, there can be no assurance that we will not experience operational or process failures and other problems, including through manufacturing or design defects, pilot error, failure of Third Party safeguards, natural disasters, cyber-attacks, or other intentional acts, that could result in potential safety risks. There can be no assurance that our preparations, or those of Third Parties, will be able to prevent any such incidents.

Any actual or perceived safety issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise. Such issues with our spaceflight systems, facilities, or customer safety could result in delaying or cancelling planned flights, increased regulation or other systemic consequences. Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents, mechanical failures, damages to customer property or medical complications could have a material adverse effect on our business, financial condition and results of operation.

The market for commercial spaceflight has not been established with precision. It is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for commercial spaceflight has not been established with precision and is still emerging. Our estimates for the total addressable market for commercial spaceflight are based on a number of internal and third-party estimates, including our current backlog, the number of consumers, assumed flight cadence, our ability to leverage our current manufacturing and operational processes and general market conditions. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct. The conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for commercial spaceflight, as well as the expected growth rate for the total addressable market for that experience, may prove to be incorrect.

We may experience a number of issues, such as delayed launches, launch failures, failure of our satellites to reach their planned orbital locations, significant increases in the cost of satellite launches, and insufficient capacity available from satellite launch providers. Any such issue could result in the loss of our satellites or cause significant delays in their deployment, which could harm our business, prospects, financial condition and results of operations.

Delays in launching satellites are common and can result from satellite manufacturing delays, unavailability of reliable launch opportunities with suppliers, launch supplier schedule delays, delays in obtaining required regulatory approvals and launch failures. If satellite manufacturing schedules are not met, a launch opportunity may not be available at the time the satellites are ready to be launched. We also share launches with other satellite manufacturers who may cause launch delays that are outside of our control. In addition, launch vehicles or satellite deployment mechanisms may fail, which could result in the destruction of any satellites we have in such launch vehicle or an inability for the satellites to perform their intended mission. Launch failures also result in significant delays in the deployment of satellites because of the need to manufacture replacement satellites, which typically takes up to six months or longer, and to obtain another launch opportunity. Further, the cost of satellite launches, launch insurance rates and launch-related services may significantly increase in the future, which could make it much more costly, potentially prohibitively more costly, for us to launch and deploy our satellites. Any launch failure, underperformance, delay, or increase in the cost of satellite launches or related services, could have a material adverse effect on our results of operations, business prospects and financial condition.

Customer concentration creates risks for our business.

Over 80% of our revenues each year comes from a small number of customers. To the extent that any large customer fails to meet its purchase commitments, changes its ordering patterns or business strategy, or otherwise reduces its purchases or stops purchasing our products or services, or if we experience difficulty in meeting the demand by these customers for our products or services, our revenues and results of operations could be adversely affected.

We may experience a total loss of our technology and products and our customers’ payloads if there is an accident on launch or during the journey into space, and any insurance we have may not be adequate to cover our loss. Also, due to the inherent risks associated with commercial spaceflight, there is the possibility that any accident or catastrophe could lead to the loss of human life or a medical emergency.

Although there have been and will continue to be technological advances in spaceflight, it is still an inherently dangerous activity. Explosions and other accidents on launch or during the flight have occurred and will likely occur in the future. If such incident should occur, we will likely experience a total loss of our systems, products, technologies and services and our customers’ payloads. The total or partial loss of one or more of our products or customer payloads could have a material adverse effect on our results of operations and financial condition. For some missions, we can elect to buy launch insurance, which can reduce our monetary losses from the launch failure, but even in this case we will have losses associated with our inability to test our technology in space and delays with further technology development.

Further, commercial spaceflight is an inherently risky activity that can lead to accidents or catastrophes impacting human life. It is impossible to completely eliminate the potential for human error, and there is a possibility that other accidents may occur in the future as a result of human error or for a variety of other reasons, some of which may be out of our control. Any such accident could result in substantial losses to us, including reputational harm and legal liability, and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

The release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt our operations and adversely affect our financial results.

Our business operations involve the handling, production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals, including materials used in rocket propulsion. The handling, production, transport and disposition of hazardous materials could result in incidents that temporarily shut down or otherwise disrupt our manufacturing operations and could cause production delays. A release of these chemicals or an unplanned ignition or explosion could result in death or significant injuries to employees and others. Material property damage to us and third parties could also occur. Extensive regulations apply to the handling of explosive and energetic materials, including but not limited to regulations governing hazardous substances and hazardous waste. The failure to properly store and ultimately dispose of such materials could create significant liability and/or result in regulatory sanctions. Any release, unplanned ignition, or explosion could expose us to adverse publicity or liability for damages or cause production delays, any of which could have a material adverse effect on our operating results, financial condition and/or cash flows.

We rely on a limited number of suppliers for certain materials and supplied components. We may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms.

We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production.

Our ability to manufacture our launch vehicles is dependent upon sufficient availability of raw materials and supplied components, which we secure from a limited number of suppliers. Our reliance on suppliers to secure these raw materials and supplied components exposes us to volatility in the prices and availability of these materials. We may not be able to obtain sufficient supply of raw materials or supplied components, on favorable terms or at all, which could result in delays in manufacture of our spacecraft or increased costs.

In addition, we have in the past and may in the future experience delays in manufacture or operation as we go through the requalification process with any replacement third-party supplier, as well as the limitations imposed by the International Trade in Arms Regulations administered by the U.S. Department of State (“ITAR”) and other restrictions on transfer of sensitive technologies. Additionally, the imposition of tariffs on such raw materials or supplied components could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources

of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

Our revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected manner.

We sell complex and technologically advanced products and services, including rocket launch services, mission services, spacecraft and spacecraft components. Sophisticated software used in our products and services, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from third parties. Most of the launch vehicles, spacecraft and spacecraft components we have developed must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments. Our products and services may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or we may not be able to detect and fix all defects in the launch vehicles, spacecraft, spacecraft components and systems we sell and/or use. Failure to do so could result in lost revenue and damage to our reputation and may adversely affect our ability to win new contract awards.

Risks Relating to Compliance with Law, Government Regulation and Litigation

Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to our launch system operations, employment and labor, health care, tax, data privacy of the personal information we collect and process and data security of the operational and information technology we use, health and safety, and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change and are often interpreted in different ways, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. While we monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, we cannot guarantee that these measures will be satisfactory to regulators or other third parties, such as our customers. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition.

Failure to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business. For example, the operation and launch of our spacecraft in the United States require licenses and permits from the Federal Communications Commission (the “FCC”) and the Federal Aviation Administration (the “FAA”), as well as review by other agencies of the U.S. Government, including the Department of Defense, Department of State, and NASA. Such license approvals may include an interagency review of safety, operational, national security, foreign policy implications and international obligations, as well as a review of foreign ownership. Any delays in regulatory actions allowing us to conduct our commercial space operations could adversely affect our ability to operate our business and our financial results.

If we are unable to protect the confidentiality of our trade secrets and know how, our business and competitive position may be harmed.

We rely upon unpatented trade secret protection, unpatented know-how and continuing technological innovation to develop and maintain our business and competitive position, and we consider trade secrets and know-how to be our primary form of intellectual property protection. We seek to protect our proprietary technology, in part, by entering into confidentiality agreements with our suppliers, subcontractors, venture partners, employees and consultants, and other third parties. However, we may not be able to prevent the unauthorized disclosure or use of information which we consider to be confidential, our technical know-how or other trade secrets by the parties to these agreements, despite

the existence generally of confidentiality provisions and other contractual restrictions. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective. If any of the suppliers, subcontractors, venture partners, employees and consultants, and other third parties who are parties to these agreements breaches or violates the terms of any of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets as a result. It is also possible that our trade secrets, know-how or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. Even where remedies are available, enforcing a claim that a party illegally disclosed or misappropriated our trade secrets, like patent litigation, is expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets.

Additionally, despite our efforts to protect our proprietary technology, our trade secrets could otherwise become known or be independently discovered by our competitors. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those to whom they communicate, from using that technology or information to compete with us.

Our systems utilize third-party open source software, and any failure to comply with the terms of one or more of these open source software licenses could adversely affect our business, subject us to litigation, or create potential liability.

Our systems include software licensed from third parties under any one or more open source licenses, and we expect to continue to incorporate open source software in our systems and technology in the future. Moreover, we cannot ensure that we have effectively monitored our use of open source software, or validated the quality or source of such software, or that we are in compliance with the terms of the applicable open source licenses or our current policies and procedures. From time to time, there have been claims against companies that use open source software in their products and services asserting that the use of such open source software infringes the claimants’ intellectual property rights. As a result, we could be subject to suits by third parties claiming that what we believe to be licensed open source software infringes such third parties’ intellectual property rights. Additionally, if an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages and required to comply with onerous conditions or restrictions on these solutions, which could disrupt the distribution and sale of these solutions. Litigation could be costly for us to defend, have a negative effect on our business, financial condition, and results of operations, or require us to devote additional research and development resources to change our solutions. Furthermore, these third-party open source providers could experience service outages, data loss, privacy breaches, cyber-attacks, and other events relating to the applications and services they provide that could diminish the utility of these services, and which could harm our business as a result. In the past, we’ve experienced software vulnerabilities with our software providers. We may continue to experience such vulnerabilities in the future.

Use of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code, including with respect to security vulnerabilities where open source software may be more susceptible. In addition, certain open source licenses require that source code for software programs that incorporate, use or combine with such open source software be made available to the public at no cost and that any modifications or derivative works to such open source software continue to be licensed under the same terms as the open source software license. The terms of various open source licenses to which we are subject have not or may not have been interpreted by courts in the relevant jurisdictions, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our software and data. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open source licenses, if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our solutions, or otherwise be limited in the licensing of our solutions, each of which could reduce or eliminate the value of our solutions. Disclosing our proprietary source code could allow our competitors to create similar products with lower development effort and time and ultimately could result in a loss of sales. Furthermore, any such re-engineering or other remedial efforts could require significant additional research and

development resources, and we may not be able to successfully complete any such re-engineering or other remedial efforts. Any of these events could create liability for us and damage our reputation, which could have a material adverse effect on our business, results of operations, and financial condition and the market price of our shares.

Intuitive Machines has identified material weaknesses in its internal control over financial reporting If not remediated, or if New Intuitive Machines experiences additional material weaknesses in the future or otherwise fails to maintain effective internal controls in the future, New Intuitive Machines may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in New Intuitive Machines and, as a result, the value of the New Intuitive Machines Class A Common Stock.

As an emerging growth company, we are in the process of developing our internal processes and procedures to accommodate our rapid growth in recent years. In the course of preparing the consolidated financial statements as of December 31, 2021 that are included elsewhere in this proxy statement/prospectus, our management determined that we have three material weaknesses in our internal controls over financial reporting. These material weaknesses primarily relate to the following matters that are relevant to the preparation of our consolidated financial statements:

•        We did not design and maintain effective controls over identification of performance obligations and timing of revenue recognition for certain contracts, as well as the review and reconciliation of certain revenue schedules to the trial balance.

•        We did not design and maintain effective controls over the identification and recognition of non-routine, unusual or complex transactions.

•        We did not maintain proper segregation of duties related to the posting of manual journal entries to the trial balance.

These deficiencies could result in a misstatement of one or more account balances or disclosures potentially leading to a material misstatement to the annual or interim consolidated financial statements which may not be prevented or timely detected and, accordingly, management determined that these control deficiencies constitute material weaknesses.

In order to remediate these material weaknesses, we have taken and plan to take the following actions:

•        Continuing to hire personnel with public company experience and providing additional training for our personnel on internal controls as our company continues to grow;

•        Implementing additional controls and processes that operate at a sufficient level of precision and frequency or that evidence the performance of the control, particularly associated with accounting and reporting of revenue and non-routine, unusual or complex transactions;

•        Implementing processes and controls to better identify and manage segregation of duties;

•        Considering system enhancements to reduce reliance on manual processes; and

•        Engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and assisting with the remediation of deficiencies, as necessary.

We will not be able to fully remediate these control deficiencies until these steps have been completed, have been operating effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. We and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of December 31, 2021 or any period in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act after the completion of the Business Combination.

If not remediated, these material weaknesses could result in further material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future after the completion of this Business Combination, investors may lose confidence in the

accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year could have an adverse impact on our business, financial condition, results of operations and cash flows.

The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, results of operations and cash flows.

Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the defense spending priorities of the U.S. government, what challenges budget reductions will present for the defense industry and whether annual appropriations bills for all agencies will be enacted for U.S. government fiscal 2023 and thereafter due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding. The U.S. government’s budget deficit and the national debt could have an adverse impact on our business, financial condition, results of operations and cash flows in a number of ways, including the following:

•        The U.S. government could reduce or delay its spending on, reprioritize its spending away from, or decline to provide funding for the government programs in which we participate;

•        U.S. government spending could be impacted by alternate arrangements to sequestration, which increases the uncertainty as to, and the difficulty in predicting, U.S. government spending priorities and levels; and

•        We may experience declines in revenue, profitability and cash flows as a result of reduced or delayed orders or payments or other factors caused by economic difficulties of our customers and prospective customers, including U.S. federal, state and local governments.

Furthermore, we believe continued budget pressures could have serious negative consequences for the security of the U.S., the defense industrial base and the customers, employees, suppliers, investors and communities that rely on companies in the defense industrial base. Budget and program decisions made in this environment would have long-term implications for us and the entire defense industry.

We are subject to stringent U.S. export and import control laws and regulations and U.S. economic sanctions and trade control laws and regulations.

We are required to comply with U.S. export control laws and regulations, including ITAR, Bureau of Political Military Affairs’ directorate of Defense Trade controls administered by the U.S. Department of State, and the EAR, administered by the U.S. Department of Commerce’s Bureau of Industry and Security. Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) maintain a registration under ITAR, (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (iii) obtain licenses or other forms of U.S. government authorization to engage in the conduct of our space transport business. Violations of applicable export control laws and related regulations could result in criminal and administrative penalties, including fines, possible denial of export privileges, and debarment, which could have a material adverse impact on our business, including our ability to enter into contracts or subcontracts for U.S. government customers.

The inability to secure and maintain necessary export authorizations could negatively impact our ability to compete successfully or to operate our spaceflight business as planned. For example, if we were unable to obtain or maintain our licenses to export certain spacecraft hardware, we would be effectively prohibited from launching our vehicles from certain non-U.S. locations, which would limit the number of launch providers we could use. In addition, if we were unable to obtain a Department of State Technical Assistance Agreement to export certain launch related services, we would experience difficulties or even be unable to perform integration activities necessary to safely integrate our transfer vehicles to non-U.S. launch vehicles. In both cases, these restrictions could lead to higher launch costs which may have

a material adverse impact on our results of operations. Similarly, if we were unable to secure effective export licensure to authorize the full scope of activity with a foreign partner or supplier, we may be required to make design changes to spacecraft or updates to our supplier chain, which may result in increased costs to us or delays in vehicle launches.

Any changes in the export control regulations or U.S. government licensing policy, such as those necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations. There is no inherent right to perform an export and given the significant discretion the government has adjudicating such authorizations in furtherance of U.S. national security and foreign policy interests, there can be no assurance we will be successful in our current and future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals.

In addition, U.S. export control laws continue to change. For example, the control lists under the ITAR and the EAR are periodically updated to reclassify specific types of export-controlled technology. For example, any changes to the jurisdictional assignment of controlled data or hardware used by us could result in the need for different export authorizations, each then subject to a subsequent approval.

Similarly, should exceptions or exemptions under the EAR or ITAR, respectively, be changed, our activities otherwise authorized via these mechanisms may become unavailable and could result in the need for additional export authorizations. Additionally, changes to the administrative implementation of export control laws at the agency level may suddenly change as a result of geo-political events, which could result in existing or proposed export authorization applications being viewed in unpredictable ways, or potentially rejected, as a result of the changed agency level protocol.

We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business, financial condition, results of operations and cash flows.

Over its lifetime, a U.S. government program may be implemented by the award of many different individual contracts and subcontracts. The funding of U.S. government programs is subject to U.S. Congressional appropriations. In recent years, U.S. government appropriations have been affected by larger U.S. government budgetary issues and related legislation. Although multi-year contracts may be authorized and appropriated in connection with major procurements, the U.S. Congress generally appropriates funds on a government fiscal year basis. Procurement funds are typically made available for obligation over the course of one to three years. Consequently, programs often initially receive only partial funding, and additional funds are obligated only as the U.S. Congress authorizes further appropriations. We cannot predict the extent to which total funding and/or funding for individual programs will be included, increased or reduced as part of the annual appropriations process ultimately approved by U.S. Congress and the President of the United States or in separate supplemental appropriations or continuing resolutions, as applicable. The termination of funding for a U.S. government program would result in a loss of anticipated future revenue attributable to that program, which could have an adverse impact on our operations. In addition, the termination of a program or the failure to commit additional funds to a program that already has been started could result in lost revenue and increase our overall costs of doing business.

Generally, U.S. government contracts are subject to oversight audits by U.S. government representatives. Such audits could result in adjustments to our contract costs. Any costs found to be improperly allocated to a specific contract will not be reimbursed, and such costs already reimbursed must be refunded. We have recorded contract revenue based on costs we expect to realize upon final audit. However, we do not know the outcome of any future audits and adjustments, and we may be required to materially reduce our revenue or profits upon completion and final negotiation of audits. Negative audit findings could also result in termination of a contract, forfeiture of profits, suspension of payments, fines or suspension or debarment from U.S. Government contracting or subcontracting for a period of time.

In addition, U.S. government contracts generally contain provisions permitting termination, in whole or in part, without prior notice at the U.S. government’s convenience upon payment only for work done and commitments made at the time of termination. For some contracts, we are a subcontractor and not the prime contractor, and in those arrangements, the U.S. Government could terminate the prime contractor for convenience without regard for our performance as a subcontractor. We can give no assurance that one or more of our U.S. government contracts will not be terminated under those circumstances. Also, we can give no assurance that we would be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of our U.S. government contracts. Because a significant portion of our revenue is dependent on our performance and payment under our U.S. government contracts, the loss of one or more large contracts could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Our contracts and services with the U.S. government is also subject to specific procurement regulations and a variety of socioeconomic and other requirements. These requirements, although customary in U.S. government contracts, increase our performance and compliance costs. These costs might increase in the future, thereby reducing our margins, which could have an adverse effect on our business, financial condition, results of operations and cash flows. In addition, the U.S. government has and may continue to implement initiatives focused on efficiencies, affordability and cost growth and other changes to its procurement practices. These initiatives and changes to procurement practices may change the way U.S. government contracts are solicited, negotiated and managed, which may affect whether and how we pursue opportunities to provide our products and services to the U.S. government, including the terms and conditions under which we do so, which may have an adverse impact on our business, financial condition, results of operations and cash flows. For example, contracts awarded under the Department of Defense’s Other Transaction Authority for research and prototypes generally require cost-sharing and may not follow, or may follow only in part, standard U.S. government contracting practices and terms, such as the Federal Acquisition Regulation and Cost Accounting Standards.

Failure to comply with applicable regulations and requirements could lead to fines, penalties, repayments, or compensatory or treble damages, or suspension or debarment from U.S. government contracting or subcontracting for a period of time. Among the causes for debarment are violations of various laws and regulations, including those related to procurement integrity, export control (including ITAR), U.S. government security, employment practices, protection of the environment, accuracy of records, proper recording of costs and foreign corruption. The termination of a U.S. government contract or relationship as a result of any of these acts would have an adverse impact on our operations and could have an adverse effect on our standing and eligibility for future U.S. government contracts.

Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

Our results of operations are materially affected by economic and political conditions in the U.S. and internationally, including inflation, deflation, interest rates, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions. Current or potential customers may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.

The current invasion of Ukraine by Russia has escalated tensions among the U.S., the North Atlantic Treaty Organization (“NATO”) and Russia. The U.S. and other NATO member states, as well as non-member states, have announced new sanctions against Russia and certain Russian banks, enterprises and individuals. These and any future additional sanctions and any resulting conflict between Russia, the U.S. and NATO countries could have an adverse impact on our current operations.

Further, such invasion, ongoing military conflict, resulting sanctions and related countermeasures by NATO states, the U.S. and other countries are likely to lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.

Risks Relating to Intuitive Machines’ Capital Resources

Our indebtedness could expose us to risks that could adversely affect our business, financial condition and results of operations.

In the future, we may incur additional indebtedness. Our indebtedness could have significant negative consequences for our security holders, business, results of operations and financial condition by, among other things:

•        increasing our vulnerability to adverse economic and industry conditions;

•        limiting our ability to obtain additional financing;

•        requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;

•        limiting our flexibility to plan for, or react to, changes in our business; and

•        placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay any additional indebtedness that we may incur. In addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that will limit our ability to operate our business, raise capital or make payments under our indebtedness. If we fail to comply with such covenants or to make payments under any of our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that indebtedness becoming immediately payable in full and cross-default or cross-acceleration under our other indebtedness and other liabilities.

Our actual operating results may differ significantly from our guidance.

From time to time, we have released, and may continue to release, guidance in our quarterly earnings releases, quarterly earnings conference calls, or otherwise, regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which includes forward-looking statements, has been and will be based on projections prepared by our management. These projections are not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our registered public accountants nor any other independent expert or outside party compiles or examines the projections. Accordingly, no such person expresses any opinion or any other form of assurance with respect to the projections.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control, such as COVID-19, and are based upon specific assumptions with respect to future business decisions, some of which will change. The rapidly evolving market in which we operate may make it difficult to evaluate our current business and our future prospects, including our ability to plan for and model future growth. We intend to state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed. However, actual results will vary from our guidance and the variations may be material. The principal reason that we release guidance is to provide a basis for our management to discuss our business outlook as of the date of release with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons. Investors are urged not to rely upon our guidance in making an investment decision regarding our common stock.

Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “Risk Factors” section could result in our actual operating results being different from our guidance, and the differences may be adverse and material.

We have a history of losses and may not achieve profitability in the future. We will need substantial additional capital to fund our operations. If we fail to obtain additional capital, we may be unable to sustain operations.

We expect to continue to incur operating losses for the foreseeable future as we continue to expand and develop, and we may need additional capital from external sources. If we are unable to raise additional capital, we may have to significantly delay, scale back or discontinue one or more of our R&D programs. We may be required to cease operations or seek partners for our product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available. In the absence of additional capital we may also be required to relinquish, license or otherwise dispose of rights to technologies, product candidates or products that we would otherwise seek to develop or commercialize on terms that are less favorable than might otherwise be available. If we are unable to secure additional capital, we may be required to take additional measures to reduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations. These measures could cause significant delays in the development of our product candidates.

We are a “smaller reporting company” under federal securities laws and we cannot be certain whether the reduced reporting requirements applicable to such companies will make our common stock less attractive to investors.

We are a “smaller reporting company” under federal securities laws. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We will remain a smaller reporting company so long as our public float remains less than $250 million as of the last business day of our most recently completed second fiscal quarter or our annual revenues are less than $100 million

and our public float remains less than $700 million. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or be more volatile.

Our financial results may vary significantly from quarter to quarter.

We expect our revenue and operating results to vary from quarter to quarter. Reductions in revenue in a particular quarter could lead to lower profitability in that quarter because a relatively large amount of our expenses are fixed in the short-term. We may incur significant operating expenses during the start-up and early stages of large contracts and may not be able to recognize corresponding revenue in that same quarter. We may also incur additional expenses when contracts are terminated or expire and are not renewed. We may also incur additional expenses when companies are newly acquired.

In addition, payments due to us from our customers may be delayed due to billing cycles or as a result of failures of government budgets to gain congressional and administration approval in a timely manner. The U.S. government’s fiscal year ends September 30. If a federal budget for the next federal fiscal year has not been approved by that date in each year, our customers may have to suspend engagements that we are working on until a budget has been approved. Any such suspensions may reduce our revenue in the fourth quarter of the federal fiscal year or the first quarter of the subsequent federal fiscal year. The U.S. government’s fiscal year end can also trigger increased purchase requests from customers for equipment and materials.

Any increased purchase requests we receive as a result of the U.S. government’s fiscal year end would serve to increase our third or fourth quarter revenue, but will generally decrease profit margins for that quarter, as these activities generally are not as profitable as our typical offerings.

Additional factors that may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this “Risk Factors” section and the following factors, among others:

•        the terms of customer contracts that affect the timing of revenue recognition;

•        variability in demand for our services and solutions;

•        commencement, completion or termination of contracts during any particular quarter;

•        timing of shipments and product deliveries;

•        timing of award or performance incentive fee notices;

•        timing of significant bid and proposal costs;

•        the costs of remediating unknown defects, errors or performance problems of our product offerings;

•        variable purchasing patterns under blanket purchase agreements and other indefinite delivery/ indefinite quantity contracts;

•        restrictions on and delays related to the export of defense articles and services;

•        costs related to government inquiries;

•        strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures;

•        strategic investments or changes in business strategy;

•        changes in the extent to which we use subcontractors;

•        seasonal fluctuations in our staff utilization rates;

•        changes in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred tax assets; and

•        the length of sales cycles.

Significant fluctuations in our operating results for a particular quarter could cause us to fall out of compliance with the financial covenants related to our debt, which if not waived, could restrict our access to capital and cause us to take extreme measures to pay down the debt, if any.

Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.

We prepare our consolidated financial statements in accordance with U.S. GAAP. These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements. We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We periodically evaluate our estimates and assumptions including, but not limited to, those relating to business acquisitions, revenue recognition, restructuring costs, recoverability of assets including customer receivables, valuation of goodwill and intangibles, contingencies, stock-based compensation and income taxes. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors. Actual results could differ from these estimates as a result of changes in circumstances, assumptions, policies or developments in the business, which could materially affect our consolidated financial statements.

Risks Relating to New Intuitive Machines’ Organizational Structure

Our principal asset after the completion of the Business Combination will be our interest in Intuitive Machines OpCo, and, accordingly, we will depend on distributions from Intuitive Machines OpCo to pay our taxes and expenses, including payments under the Tax Receivable Agreement, and to pay dividends. Intuitive Machines OpCo’s ability to make such distributions may be subject to various limitations and restrictions.

Upon the completion of the Business Combination, we will be a holding company and will have no material assets other than our ownership of Intuitive Machines OpCo Common Units, Intuitive Machines OpCo Warrants, Intuitive Machines OpCo Preferred Investor Warrants and Intuitive Machines OpCo Series A Units. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future will be dependent upon the financial results and cash flows of Intuitive Machines OpCo and its subsidiaries and distributions we receive from Intuitive Machines OpCo. Intuitive Machines OpCo and its subsidiaries may not generate sufficient cash flow to distribute funds to us and applicable state law and contractual restrictions, including negative covenants in our debt instruments, may not permit such distributions.

We anticipate that Intuitive Machines OpCo will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Intuitive Machines OpCo Common Units and Intuitive Machines OpCo Series A Units, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Intuitive Machines OpCo. Under the terms of the Second A&R Operating Agreement, Intuitive Machines OpCo will be obligated, subject to various limitations and restrictions, including with respect to any applicable credit agreements, to make tax distributions to holders of Intuitive Machines OpCo Common Units and Intuitive Machines OpCo Series A Units, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments under the Tax Receivable Agreement, which we expect could be significant. See “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

We intend, as its managing member, to cause Intuitive Machines OpCo to make (i) pro rata tax distributions to the Intuitive Machines Members in an amount sufficient to fund all or part of their tax obligations in respect of taxable income allocated to them and to cover our tax obligations, other than with respect to income allocated to the Series A Preferred Units, but including payments due under the Tax Receivable Agreement, (ii) additional tax distributions to us to the extent necessary to cover our tax obligations with respect to income from the Series A Preferred Units and (iii) distributions to us to pay our operating expenses and to fund any dividends, included dividends made on the Series A Preferred Stock. However, Intuitive Machines OpCo’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Intuitive Machines OpCo is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Intuitive Machines OpCo insolvent. If we do not have sufficient funds to pay our tax or other liabilities or to fund our operations (including, if applicable, as a result of an acceleration of our obligations under the

Tax Receivable Agreement), we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in a termination of the Tax Receivable Agreement and the acceleration of payments due under the Tax Receivable Agreement. See “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement” and “The Business Combination Proposal — Related Agreements — Second A&R Operating Agreement — Distributions.”

Under the Second A&R Operating Agreement, we intend to cause Intuitive Machines OpCo, from time to time, to make pro rata distributions in cash to each holder of Intuitive Machines OpCo Common Units (including us) in amounts at least sufficient to cover the taxes imposed on their allocable share of net taxable income of Intuitive Machines OpCo. As a result of (i) potential differences in the amount of net taxable income allocable to us and to Intuitive Machines OpCo’s other members, (ii) the lower tax rate applicable to corporations compared to individuals, and (iii) certain tax benefits that we anticipate from (a) future purchases or redemptions of Intuitive Machines OpCo Common Units from the Intuitive Machines Members (other than us) and (b) payments under the Tax Receivable Agreement, these cash distributions may be in amounts that exceed our actual tax liabilities with respect to the relevant taxable year, including our obligations under the Tax Receivable Agreement. Our board of directors will determine the appropriate uses for any such excess cash, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash) to our stockholders. No adjustments to the exchange ratio for Intuitive Machines OpCo Common Units and corresponding shares of New Intuitive Machines Class A Common Stock will be made as a result of any cash distribution by us or any retention of cash by us, and in any event the ratio will remain one-to-one. To the extent we do not distribute such excess cash as dividends on our stock we may take other actions with respect to such excess cash, for example, holding such excess cash, or lending it (or a portion thereof) to Intuitive Machines OpCo, which may result in shares of our New Intuitive Machines Class A Common Stock increasing in value relative to the value of Intuitive Machines OpCo Common Units. Following such loan or a contribution of such excess cash to Intuitive Machines OpCo, we may, but are not required to, make an adjustment to the outstanding number of Intuitive Machines OpCo Common Units held by the Intuitive Machines Members (other than us). In the absence of such adjustment, the Intuitive Machines Members may benefit from any value attributable to such cash and/or loan balances if they acquire shares of New Intuitive Machines Class A Common Stock in exchange for their Intuitive Machines OpCo Common Units, notwithstanding that such holders may have participated previously as holders of Intuitive Machines OpCo Common Units in distributions that resulted in such excess cash balances.

The Tax Receivable Agreement with the TRA Holders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

Upon the closing of the Business Combination, we will enter into a Tax Receivable Agreement with Intuitive Machines OpCo and the TRA Holders. Under the Tax Receivable Agreement, we will be required to make cash payments to the TRA Holders equal to 85% of the amount of cash tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize (calculated using certain assumptions), as a result of the Existing Basis, Basis Adjustments and Interest Deductions (each as defined below). Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the (i) Existing Basis, (ii) Basis Adjustments, and (iii) Interest Deductions would aggregate to approximately $ 170.4 million over 20 years from the date of the Business Combination based on a $10.00 per share trading price of our New Intuitive Machines Class A Common Stock, and assuming all future redemptions or exchanges would occur one year after the consummation of the Business Combination at the same assumed price per share. Under such scenario, assuming future payments are made on the due date (with extension) of each relevant U.S. federal income tax return, we would be required to pay approximately 87% of such amount, or approximately $148.2 million, over the 20-year period from the date of the Business Combination, and we would benefit from the remaining 13% of the tax benefits. We will depend on cash distributions from Intuitive Machines OpCo to make payments under the Tax Receivable Agreement. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us. Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of the purchase of Intuitive Machines OpCo Common Units and Intuitive Machines OpCo Common Unit exchanges,

and the resulting amounts we are likely to pay out to the TRA Holders pursuant to the Tax Receivable Agreement; however, we estimate that such payments will be substantial. See “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

The payment obligation is an obligation of the Company and not of Intuitive Machines OpCo. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid by us. Payments under the Tax Receivable Agreement are not conditioned upon one or more of the TRA Holders maintaining a continued ownership interest in Intuitive Machines OpCo or us. Furthermore, if we experience a Change of Control (as defined under the Second A&R Operating Agreement), which includes certain mergers, asset sales and other forms of business combinations, we would be obligated to make an immediate payment, and such payment may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates. This payment obligation could (i) make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement and (ii) result in holders of our New Intuitive Machines Class A Common Stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. Accordingly, the TRA Holders’ interests may conflict with those of the holders of our New Intuitive Machines Class A Common Stock. For more information, see “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.”

In addition, decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments made under the Tax Receivable Agreement. For example, the earlier disposition of assets following a redemption or exchange of Intuitive Machines OpCo Common Units may accelerate the recognition of associated tax benefits for which we would be required to make payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before a redemption or exchange of Intuitive Machines OpCo Common Units increase the tax liability of the TRA Holders (or their transferees or assignees) without giving rise to any rights to receive payments under the Tax Receivable Agreement with respect to tax attributes associated with such assets. For more information, see “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

The ability to generate tax assets covered by the Tax Receivable Agreement, and the actual use of any resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges of Intuitive Machines OpCo Common Units by, or purchases of Intuitive Machines OpCo Common Units from, the TRA Holders (or their transferees or other assignees), the price of our New Intuitive Machines Class A Common Stock at the time of the redemption, exchange or purchase; the extent to which such redemptions, exchanges or purchases are taxable; the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the tax rates and laws then applicable and the portion of our payments under the Tax Receivable Agreement constituting imputed interest.

In certain cases, payments under the Tax Receivable Agreement to the TRA Holders may be accelerated and/or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement will provide that if (i) we materially breach any of our material obligations thereunder or the Tax Receivable Agreement is rejected by operation of law, (ii) certain mergers, asset sales, other forms of business combinations or other changes of control were to occur after the consummation of the Business Combination or (iii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments would be accelerated and become immediately due and payable. The amount due and payable in those circumstances is based on the present value (at a discount rate equal to the secured overnight financing rate (“SOFR”) plus 100 basis points) of projected future tax benefits that are based on certain assumptions, including an assumption that we would have sufficient taxable income to fully use all potential future tax benefits that are subject to the Tax Receivable Agreement. Based on such assumptions, if we were to exercise our termination right, or the Tax Receivable Agreement is otherwise terminated, immediately following the consummation of the Business Combination, the aggregate amount of the termination payments would be approximately $100.4 million. See “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

As a result of the foregoing, we would be required to make an immediate cash payment that may be made significantly in advance of the actual realization, if any, of such future tax benefits. We could also be required to make cash payments to the TRA Holders that are greater than 85% of the actual cash tax savings we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise. We may not be able to fund or finance our obligations under the Tax Receivable Agreement.

We will not be reimbursed for any payments made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which are complex and factual in nature, and the IRS or another taxing authority may challenge all or part of the tax basis increases or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially affect a recipient’s rights and obligations under the Tax Receivable Agreement, then our ability to settle such challenges may be restricted by the rights of the TRA Holders pursuant to the Tax Receivable Agreement, and such restrictions apply for as long as the Tax Receivable Agreement remains in effect. In addition, we will not be reimbursed for any cash payments previously made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a TRA Holder are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a TRA Holder will be netted against any future cash payments that we might otherwise be required to make to such TRA Holder under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a TRA Holder for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. Moreover, the excess cash payments we made previously under the Tax Receivable Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of 85% of the actual cash tax savings that we realize in respect of the tax attributes with respect to a TRA Holder that are the subject of the Tax Receivable Agreement.

If Intuitive Machines OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Intuitive Machines OpCo might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We and Intuitive Machines OpCo intend to operate such that Intuitive Machines OpCo does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership, the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exercises of the Intuitive Machines OpCo Options, redemptions and exchanges of Intuitive Machines OpCo Common Units pursuant to the Intuitive Machines Members’ redemption and exchange rights as described under “Certain Relationships and Related Party Transactions — Second Amended and Restated Operating Agreement — Intuitive Machines OpCo Common Units Redemption Right,” or other transfers of Intuitive Machines OpCo units could cause Intuitive Machines OpCo to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate so that redemptions, exchanges and other transfers of Intuitive Machines OpCo units qualify for one or more such safe harbors. For example, we intend to limit the number of unitholders of Intuitive Machines OpCo, and the Second A&R Operating Agreement provides for limitations on the ability of unitholders of Intuitive Machines OpCo to transfer their Intuitive Machines OpCo units and will provide us, as managing member of Intuitive Machines OpCo, with the right to impose restrictions (in addition to those already in place) on the ability of owners of Intuitive Machines OpCo to redeem, exchange or otherwise transfer their Intuitive Machines OpCo units to the extent we believe it is necessary to ensure that Intuitive Machines OpCo will continue to be classified as a partnership for U.S. federal income tax purposes.

If Intuitive Machines OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and for Intuitive Machines OpCo, including as a result of our inability to file a consolidated U.S. federal income tax return with Intuitive Machines OpCo. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Intuitive Machines’ OpCo’s assets) were subsequently determined to have been unavailable.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of Intuitive Machines OpCo, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

As the sole managing member of Intuitive Machines OpCo, we will control and operate Intuitive Machines OpCo. On that basis, we believe that our interest in Intuitive Machines OpCo is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of Intuitive Machines OpCo, our interest in Intuitive Machines OpCo could be deemed an “investment security” for purposes of the 1940 Act.

We and Intuitive Machines OpCo intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Intuitive Machines and New Intuitive Machines will be controlled by the Intuitive Machines Founders, whose interests may differ from those of New Intuitive Machines’ public stockholders.

The Intuitive Machines Founders will have control over all stockholder decisions because they will control a substantial majority of the combined voting power of New Intuitive Machines following the Closing. This will limit or preclude your ability to influence corporate matters. Specifically, upon Closing, the Intuitive Machines Founders will collectively control approximately       % of the combined voting power of our common stock (or       % if the underwriters exercise their option to purchase additional shares in full) as a result of their ownership of New Intuitive Machines Class C Common Stock, each share of which is entitled to three votes on all matters submitted to a vote of our stockholders.

As a result, the Intuitive Machines Founders will have the ability to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets. This concentration of ownership and voting power may also delay, defer or even prevent an acquisition by a third party or other change of control of us and may make some transactions more difficult or impossible without their support, even if such events are in the best interests of minority stockholders. This concentration of voting power may have a negative impact on the trading price of New Intuitive Machines Class A Common Stock.

The Intuitive Machines Founders are entitled to vote their shares, and shares over which they have voting control, in their own interests, which may not always be in the interests of our stockholders generally. Because the Intuitive Machines Founders hold their economic interest in our business through Intuitive Machines OpCo, rather than through Intuitive Machines, Inc., they may have conflicting interests with holders of shares of New Intuitive Machines Class A Common Stock. For example, the Intuitive Machines Founders may have a different tax position from us, which could influence their decisions regarding whether and when we should dispose of assets or incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement, and whether and when we should undergo certain changes of control within the meaning of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration these tax or

other considerations even where no similar benefit would accrue to us. See “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.” In addition, the Intuitive Machines Founders’ ability to effectively control us may discourage someone from making a significant equity investment in us, or could discourage transactions involving a change in control, including transactions in which you as a holder of shares of New Intuitive Machines Class A Common Stock might otherwise receive a premium for your shares over the then-current market price.

FTSE Russell and Standard & Poor’s does not allow most newly public companies utilizing dual or multi-class capital structure to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P Small Cap 600, which together make up the S&P Composite 1500. Our multi-class capital structure may make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock. In addition, other stock indices may take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and would make New Intuitive Machines Class A Common Stock less attractive to other investors. As a result, the trading price and volume of New Intuitive Machines Class A Common Stock could be adversely affected.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of New Intuitive Machines Class A Common Stock, which could depress the trading price of our New Intuitive Machines Class A Common Stock.

Our certificate of incorporation will authorize us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of New Intuitive Machines Class A Common Stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for New Intuitive Machines Class A Common Stock at a premium to the market price and materially and adversely affect the market price and the voting and other rights of the holders of New Intuitive Machines Class A Common Stock.

Risks Related to Inflection Point

Unless the context otherwise requires, all references in this section to “Inflection Point,” “we,” “us” or “our” refer to Inflection Point prior to the consummation of the Business Combination and New Intuitive Machines after the consummation of the Business Combination.

Risks Relating to our Search for, and Consummation of or Inability to Consummate, an Initial Business Combination

Our Sponsor and management team have agreed to vote in favor of the Business Combination, regardless of how our Public Shareholders vote.

As of the Record Date, our Sponsor owns 20% of our issued and outstanding ordinary shares. Although it is not required to do so, Kingstown 1740, an affiliate of the Sponsor, has advised us that it intends to vote all Public Shares it holds in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and Kingstown 1740 collectively own approximately 27% of the issued and outstanding Inflection Point Ordinary Shares.

Our Sponsor, officers and directors also may from time to time purchase Public Shares prior to our initial business combination. The Cayman Constitutional Documents provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of Inflection Point including the Founder Shares. As a result, in addition to our Sponsor’s Founder Shares, and the 2,900,000 Public Shares owned by Kingstown 1740 Fund, LP, we will need 9,465,625, or 28.7% (assuming all issued and outstanding shares are voted) of the 32,975,000 Public Shares sold in our IPO to be voted in favor of the Business Combination in order to have the Business Combination approved. If only the minimum number of shares representing a quorum are voted, no affirmative votes from other Public Shareholders would be required to

approve the Business Combination. Accordingly, the agreement by our Sponsor, officers and directors, and the intent of Kingstown 1740 to vote in favor of the Business Combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for the Business Combination.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.

We do not know how many Public Shareholders may exercise their redemption rights. If a larger number of Public Shares are submitted for redemption than we initially expected, we may need to arrange for additional debt or equity financing to provide working capital to New Intuitive Machines following the Closing. There can be no assurance that such debt or equity financing will be available to us if we need it or, if available, the terms will be satisfactory to us. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels and may increase the probability that the Business Combination will be unsuccessful. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we complete an alternate initial business combination or liquidate the Trust Account if we are unable to complete an initial business combination within the time period provided by our Organizational Documents. If you are in need of immediate liquidity, you could attempt to sell your Public Shares in the open market; however, at such time our Public Shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your Public Shares in the open market.

Our Sponsor, directors, officers, advisors and their affiliates may elect to purchase Public Shares from Public Shareholders, which may reduce the public “float” of our Public Shares.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material non-public information regarding Inflection Point, Intuitive Machines, or its or their securities, our Sponsor, directors, officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market from shareholders who redeem, or indicate an intention to redeem, their Public Shares, or they may enter into transactions with such persons and others to provide them with incentives to acquire Public Shares. Any Public Shares purchased by the Sponsor or its affiliates would be purchased at a price no higher than the Redemption Price for the Public Shares. For illustrative purposes, as of June 30, 2022, this would have amounted to approximately $10.02 per Public Share. Any Public Shares so purchased would not be voted by the Sponsor or its affiliates at the extraordinary general meeting and would not be redeemable by the Sponsor or its affiliates.

The purpose of such share purchases and other transactions would be to decrease the number of redemptions. While the nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

However, other than as expressly stated in this proxy statement/prospectus, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

Entering into any such arrangements may have a depressive effect on the price of the New Intuitive Machines Class A Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting. In addition, the public “float” of our Public Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

If you or a “group” of Public Shareholders are deemed to hold in excess of 20% of our Public Shares, you will lose the ability to redeem all such Public Shares in excess of 20% of our Public Shares.

The Cayman Constitutional Documents provide that a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than

an aggregate of 20% of the Public Shares without our prior consent, which we refer to as the Excess Shares. However, such Public Shareholders’ may vote all of their Public Shares (including Excess Shares) for or against the Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete the Business Combination and you could suffer a material loss on your investment in Inflection Point if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if Inflection Point completes the Business Combination. And as a result, you will continue to hold that number of Public Shares exceeding 20% and, in order to dispose of such Public Shares, would be required to sell your Public Shares in open market transactions, potentially at a loss.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Public Shareholders may be less than $10.00 per share.

Inflection Point’s placing of funds in the Trust Account may not protect those funds from third party claims against Inflection Point. Although Inflection Point seeks to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Inflection Point’s Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Inflection Point’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Inflection Point’s management will consider whether competitive alternatives are reasonably available to it and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of Inflection Point under the circumstances, Marcum LLP, Inflection Point’s independent registered public accounting firm, and the underwriters of Inflection Point’s IPO did not, and will not, execute agreements with Inflection Point waiving such claims to the monies held in the Trust Account.

Examples of possible instances where Inflection Point may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Inflection Point and will not seek recourse against the Trust Account for any reason. Upon redemption of Inflection Point’s Public Shares, if it is unable to complete the Business Combination, or another initial business combination, within the prescribed timeframe, or upon the exercise of the redemption rights in connection with the Business Combination, or another initial business combination, Inflection Point will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to a Letter Agreement, the Sponsor has agreed that it will be liable to Inflection Point if and to the extent any claims by a third party for services rendered or products sold to Inflection Point, or a prospective target business with which Inflection Point has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of: (i) $10.00 per Public Share; and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under Inflection Point’s indemnity of the underwriters of its IPO against certain liabilities, including liabilities under the Securities Act. However, Inflection Point has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and Inflection Point believes that the Sponsor’s only assets are securities of Inflection Point. Therefore, Inflection Point cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination, or another initial business combination, and redemptions could be reduced to less than $10.00 per Public Share. In such event, Inflection Point may not be able to complete the Business Combination, or another initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of Inflection Point’s officers or directors will indemnify Inflection Point for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Inflection Point’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of: (i) $10.00 per Public Share; and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Inflection Point’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Inflection Point currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce the Sponsor’s indemnification obligations to Inflection Point, it is possible that Inflection Point’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If Inflection Point’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Inflection Point’s Public Shareholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if: (i) we have sufficient funds outside of the Trust Account; or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, Inflection Point files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Inflection Point’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Inflection Point’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Inflection Point’s shareholders in connection with our liquidation may be reduced.

If, after Inflection Point distributes the proceeds in the Trust Account to its Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of            Inflection Point Board may be viewed as having breached their fiduciary duties to Inflection Point’s creditors, thereby exposing the members of the Inflection Point Board and Inflection Point to claims of punitive damages.

If, after Inflection Point distributes the proceeds in the Trust Account to its Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by Inflection Point’s shareholders. In addition, the Inflection Point Board may be viewed as having breached its fiduciary duty to Inflection Point’s creditors and/or having acted in bad faith, thereby exposing itself and Inflection Point to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Changes in laws or regulations, including different or heightened rules or requirements promulgated by the SEC, or a failure to comply with any laws and regulations, may adversely affect Inflection Point’s business, its ability to complete the Business Combination and its results of operations.

Inflection Point is subject to laws and regulations enacted by national, regional and local governments. In particular, Inflection Point is required to comply with certain SEC and other legal requirements. It is likely that Inflection Point will become subject to different or heightened rules or requirements promulgated by the SEC, and Inflection Point may become subject to heightened or increased scrutiny by the SEC. In addition to existing SEC staff guidance, on March 30, 2022, the SEC proposed new rules that would impose, amongst other things, specialized disclosure requirements regarding business combination transactions involving special purpose acquisition companies (“SPACs”) such as in the context of conflict of interest or use of projections, impose underwriter liability for certain participants in business combination transactions involving SPACs, render SPACs ineligible to rely on the Private Securities Litigation Reform Act for making forward looking statements, and create a specific safe harbor for SPACs not to be deemed investment companies under the Investment Company Act of 1940, as amended. Compliance with, and monitoring of, applicable laws and existing and proposed regulations may be difficult, time consuming and costly. Given these factors, as well as the rise in SPAC litigation, Inflection Point may find it challenging to complete the Business Combination.

A new 1% U.S. federal excise tax is expected to be imposed on us in connection with redemptions of New Intuitive Machines Class A Common Stock.

On August 16, 2022, the Inflation Reduction Act of 2022 became law, which, among other things, imposes a 1% excise tax on the fair market value of certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The excise tax will apply to stock repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax; however, no guidance has been issued to date. Absent such guidance, because we will domesticate as a Delaware corporation prior to the redemptions, and because our securities are trading on Nasdaq, we currently expect that New Intuitive Machines will be subject to the excise tax with respect to any redemptions of its New Intuitive Machines Class A Common Stock in connection with the Business Combination that are treated as repurchases for this purpose if the Business Combination closes on a date after December 31, 2022. The extent of the excise tax that may be incurred would depend on a number of factors, including the fair market value of the New Intuitive Machines Class A Common Stock redeemed, the extent such redemptions could be treated as dividends and not repurchases, and the content of any regulations and other guidance from the U.S. Department of the Treasury that may be issued and applicable to the redemptions. In addition, issuances of stock by a repurchasing corporation in a year in which such corporation repurchases stock may reduce the amount of excise tax imposed with respect to such repurchase. It is not clear to what extent such reduction would be available with respect to redemptions of New Intuitive Machines Class A Common Stock and the issuance of New Intuitive Machines Class B Common Stock, New Intuitive Machines Class C Common Stock, and Series A Preferred Stock in connection with the Business Combination. The excise tax is imposed on the repurchasing corporation itself, not the stockholders from which stock is repurchased. That said, the imposition of the excise tax could reduce the amount of cash available to New Intuitive Machines for effecting the redemptions of New Intuitive Machines Class A Common Stock such that the per-share redemption amount received by redeeming holders of New Intuitive Machines Class A Common Stock may be less than $10.00 per share.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•        restrictions on the nature of our investments; and

•        restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination. In addition, we may have imposed upon us burdensome requirements, including:

•        registration as an investment company with the SEC;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our principal activities will subject us to the Investment Company Act. To this end, the funds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the Trust Agreement, Continental is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our IPO was not, and our securities are not, intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of our obligation to allow redemption in connection with the Business Combination or to redeem 100% of our Public Shares if we do not complete our initial business combination before September 24, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination before September 24, 2023, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an Initial Business Combination. If we are unable to complete our Initial Business Combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Inflection Point Warrants will expire worthless.

Inflection Point’s shareholders may be held liable for claims by third parties against Inflection Point to the extent of distributions received by them upon redemption of their shares.

If Inflection Point is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it were proved that immediately following the date on which the distribution was made, Inflection Point was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by Inflection Point’s shareholders. Furthermore, Inflection Point’s directors may be viewed as having breached their fiduciary duties to Inflection Point or its creditors and/or may have acted in bad faith, thereby exposing themselves and Inflection Point to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. Inflection Point cannot assure you that claims will not be brought against it for these reasons. Inflection Point and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of Inflection Point’s share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

Since Inflection Point’s IPO Anchor Investors have an indirect beneficial interest in Founder Shares held by the Sponsor, a conflict of interest may arise in determining whether Intuitive Machines is appropriate for Inflection Point’s initial business combination.

Inflection Point’s IPO Anchor Investors are also members of the Sponsor with an indirect beneficial interest in Founder Shares held by the Sponsor. These IPO Anchor Investors, through their interests in the Sponsor, will share in any appreciation of the Founder Shares, provided that Inflection Point successfully complete an initial business combination.

Accordingly, Inflection Point’s IPO Anchor Investors’ interests in the Founder Shares held by the Sponsor may provide them with an incentive to vote any Public Shares they own in favor of the Business Combination, or another initial business combination, and make a substantial profit on such interests, even if the initial business combination is with a target that ultimately declines in value and is not profitable for other Public Shareholders.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for Inflection Point to effectuate its initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that Inflection Point evaluate and report on its system of internal controls beginning with its Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event it is deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will Inflection Point be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. For as long as Inflection Point remains an emerging growth company, it will not be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. The fact that Inflection Point is a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on it as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

Inflection Point’s Letter Agreements with the Sponsor and Inflection Point’s officers and directors may be amended without shareholder approval.

Inflection Point’s Letter Agreements with the Sponsor and Inflection Point’s officers and directors contains provisions relating to transfer restrictions of the Founder Shares and Private Placement Warrants, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The Letter Agreements may be amended without shareholder approval. While Inflection Point does not expect the Inflection Point Board to approve any amendments to the Letter Agreements prior to Inflection Point’s initial business combination, it may be possible that the Inflection Point Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the Letter Agreements. Any such amendments to the Letter Agreements would not require approval from Inflection Point’s shareholders and may have an adverse effect on the value of an investment in Inflection Point’s securities. Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with Intuitive Machines, pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting. Amendment of the Sponsor Support Agreement would require approval from Intuitive Machines and the Sponsor, but would not require approval from Inflection Point’s shareholders.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our Cayman Constitutional Documents (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by September 24, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination by September 24, 2023, subject to applicable law and as further described herein. In no other circumstances will a Public Shareholders have any right or interest of any kind in the Trust Account. Holders of Warrants will not have any right to the proceeds held in the Trust Account with respect to the Warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

The terms of the Inflection Point Warrants may be amended in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding Public Warrants.

The Inflection Point Warrants were issued pursuant to the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Inflection Point. The Warrant Agreement provides that the terms of the Inflection Point Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants. Accordingly, the terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Inflection Point or New Intuitive Machines may amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants to effect any change thereto, including to increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of Inflection Point or New Intuitive Machines purchasable upon exercise of a warrant.

The Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes.

The Warrant Agreement provides that, subject to applicable law: (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York; and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of the Inflection Point Warrants shall be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Inflection Point Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

A provision of the Warrant Agreement may make it more difficult for Inflection Point to consummate the Business Combination.

If: (i) Inflection Point issues additional Inflection Point Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Inflection Point Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Inflection Point Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and the IPO), and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions) and (z) the volume weighted average trading price of Inflection Point Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which Inflection Point consummates the Business

Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the Inflection Point Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Even if Inflection Point consummates the Business Combination, there is no guarantee that the Warrants will ever be in the money, and they may expire worthless.

Upon consummation of the Business Combination, the Inflection Point Warrants will become New Intuitive Machines Warrants. The exercise price for the New Intuitive Machines Warrants will be $11.50 per share of New Intuitive Machines Class A Common Stock, subject to adjustment. There is no guarantee that the New Intuitive Machines Warrants, following the Business Combination, will ever be in the money prior to their expiration, and as such, the New Intuitive Machines Warrants may expire worthless.

Your unexpired New Intuitive Machines Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

Outstanding New Intuitive Machines Warrants may be redeemed at any time after they become exercisable and prior to their expiration, at a price of $0.01 per New Intuitive Machines Warrant, provided that the last reported sales price of the New Intuitive Machines Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date New Intuitive Machines sends the notice of redemption to the New Intuitive Machines Warrant holders. If and when the warrants become redeemable by New Intuitive Machines, New Intuitive Machines may not exercise its redemption rights if the issuance of share of New Intuitive Machines Class A Common Stock upon exercise of the New Intuitive Machines Warrants is not exempt from registration or qualification under applicable state blue sky laws or New Intuitive Machines is unable to effect such registration or qualification, subject to New Intuitive Machines’ obligation in such case to use its best efforts to register or qualify the shares of New Intuitive Machines Class A Common Stock under the blue sky laws of the state of residence in those states in which the Inflection Point Warrants were initially offered by Inflection Point in its IPO. redemption of the outstanding New Intuitive Machines’ Warrants could force you (a) to exercise your New Intuitive Machines Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so, (b) to sell your New Intuitive Machines Warrants at the then-current market price when you might otherwise wish to hold your New Intuitive Machines Warrants or (c) to accept the nominal redemption price which, at the time the outstanding New Intuitive Machines Warrants are called for redemption, is likely to be substantially less than the market value of your New Intuitive Machines Warrants.

The warrants may have an adverse effect on the market price of the New Intuitive Machines Class A Common Stock.

Inflection Point issued 16,487,500 Public Warrants to purchase 16,487,500 Inflection Point Class A Ordinary Shares as part of the Inflection Point Units offered in the IPO, in connection with the closing of the IPO, Inflection Point issued in private placements an aggregate of 6,845,000 Private Placement Warrants, at $1.00 per warrant. In addition, the Sponsor may convert any working capital loans made to Inflection Point into up to an additional 1,500,000 warrants, which would be identical to the Private Placement Warrants, at the price of $1.00 per warrant. As of the date of this proxy statement/prospectus, the Sponsor has loaned $1,000,000 to Inflection Point. Upon the Domestication, the New Intuitive Machines Warrants will entitle the holders to purchase shares of New Intuitive Machines Class A Common Stock. Such New Intuitive Machines Warrants and the Preferred Investor Warrants, when exercised, will increase the number of issued and outstanding shares and may reduce the market price of the New Intuitive Machines Class A Common Stock. Further, as part of the Series A Investment, New Intuitive Machines will issue to the Series A Investors Preferred Investor Warrants to purchase an aggregate of 541,667 shares of New Intuitive Machines Class A Common Stock at an initial exercise price of $15.00 per share, subject to adjustment.

EXTRAORDINARY GENERAL MEETING OF INFLECTION POINT

General

Inflection Point is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the Inflection Point Board for use at the extraordinary general meeting to be held virtually at              a.m. Eastern Time, on             , 202     and at any adjournment or postponement thereof. This proxy statement/prospectus provides Inflection Point shareholders with information they need to know to be able to vote or direct their vote to be cast at the extraordinary general meeting.

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will be held at             , New York City time, on             , 202             at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, or virtually via live webcast at             .

Purpose of the Extraordinary General Meeting

At the extraordinary general meeting, Inflection Point is asking holders of Inflection Point Ordinary Shares to consider and vote upon:

•        the Business Combination Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

•        the Domestication Proposal. The Proposed Certificate of Incorporation is attached to this proxy statement/prospectus as Annex C;

•        the Stock Issuance Proposal;

•        the Organizational Documents Proposal. The Proposed Certificate of Incorporation and the Proposed Bylaws are attached to this proxy statement/prospectus as Annex C and Annex D, respectively;

•        the Advisory Organizational Documents Proposals;

•        the Incentive Plan Proposal. The New Intuitive Machines Incentive Plan is attached to this proxy statement/prospectus as Annex F.

•        the Director Election Proposal (collectively with the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal and the Incentive Plan Proposal, the “Condition Precedent Proposals”); and

•        the Adjournment Proposal.

Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal and the Advisory Organizational Documents Proposals are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation of the Inflection Point Board

The Inflection Point Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Inflection Point’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting.

Record Date; Who is Entitled to Vote

Inflection Point shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Inflection Point Ordinary Shares at the close of business on             , 202            , which is the “Record Date” for the extraordinary general meeting. Shareholders will have one vote for each Inflection Point Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Inflection Point Warrants do not have voting rights. As of the close of business on the Record Date for the extraordinary general meeting, there were 41,218,750 Inflection Point Ordinary Shares issued and outstanding, of which 32,975,000 were issued and outstanding Public Shares.

The Sponsor and each director and each officer of Inflection Point have agreed to, among other things, vote in favor of the Business Combination, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Inflection Point Ordinary Shares held by them. None of our Sponsor, directors or officers received separate consideration for their waiver of redemption rights. The Inflection Point Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns 20% of the issued and outstanding Inflection Point Ordinary Shares. In addition, although it is not required to do so, Kingstown 1740, an affiliate of the Sponsor, has advised us that it intends to vote all Public Shares it holds in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and Kingstown 1740 own approximately 27% of the issued and outstanding Inflection Point Ordinary Shares.

Quorum

A quorum of Inflection Point shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding Inflection Point Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the Record Date for the extraordinary general meeting, 20,609,376 Inflection Point Ordinary Shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Inflection Point but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Inflection Point believes all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Business Combination Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Business Combination Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

The approval of the Domestication Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Class B Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The holders of Inflection Point Class A Ordinary Shares will have no right to vote on the Domestication Proposal. The Domestication Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Domestication Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

The approval of the Stock Issuance Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Stock Issuance Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

The approval of the Organizational Documents Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Organizational Documents Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Advisory Organizational Documents Proposals are not conditioned upon any other proposal.

The approval of the Incentive Plan Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Incentive Plan Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

The approval of the Director Election Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Director Election Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Director Election Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Inflection Point Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Adjournment Proposal is not conditioned upon any other proposal.

Voting Your Shares

Each Inflection Point Class A Ordinary Share and each Inflection Point Class B Ordinary Share that you own in your name entitles you to one vote. Your proxy card shows the number of Inflection Point Ordinary Shares that you own.

If you are a record owner of your shares, there are two ways to vote your Inflection Point Ordinary Shares at the extraordinary general meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Inflection Point Board “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

You Can Attend the Extraordinary General Meeting and Vote During the Meeting.

•        You can attend the extraordinary general meeting and vote in person even if you have previously voted by submitting a proxy pursuant to any of the methods noted above.

•        If your shares are registered in your name with Continental and you wish to attend the extraordinary general meeting virtually, go to             , enter the 12-digit control number included on your proxy card or notice of the extraordinary general meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. After contacting Continental, a beneficial holder will receive an e-mail prior to the extraordinary general meeting with a link and instructions for entering the extraordinary general meeting. Beneficial shareholders should contact Continental at least five (5) business days prior to the extraordinary general meeting date in order to ensure access.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person or online and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Inflection Point can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are an Inflection Point shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        sending another proxy card with a later date;

•        notifying             ,              of Inflection Point, in writing before the extraordinary general meeting that you have revoked your proxy; or

•        attending the extraordinary general meeting in person or virtually, revoking your proxy, and voting as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions about Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Inflection Point Ordinary Shares, you may call             , our proxy solicitor, by calling             , or banks and brokers can call collect at             , or by emailing             .

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     (i) hold Public Shares or (ii) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that New Intuitive Machines redeem all or a portion of your Public Shares for cash; and

(c)     deliver the certificates for your Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on              (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Therefore, the election to exercise redemption rights occurs prior to the Domestication, but the redemption is with respect to the New Intuitive Machines Class A Common Stock that an electing Public Shareholder holds after the Domestication. For the purposes of the Cayman Constitutional Documents, the exercise of redemption rights will be treated as an election to have such Public Shares redeemed for cash and references in this proxy statement/prospectus to “redemption” or “redeeming” will be interpreted accordingly. Immediately following the Domestication and the consummation of the Business Combination, New Intuitive Machines will satisfy the exercise of redemption rights by redeeming the corresponding shares of New Intuitive Machines Class A Common Stock issued to the Public Shareholders that validly exercised their redemption rights.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its redemption rights to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Continental, New Intuitive Machines will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of June 30, 2022, this would have amounted to approximately $10.02 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. Continental will typically charge the tendering broker $80 and it would be up to the broker to decide whether to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their Public Shares.

An Inflection Point shareholder may not withdraw a redemption request once submitted to Inflection Point unless the Inflection Point Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Inflection Point permit the withdrawal of the redemption request and instruct Continental to return the certificate (physically or electronically). The holder can make such request by contacting Continental at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental at least two business days prior to the scheduled date of the vote at the extraordinary general meeting.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Our Sponsor, officers and directors have agreed to, among other things, vote in favor of the Business Combination and waive their redemption rights in connection with the consummation of the Business Combination with respect to any Inflection Point Ordinary Shares held by them. The Inflection Point Ordinary Shares held by our Sponsor, officers and directors will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns 20% of the issued and outstanding Inflection Point Ordinary Shares. In addition, although it is not required to do so, Kingstown 1740 has advised us that it intends to vote all Public Shares it holds in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and Kingstown 1740 collectively own approximately 27% of the issued and outstanding Inflection Point Ordinary Shares.

Holders of the Inflection Point Warrants will not have redemption rights with respect to the Inflection Point Warrants.

The closing price of Public Shares on October 7, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, was $9.81. As of June 30, 2022, funds in the Trust Account totaled $330,251,556 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or approximately $10.02 per issued and outstanding Public Share.

Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Inflection Point cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares.

Appraisal Rights

Neither Inflection Point’s shareholders nor the holders of Public Warrants have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

Proxy Solicitation

Inflection Point is soliciting proxies on behalf of the Inflection Point Board. This solicitation is being made by mail but also may be made by telephone or in person. Inflection Point and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Inflection Point will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Inflection Point will bear the cost of the solicitation.

Inflection Point has engaged              to assist in the solicitation process and will pay              a fee of $            , plus disbursements.

Inflection Point will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Inflection Point will reimburse them for their reasonable expenses.

Inflection Point Shareholders

As of the Record Date, there are 41,218,750 Inflection Point Ordinary Shares issued and outstanding, which includes the 8,243,750 Founder Shares held by the Sponsor and the 32,975,000 Public Shares (including 2,900,000 Public Shares held by Kingstown 1740, an affiliate of the Sponsor). As of the Record Date, there is outstanding an aggregate of 26,150,000 Inflection Point Warrants, which includes the 6,845,000 Private Placement Warrants held by the Sponsor and the 16,487,500 Public Warrants.

Potential Purchases of Public Shares

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material non-public information regarding Inflection Point, Intuitive Machines, or its or their securities, our Sponsor, directors, officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market from shareholders who redeem, or indicate an intention to redeem, their Public Shares, or they may enter into transactions with such persons and others to provide them with incentives to acquire Public Shares. Any Public Shares

purchased by the Sponsor or its affiliates would be purchased at a price no higher than the Redemption Price for the Public Shares. For illustrative purposes, as of June 30, 2022, this would have amounted to approximately $10.02 per Public Share. Any Public Shares so purchased would not be voted by the Sponsor or its affiliates at the extraordinary general meeting and would not be redeemable by the Sponsor or its affiliates.

The purpose of such share purchases and other transactions would be to decrease the number of redemptions. While the nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

However, other than as expressly stated in this proxy statement/prospectus, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

Entering into any such arrangements may have a depressive effect on the price of New Intuitive Machines Class A Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting. In addition, the public “float” of our Public Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

THE BUSINESS COMBINATION PROPOSAL

Business Combination Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the Business Combination Agreement and/or other specific dates. The assertions and obligations embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure schedules (the “Disclosure Schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the Record Date. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Inflection Point, Intuitive Machines, or any other matter.

Structure of the Business Combination

On September 16, 2022, Inflection Point entered into the Business Combination Agreement with Intuitive Machines, pursuant to which, among other things, following the Domestication, (a) New Intuitive Machines will acquire equity securities and become the managing member of Intuitive Machines OpCo and (b) New Intuitive Machines will issue voting equity securities without economic rights to the Intuitive Machines Members, resulting in a combined company organized in an Up-C structure, in which substantially all of the assets and the business of the combined company will be held by Intuitive Machines OpCo.

Prior to and as a condition of the Business Combination, pursuant to the Domestication, Inflection Point will change its jurisdiction of incorporation by migrating to and domesticating as a Delaware corporation in accordance with the DGCL and the Companies Act.

Business Combination Consideration

As a result of the Up-C structure, the Business Combination Consideration to be received by Intuitive Machines Members will consist of securities of both Intuitive Machines OpCo having economic rights and New Intuitive Machines having voting rights but not economic rights, equal to a value of approximately $700,000,000. In particular, the Business Combination Consideration to be received by the Intuitive Machines Members will be an aggregate of (a) (i) 68,125,987 Intuitive Machines OpCo Common Units, (ii) 1,874,013 Intuitive Machines OpCo Options and (iii) 10,000,000 Earn Out Units and (b) (i) 278 shares of New Intuitive Machines Class B Common Stock (excluding 1,874,013 shares of New Intuitive Machines Class B Common Stock reserved for issuance upon exercise of Intuitive Machines OpCo Options) and (ii) 68,125,709 shares of New Intuitive Machines Class C Common Stock (excluding 10,000,000 shares of New Intuitive Machines Class C Common Stock reserved for issuance upon vesting of the Earn Out Units).

Immediately prior to the Closing, Intuitive Machines will effectuate the Recapitalization whereby all outstanding equity securities of Intuitive Machines will be converted or exchanged into Intuitive Machines OpCo Common Units, Intuitive Machines OpCo Options and Earn Out Units. As part of the Recapitalization, each outstanding option of Intuitive Machines, whether vested or unvested, will become an Intuitive Machine OpCo Option with substantially the same terms and conditions as applicable to such option immediately prior to the Recapitalization (including expiration date, vesting conditions and exercise provisions), except that each such Intuitive Machines OpCo Option shall be exercisable for Intuitive Machines OpCo Common Units.

At Closing:

(a)     New Intuitive Machines will issue or cause to be issued (i) 278 shares of New Intuitive Machines Class B Common Stock to the Intuitive Machines Members (other than the Intuitive Machines Founders), and (ii) 68,125,709 shares of New Intuitive Machines Class C Common Stock to the Intuitive Machines Founders), in each case in exchange for payment from Intuitive Machines Members to New Intuitive Machines of the Member Subscription Amount and will reserve (i) 1,874,013 shares of New Intuitive Machines Class B Common Stock for issuance upon exercise of Intuitive Machines OpCo Options and (ii) 10,000,000 shares of New Intuitive Machines Class B Common Stock for issuance upon vesting of the Earn Out Units.;

(b)     New Intuitive Machines will contribute to Intuitive Machines OpCo, an amount in cash (the “Available Closing Cash”) equal to, as of immediately prior to the Closing, the sum of (without duplication): (a) all amounts in the Trust Account, less (i) amounts required for the redemptions of Public Shares by Public Shareholders and (ii) transaction expenses of Intuitive Machines and Inflection Point, plus (b) the aggregate proceeds actually received by New Intuitive Machines from the Series A Investment, plus (c) the aggregate proceeds, if any, actually received by Inflection Point or New Intuitive Machines from the sale of shares of New Intuitive Machines Class A Common Stock, one or more series of preferred stock, or convertible debt securities in a private placement consummated prior to or substantially concurrently with the Closing, plus (d) all other cash and cash equivalents of New Intuitive Machines, determined in accordance with GAAP as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date plus (e) the Member Subscription Amount in exchange for (w) a number of Intuitive Machines OpCo Common Units equal to the number of shares of New Intuitive Machines Class A Common Stock outstanding as of the Closing; (x) a number of warrants of Intuitive Machines OpCo (the “Intuitive Machines OpCo Warrants”) equal to the number of New Intuitive Machines Warrants outstanding as of the Closing; (y) a number of Series A preferred units of Intuitive Machines OpCo (the “Intuitive Machines OpCo Series A Units”) equal to the number of shares of Series A Preferred Stock outstanding as of the Closing and (z) a number of Intuitive Machines OpCo preferred investor warrants (the “Intuitive Machines OpCo Preferred Investor Warrants”) equal to the number of Preferred Investor Warrants delivered to the Series A Investors at the Closing;

(c)     New Intuitive Machines will automatically be admitted as the managing member of Intuitive Machines OpCo in accordance with the terms of the Second A&R Operating Agreement; and

(d)    the 10,000,000 Earn Out Units received by the applicable Intuitive Machines Members will be subject to vesting at the Closing and will be earned, released and delivered upon satisfaction of the following milestones: (i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period, Triggering Event I occurs (Intuitive Machines is awarded the OMES III Contract by NASA), (ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I occurs and Trigger Event II-A occurs (the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share), (iii) 7,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has not occurred and Triggering Event II-B occurs (the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share), and (iv) 2,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event III occurs (the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $17.50 per share), provided, that Triggering Event II-A and Triggering Event II-B may not both be achieved. With respect to Triggering Event I, the Earn-Out Period is the time period beginning on September 16, 2022 and ending at 11:59 p.m. Eastern Time on December 31, 2023. With respect to Triggering Event II-A, Triggering Event II-B and Triggering Event III, the Earn-Out Period is the time period beginning on the date that is 150 days following the Closing Date and ending on the date that is the five (5) year anniversary of the Closing Date. If a Change of Control (as defined in the Business Combination Agreement) occurs during the Earn Out Period that results in the holders of New Intuitive Machines Class A Common Stock receiving a per share price greater than or equal to $15.00 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, to the extent not previously paid, then Triggering Event II-A or Triggering Event II-B will be deemed to have occurred, as applicable, and the Earn Out Units shall vest. Upon the vesting of any Earn Out Units, each applicable Intuitive Machines Member will be issued an equal number of shares of New Intuitive Machines Class C Common Stock, in exchange for the payment to New Intuitive Machines of adequate consideration (in each case, not to exceed a per-share price equal to the par value per share of such New Intuitive Machines Class C Common Stock).

Each Intuitive Machines OpCo Common Unit, when paired with one share of New Intuitive Machines Class B Common Stock or one share of New Intuitive Machines Class C Common Stock, will be exchangeable, in tandem with the cancellation of the paired share of New Intuitive Machines Class B Common Stock or share of New Intuitive Machines Class C Common Stock, for one share of New Intuitive Machines Class A Common Stock. After the expiration of the Lock-Up Period, holders of Intuitive Machines OpCo Common Units will be permitted to exchange such Intuitive Machines OpCo Common Units (along with the cancellation of the paired share of New Intuitive Machines Class B Common Stock or share of New Intuitive Machines Class C Common Stock) for shares of New Intuitive Machines Class A Common Stock on a one-for-one basis pursuant to the Second A&R Operating Agreement (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or at the election of New Intuitive Machines (determined by a majority of the directors of New Intuitive Machines who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale.

Upon the vesting of any Earn Out Units, each applicable Intuitive Machines Member will be issued (i) by Intuitive Machines OpCo an equal number of Intuitive Machines OpCo Common Units and (ii) by New Intuitive Machines an equal number of shares of New Intuitive Machines Class C Common Stock, in exchange for the payment to New Intuitive Machines of a per-share price equal to the par value per share of the New Intuitive Machines Class C Common Stock. Upon the exercise of any Intuitive Machines OpCo Option, (i) Intuitive Machines OpCo will issue to the exercising holder such number of Intuitive Machines OpCo Common Units to be received by such exercising holder as a result of such exercise and (ii) New Intuitive Machines will issue to the exercising holder an equal number of shares of New Intuitive Machines Class B Common Stock, in exchange for the payment to New Intuitive Machines of a per-share price equal to the par value per share of the New Intuitive Machines Class B Common Stock.

Earn Out

In connection with the Sponsor Support Agreement, if immediately prior to the Closing, (i) the conditions set forth in Section 7.02(f) (No Redemption by Kingstown 1740) and Section 7.02(g) (Kingstown 1740 Series A Investment) of the Business Combination Agreement are not satisfied and (ii) the deferred underwriting commission paid to the underwriters of Inflection Point’s IPO at the Closing is greater than $5,770,625, then the Sponsor will deposit the 500,000 Sponsor Earn Out Shares into escrow in accordance with the terms of the Sponsor Support Agreement and pursuant to the Escrow and Earn Out Agreement.

Pursuant to the Escrow and Earn Out Agreement, the Sponsor Earn Out Shares will vest and New Intuitive Machines will instruct the Escrow Agent to release the Sponsor Earn Out Shares if during the Sponsor Earn Out Period (the time period beginning on the date that is one hundred fifty (150) days following the Closing Date and ending on the date that is the five (5) year anniversary of the Closing Date (inclusive of the first and last day of such period)), (i) the Sponsor Earn Out Trigger occurs (the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share) or (ii) prior to the occurrence of the Sponsor Earn Out Trigger, there is a Change of Control that will result in the holders of New Intuitive Machines Class A Common Stock receiving a per share price (based on the value of the cash, securities or in-kind consideration being delivered in respect of such New Intuitive Machines Class A Common Stock, as determined in good faith by the New Intuitive Machines Board) equal to or in excess of $15.00 (adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into shares New Intuitive Machines Class A Common Stock), extraordinary cash dividend (which adjustment shall be determined by Inflection Point, in its sole discretion), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to shares of New Intuitive Machines Class A Common Stock occurring on or after the Closing).

Representations and Warranties

The Business Combination Agreement contains representations and warranties of Inflection Point and Intuitive Machines, certain of which are qualified by materiality and material adverse effect (as defined below) and may be further modified and limited by the Disclosure Schedules. See “— Material Adverse Effect” below. The representations and warranties of Inflection Point are also qualified by information included in Inflection Point’s public filings, filed or submitted to the SEC on or prior to the date of the Business Combination Agreement (subject to certain exceptions contemplated by the Business Combination Agreement).

Representations and Warranties of Intuitive Machines

The Business Combination Agreement contains representations and warranties of Intuitive Machines and its subsidiaries relating to, among other things, proper organization and standing, authorization, capitalization, subsidiaries, no conflict, government consents and filings, financial statements, undisclosed liabilities, absence of certain changes, compliance with laws, government contracts, permits, litigation, material contracts, intellectual property, taxes and returns, real property, personal property, employee matters, benefit plans, environmental matters, transactions with related persons, insurance, top customers and suppliers, certain business practices, the Investment Company Act, finders and brokers, independent investigation and information supplied, and that there are no additional representations or warranties.

Representations and Warranties of Inflection Point

The Business Combination Agreement contains representations and warranties of Inflection Point relating to, among other things, proper organization and standing, authorization, government approvals, non-contravention, capitalization, SEC filings and financial statements; internal controls, absence of certain changes, undisclosed liabilities, compliance with laws, legal proceedings, orders, permits, taxes and returns, properties, the Investment Company Act, Trust Account, finders and brokers, certain business practices, insurance, information supplied, independent investigation, employees and benefit plans, and that there are no additional representations and warranties.

Intuitive Machines Material Adverse Effect

Under the Business Combination Agreement, certain of these representations and warranties of Intuitive Machines are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, “Intuitive Machines Material Adverse Effect” means any event, state of facts, condition, change, development, circumstance, occurrence or effect (collectively, “events”), that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of Intuitive Machines and its direct and indirect subsidiaries (the “Target Companies”), taken as a whole, or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the Target Companies to consummate the Business Combination; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, an Intuitive Machines Material Adverse Effect:

•        any change in applicable laws or GAAP or any interpretation thereof following the date of the Business Combination Agreement,

•        any change in interest rates or economic, political, business or financial market conditions generally,

•        the taking of any action required by the Business Combination Agreement,

•        any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic (including COVID-19, or any COVID-19 measures or any change in such COVID-19 measures or interpretations following the date of the Business Combination Agreement) or change in climate,

•        any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions,

•        any failure of the Target Companies to meet any projections or forecasts,

•        any events generally applicable to the industries or markets in which Intuitive Machines and its subsidiaries operate (including increases in the cost of products, supplies, materials or other goods purchased from third party suppliers),

•        the announcement of the Business Combination Agreement and consummation of the transactions contemplated thereby, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of the Target Companies,

•        any matter set forth on the Disclosure Letter of Intuitive Machines, or

•        any action taken by, or at the request of, Inflection Point; provided, further, that any event referred to in the clauses above may be taken into account in determining if an Intuitive Machines Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, assets, results of operations or condition (financial or otherwise) of the Target Companies, taken as a whole, relative to similarly situated companies in the industry in which the Target Companies conduct their respective operations, but only to the extent of the incremental disproportionate effect on the Target Companies, taken as a whole, relative to similarly situated companies in the industry in which the Target Companies conduct their respective operations.

Inflection Point Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of Inflection Point are qualified in whole or in part by a material adverse effect standard on the ability of Inflection Point to consummate the Business Combination for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, “Inflection Point Material Adverse Effect” means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences has had a materially adverse effect on the business, assets, financial condition or results of operations of Inflection Point; provided, however, that no change or effect related to any of the following, alone or in combination, will be taken into account in determining whether an Inflection Point Material Adverse Effect has occurred: (i) changes or proposed changes in applicable law, regulations or interpretations thereof or decisions by courts or any governmental authority after the date of the Business Combination Agreement; (ii) changes or proposed changes in GAAP (or any interpretation thereof) after the date of the Business Combination Agreement; or (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets), in each case, in the United States or anywhere else in the world.

Survival of Representations and Warranties

None of the representations and warranties, covenants, obligations or other agreements in the Business Combination Agreement or in any other certificate, statement or instrument delivered pursuant to the Business Combination Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, will survive the Closing (and there will be no liability after the Closing in respect thereof), except for those covenants and agreements contained therein that by their terms expressly apply in whole or in part after at or after the Closing, and then only in respect to any breaches occurring at or after the Closing.

Covenants and Agreements

Intuitive Machines has made covenants relating to, among other things, conduct of business, annual and interim financial statements, no trading, obtaining approval of the Intuitive Machines Members, the Recapitalization, and affiliate agreements.

Inflection Point has made covenants relating to, among other things, conduct of business, Inflection Point public filings, the Trust Account, Inflection Point shareholder approval, employee matters, and the Domestication.

Conduct of Business of Intuitive Machines

Intuitive Machines has agreed that from the date of the Business Combination Agreement through the earlier of the termination of the Business Combination Agreement or the Closing (the “Interim Period”), it will, and will cause its subsidiaries to, subject to certain specified exceptions, including as set forth on the Disclosure Letter delivered by

Intuitive Machines pursuant to the Business Combination Agreement, as consented to by Inflection Point in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as required by applicable law, use commercially reasonable efforts to, and will use commercially reasonable efforts to cause its subsidiaries to:

•        conduct its and their respective businesses, in all material respects, in the ordinary course of business;

•        comply in all material respects with all laws applicable to the Target Companies and their respective businesses, assets and employees; and

•        take commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations.

During the Interim Period, Intuitive Machines also agreed not to, and to cause its subsidiaries not to, subject to certain specified exceptions, including as set forth on the Disclosure Letter delivered by Intuitive Machines as consented to by Inflection Point in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as required by applicable law:

•        amend, waive or otherwise change, in any respect, its organizational documents, except as required by applicable law;

•        authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities, except in compliance with existing Intuitive Machines benefits plans or any contract (including any warrant, option, or profits interest award) outstanding as of the date of the Business Combination Agreement which has been disclosed in writing to Inflection Point;

•        split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, except (x) with respect to the Recapitalization or (y) for distributions to holders of equity interests in any Target Company that is a pass-through for U.S. federal, and applicable state and local, income tax purposes as necessary to enable such holders to timely pay their income taxes, including estimated income taxes, attributable to their ownership of such Target Company; provided that the amount of any distributions described in this clause (y) will be determined in a manner consistent with the principles set forth in the definition of “assumed tax liability” in the Second A&R Operating Agreement;

•        allow the aggregate indebtedness of the Target Companies to exceed an amount equal to the sum of $5,000,000 plus the aggregate amount of indebtedness of the Target Companies as reflected on the most recent audited Intuitive Machines financials;

•        except as otherwise required by law, or Intuitive Machines benefit plans, (i) grant any severance, retention, change in control or termination or similar pay, (ii) terminate, adopt, enter into or materially amend or grant any new awards under any Intuitive Machines benefit plan or any plan, policy, practice, program, agreement or other arrangement that would be deemed an Intuitive Machines benefit plan as of the date hereof, (iii) increase the cash compensation or bonus opportunity of any employee, officer, director or other individual service provider, except for such increases to any such individuals who are not directors or officers of the Target Companies made in the ordinary course of business consistent with past practice, (iv) take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by Intuitive Machines or any of Intuitive Machines’ subsidiaries, (v) hire or engage any new employee or independent contractor if such new employee or independent contractor will receive annual base compensation in excess of $250,000, other than in the ordinary course of business consistent with past practice, (vi) terminate the employment or engagement, other than for cause, death or disability, of any employee or independent contractor with an annual base compensation in excess of $250,000 or (vii) waive any restrictive covenants applying to any current or former employee or independent contractor, or (viii) plan, announce, implement, or effect the

reduction in force, lay-off, furloughs, early-retirement program, severance program or other program or effort concerning the termination of a group of employees of Intuitive Machines (other than individual employee terminations for cause permitted under the Business Combination Agreement);

•        enter into or extend any collective bargaining agreement or similar labor agreement, other than as required by applicable law, or recognize or certify any labor union, labor organization, or group of employees of Intuitive Machines as the bargaining representative for any employees of the Target Company;

•        (A) make, change or rescind any material election relating to taxes, (B) settle any claim, suit, litigation, proceeding, arbitration, investigation, audit, controversy or other legal proceeding relating to material taxes, (C) file any amended income tax or other material tax return, (D) surrender or allow to expire any right to claim a refund of material taxes, (E) change (or request to change) any method of accounting for tax purposes, (F) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material taxes may be issued or in respect of any material tax attribute that would give rise to any claim or assessment of taxes of or with respect to the Target Companies, or (G) enter into any “closing agreement” as described in Section 7121 of the Code or any similar agreement or arrangement with any governmental authority, in each case except as required by applicable law;

•        knowingly take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent the closing contributions from qualifying as contributions and exchanges described in Section 721 of the Code and the Treasury Regulations promulgated thereunder;

•        transfer, sell, assign, license, sublicense, covenant not to assert, subject to a lien (other than a permitted lien), abandon, allow to lapse, transfer or otherwise dispose of, any right, title or interest of a Target Company in or to any owned intellectual property material to any of the businesses of the Target Companies (other than non-exclusive licenses of owned intellectual property granted in the ordinary course of business or abandoning, allowing to lapse or otherwise disposing of owned intellectual property registrations or applications that the Target Company, in the exercise of its good faith business judgment, has determined to abandon, allow to lapse or otherwise dispose of), or otherwise materially amend or modify, permit to lapse or fail to preserve any material Intuitive Machines registered intellectual property (excluding non-exclusive licenses of Intuitive Machines’ intellectual property to Target Company customers in the ordinary course of business consistent with past practice), or disclose, divulge, furnish to or make accessible to any person who has not entered into a confidentiality agreement sufficiently protecting the confidentiality thereof any material trade secrets constituting owned intellectual property, or include, incorporate or embed in, link to, combine, make available or distribute with, or use in the development, operation, delivery or provision of any Intuitive Machines software any open source software in a manner that requires any Target Company to take a copyleft action;

•        terminate or assign any Intuitive Machines material contract or enter into any contract that would be an Intuitive Machines material contract, in any case outside of the ordinary course of business consistent with past practice;

•        establish any subsidiary or enter into any new line of business;

•        fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect, or terminate without replacement or amend in a manner materially detrimental to the Target Companies, taken as a whole, any material insurance policy insuring the Target Companies;

•        make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP or changes that are made in accordance with Public Accounting Oversight Board (United States) (“PCAOB”)standards;

•        waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to the Business Combination Agreement or the transactions contemplated thereby), other than waivers, releases, assignments, settlements or compromises that involve

only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, a Target Company or its affiliates) not in excess of $500,000 (individually or in the aggregate);

•        effect any layoff or other personnel reduction or change at any of its facilities;

•        acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business consistent with past practice, except pursuant to any contract in existence as of the date hereof which has been disclosed in writing to Inflection Point;

•        make capital expenditures outside of the ordinary course of business consistent with past practice in excess of $1,000,000 (individually for any project) or $5,000,000 in the aggregate;

•        adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization;

•        voluntarily incur liabilities or obligations (whether absolute, accrued, contingent or otherwise) in excess of $5,000,000 in the aggregate other than pursuant to the terms of a material contract or benefit plan of Intuitive Machines, in any case, outside of the ordinary course of business, taking into account the anticipated growth in the Target Companies’ businesses;

•        sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its tangible properties, assets or rights;

•        enter into any written agreement, understanding or arrangement with respect to the voting of equity securities of Intuitive Machines;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the Business Combination Agreement or that would impede the Business Combination;

•        enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any related person (other than compensation and benefits and advancement of expenses, in each case, provided in the ordinary course of business consistent with past practice);

•        (i) limit the right of any Target Company to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person or (ii) grant any exclusive or similar rights to any person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the business of the Target Companies; or

•        authorize or agree to do any of the foregoing actions.

Conduct of Business of Inflection Point

Inflection Point has agreed that during the Interim Period, subject to certain specified exemptions, including as set forth on the Disclosure Letter delivered by Inflection Point pursuant to the Business Combination Agreement, as consented to by Intuitive Machines in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as is required by applicable law, it will

•        conduct its business, in all material respects, in the ordinary course of business,

•        comply in all material respects with all laws applicable to Inflection Point and its business, assets and employees, and

•        take commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, its business organization.

During the Interim Period, Inflection Point also agreed not to, and to cause its subsidiaries not to, subject to certain specified exceptions, including as set forth on the Disclosure Letter delivered by Inflection Point, as consented to by Intuitive Machines in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as required by applicable law:

•        amend, waive or otherwise change, in any respect, its organizational documents except as required by applicable law;

•        authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities;

•        split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

•        incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of $200,000 individually or $500,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any indebtedness, liability or obligation of any person provided that the foregoing will not prevent Inflection Point from borrowing funds necessary to finance its ordinary course administrative costs and expenses and expenses incurred in connection with the consummation of the transactions contemplated by the Business Combination Agreement (including the PIPE Investment and the costs and expenses necessary for an extension, up to aggregate additional indebtedness during the Interim Period of $1,000,000);

•        (A) make, change or rescind any material election relating to taxes, (B) settle any claim, suit, litigation, proceeding, arbitration, investigation, audit, controversy or other legal proceeding relating to material taxes, (C) file any amended income tax or other material tax return, (D) surrender or allow to expire any right to claim a refund of material taxes, (E) change (or request to change) any method of accounting for tax purposes, (F) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material taxes may be issued or in respect of any material tax attribute that would give rise to any claim or assessment of taxes of or with respect to Inflection Point, or (G) enter into any “closing agreement” as described in Section 7121 of the Code or any similar agreement or arrangement with any governmental authority, in each case except as required by applicable law;

•        knowingly take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent the closing contributions from qualifying as contributions and exchanges described in Section 721 of the Code and the Treasury Regulations promulgated thereunder;

•        amend, waive or otherwise change the Trust Agreement in any manner adverse to Inflection Point;

•        terminate, waive or assign any material right under any material contract of Inflection Point;

•        fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

•        establish any subsidiary or enter into any new line of business;

•        fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect;

•        make any material change in accounting methods, principles or practices, except to the extent required to comply with GAAP or PCAOB standards;

•        waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to the Business Combination Agreement or the transactions contemplated thereby), other than waivers, releases, assignments, settlements or compromises that involve

only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, Inflection Point or its subsidiaries) not in excess of $500,000 (individually or in the aggregate);

•        acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

•        make capital expenditures in excess of $200,000 individually for any project (or set of related projects) or $500,000 in the aggregate (excluding for the avoidance of doubt, incurring any expenses);

•        adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the contribution);

•        voluntarily incur any liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $1,000,000 in the aggregate (excluding the incurrence of any expenses) other than pursuant to the terms of a contract in existence as of the date of the Business Combination Agreement or entered into in the ordinary course of business or in accordance with the terms of the Business Combination Agreement during the Interim Period;

•        sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its tangible properties, assets or rights;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the Business Combination Agreement;

•        grant or establish any form of compensation or benefits to any current or former employee, officer, director, individual independent contractor or other individual service provider of Inflection Point; or

•        authorize or agree to do any of the foregoing actions.

Covenants of Intuitive Machines

Pursuant to the Business Combination Agreement, Intuitive Machines has agreed, among other things, to:

•        as soon as reasonably practicable following the date of the Business Combination Agreement, deliver to Inflection Point audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Target Companies as of and for the years ended December 31, 2021 and December 31, 2020, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”);

•        (a) as soon as reasonably practicable following the date of the Business Combination Agreement, deliver to Inflection Point unaudited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Target Companies as of and for the six-month periods ending June 30, 2022 and 2021, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “Updated 1H Financial Statements”) and (b) as soon as reasonably practicable, l deliver to Inflection Point any other audited or unaudited financial statements of the Target Companies that are required by applicable law to be included in the proxy statement/prospectus;

•        while it is in possession of material nonpublic information, it will not purchase or sell any securities of Inflection Point (unless otherwise explicitly contemplated in the Business Combination Agreement), communicate such information to any third party, take any other action with respect to Inflection Point in violation of such laws, or cause or encourage any third party to do any of the foregoing;

•        use reasonable best efforts to effectuate the Recapitalization;

except as set forth in the Disclosure Letter delivered by Intuitive Machines, terminate or settle at or prior to the Closing, without further liability to Inflection Point or the Target Companies all agreements with related persons.

Covenants of Inflection Point

Pursuant to the Business Combination Agreement, Inflection Point has agreed, among other things, to:

•        During the Interim Period, keep current all of its public filings with the SEC and otherwise comply in all material respects with applicable securities laws and will use its commercially reasonable efforts prior to the Closing to maintain the listing of the Inflection Point Class A Ordinary Shares and the Inflection Point Public Warrants on Nasdaq.

•        Upon satisfaction or waiver of the conditions set forth in the Business Combination Agreement and provision of notice thereof to Continental, (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Inflection Point (a) will cause any documents, opinions and notices required to be delivered to Continental pursuant to the Trust Agreement to be delivered and (b) will use its reasonable best efforts to cause Continental to, and Continental will be obligated to (1) pay as and when due all amounts payable to the Public Shareholders pursuant to the redemption, and (2) pay all remaining amounts then available in the Trust Account to Inflection Point for immediate use, subject to the Business Combination Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account will terminate, except as otherwise provided therein.

•        Prior to the Closing Date, Inflection Point will approve and adopt that certain equity incentive plan (the “New Intuitive Machines Incentive Plan”), in a form to be mutually agreed upon between Inflection Point and Intuitive Machines, that provides for grants of awards to eligible service providers. The New Intuitive Machines Equity Incentive Plan will have an initial share reserve which will be mutually agreed between Inflection Point and Intuitive Machines based upon benchmarking against peer companies and in consultation with an independent outside compensation advisor.

•        Subject to receipt of the required shareholder approval of the Condition Precedent Proposals, at least one (1) day prior to the Closing, Inflection Point will, in accordance with applicable law, any applicable rules and regulations of the SEC and Nasdaq, and Inflection Point’s organizational documents, as applicable, cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Inflection Point and Intuitive Machines, together with the Proposed Certificate of Incorporation, in each case, in accordance with the provisions thereof and applicable law, and (b) completing, making and procuring all those filings required to be made with respect to Cayman Islands law in connection with the Domestication.

Joint Covenants of Intuitive Machines and Inflection Point

In addition, each of Intuitive Machines and Inflection Point has agreed, among other things:

•        During the Interim Period, each of Intuitive Machines and Inflection Point will not, and will cause its representatives to not, without the prior written consent of Intuitive Machines and Inflection Point, directly or indirectly, (i) solicit, assist, initiate, engage or facilitate the making, submission or announcement of, or encourage, any acquisition proposal, (ii) furnish any non-public information regarding such party or its affiliates or their respective businesses, operations, assets, liabilities, financial condition, prospects or employees to any person or group (other than a party to the Business Combination Agreement or their respective representatives) in connection with or in response to an acquisition proposal, (iii) engage or participate in discussions or negotiations with any person or group with respect to, or that could reasonably be expected to lead to, an acquisition proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any acquisition proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any acquisition proposal, (vi) release any third person from, or waive any provision of, any confidentiality agreement to which such party is a party, (vii) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make an alternative transaction or (viii) agree or otherwise commit to enter into or engage in any of the foregoing

•        Each of Intuitive Machines and Inflection Point will notify the other as promptly as practicable (and in any event within two (2) business days) in writing of the receipt by such party or any of its representatives of (i) any inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any acquisition proposal or any inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an acquisition proposal, and (ii) any request for non-public information relating to such party or its affiliates in connection with any acquisition proposal, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information. Each party will keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each party will, and will cause its representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any person with respect to any acquisition proposal and will, and will direct its representatives to, cease and terminate any such solicitations, discussions or negotiations.

•        During the Interim Period, each of Intuitive Machines and Inflection Point will give prompt notice to the other if such party: (a) receives any notice or other communication in writing from any third party (including any governmental authority) alleging (i) that the consent of such third party is or may be required in connection with the transactions contemplated by the Business Combination Agreement or (ii) any non-compliance with any law by such party or its affiliates; (b) receives any notice or other communication from any governmental authority in connection with the transactions contemplated by the Business Combination Agreement; or (c) becomes aware of the commencement or threat, in writing, of any legal proceeding against such party or any of its affiliates, or any of their respective properties or assets, or, to the knowledge of such party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such party or of its affiliates with respect to the consummation of the transactions contemplated by the Business Combination Agreement.

•        Subject to the terms and conditions of the Business Combination Agreement, each of Intuitive Machines and Inflection Point will use its reasonable best efforts, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by the Business Combination Agreement (including the receipt of all applicable consents of governmental authorities) and to comply as promptly as practicable with all requirements of governmental authorities applicable to the transactions contemplated by the Business Combination Agreement. As promptly as practicable after the execution of the Business Combination Agreement and receipt by Inflection Point of the PCAOB Financial Statements, the Updated 1H Financial Statements and any other audited or unaudited financial statements of the Target Companies that are required by applicable law to be included in the proxy statement/prospectus, (x) Intuitive Machines and Inflection Point will jointly prepare and Inflection Point will file with the SEC, mutually acceptable materials that will include the proxy statement to be filed with the SEC and sent to Inflection Point’s shareholders relating to the extraordinary general meeting, and (y) Inflection Point will prepare (with Intuitive Machines’ and its representatives’ reasonable cooperation) and file with the SEC the registration statement of which this proxy statement/prospectus forms a part in connection with the registration under the Securities Act of (A) the shares of New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants to be issued in exchange for the issued and outstanding Inflection Point Class A Ordinary Shares and the Inflection Point Warrants, respectively, in the Domestication and (B) the shares of New Intuitive Machines Common Stock that constitute the aggregate consideration.

•        Each of Intuitive Machines and Inflection Point and will use its reasonable best efforts to cause the registration statement of which this proxy statement/prospectus forms a part to comply with the rules and regulations promulgated by the SEC, to have the registration statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the registration statement effective as long as is necessary to consummate the transactions contemplated hereby.

•        Each of Intuitive Machines and Inflection Point agree that for a period of six (6) years from the Closing Date, each part will, and will cause New Intuitive Machines and the Target Companies to, maintain in effect the exculpation, indemnification and advancement of expenses provisions in favor of any individual who, at or prior to the Closing, was a director, officer, employee or agent of Inflection Point or the Target Companies, as the case may be, or who, at the request of Inflection Point or the Target Companies,

as the case may be, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, (each, together with such Person’s heirs, executors or administrators, a “D&O Indemnified Party”)), of Inflection Point and the Target Companies respective organizational documents as in effect immediately prior to the Closing Date or in any indemnification agreements of Inflection Point and the Target Companies, on the one hand, with any D&O Indemnified Party, on the other hand, as in effect immediately prior to the Closing Date.

Closing Conditions

The consummation of the Business Combination Agreement is conditioned upon the satisfaction or waiver by the applicable parties to the Business Combination Agreement of the conditions set forth below. Therefore, unless these conditions are waived (to the extent they can be waived) by the applicable parties to the Business Combination Agreement, the Business Combination may not be consummated. There can be no assurance that the parties to the Business Combination Agreement would waive any such provisions of the Business Combination Agreement.

Conditions to the Obligations of Each Party

The consummation of the Business Combination is conditioned upon the satisfaction of certain customary closing conditions by each of the parties, including among other things:

•        The approval of each Condition Precedent Proposal will have been obtained.

•        The requisite approval of the Intuitive Machines Members of Intuitive Machines will have been obtained.

•        No governmental authority will have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the transactions or agreements contemplated by the Business Combination Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by the Business Combination Agreement.

•        After giving effect to the redemption, the Series A Investment and any PIPE Investment, Inflection Point will have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of at least $5,000,001.

•        The registration statement will have been declared effective under the Securities Act by the SEC and will remain effective as of the Closing, and no stop order or similar order suspending the effectiveness of the registration statement will have been issued and be in effect with respect to the registration statement and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn.

•        The shares of New Intuitive Machines Class A Common Stock to be issued in connection with the Business Combination will be conditionally approved for listing upon the Closing on Nasdaq subject to any requirement to have a sufficient number of round lot holders of the New Intuitive Machines Class A Common Stock.

Conditions to the Obligations of Intuitive Machines

The obligations of Intuitive Machines to consummate and effect the Business Combination is subject to the satisfaction of each of the following additional conditions at or prior to the Closing, any one or more of which may be waived in writing exclusively by Intuitive Machines:

•        All of the representations and warranties of Inflection Point set forth in the Business Combination Agreement and in any certificate delivered by or on behalf of Inflection Point pursuant thereto will be true and correct on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties will have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Inflection Point Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have an Inflection Point Material Adverse Effect.

•        Inflection Point will have performed in all material respects all of its respective obligations and complied in all material respects with all of their respective agreements and covenants under the Business Combination Agreement to be performed or complied with by them on or prior to the Closing Date.

•        No Inflection Point Material Adverse Effect will have occurred with respect to Inflection Point since the date of the Business Combination Agreement that is continuing and uncured.

•        The Domestication will have been completed as provided in the Business Combination Agreement and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto will have been delivered to the Intuitive Machines.

•        Inflection Point will have made appropriate arrangements to have the Trust Account available to Inflection Point for payment of amounts to be paid pursuant to the Business Combination Agreement, including the closing contributions, at the Closing.

•        Kingstown will not have exercised any redemption rights with respect to its 2,900,000 Inflection Point Class A Ordinary Shares.

•        Kingstown will have delivered the purchase price for the Series A Preferred Stock and Preferred Investor Warrants to be purchased by Kingstown pursuant to the Series A Purchase Agreement to the Escrow Agent as defined in the Series A Purchase Agreement.

•        Inflection Point will have delivered to Intuitive Machines a certificate, signed by an executive officer of Inflection Point and dated as of the Closing Date, certifying as to the matters described in the Business Combination Agreement.

•        Inflection Point will have delivered to Intuitive Machines a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of Inflection Point’s organizational documents as in effect as of the Closing Date (after giving effect to the Domestication) and (B) the resolutions of Inflection Point’s board of directors authorizing and approving the execution, delivery and performance of the Business Combination Agreement and each of the ancillary documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated thereby.

•        Inflection Point will have delivered, or caused to be delivered, all of the certificates, instruments, contracts, and other documents specified to be delivered by it under the Business Combination Agreement, duly executed by Inflection Point (as applicable).

Conditions to the Obligations of Inflection Point

The obligations of Inflection Point to consummate and effect the Business Combination is subject to the satisfaction of each of the following additional conditions at or prior to the Closing, any one or more of which may be waived in writing exclusively by Inflection Point.

•        All of the representations and warranties of Intuitive Machines set forth in the Business Combination Agreement and in any certificate delivered by or on behalf of Intuitive Machines pursuant thereto will be true and correct on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties will have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Intuitive Machines Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have an Intuitive Machines Material Adverse Effect.

•        Intuitive Machines will have performed in all material respects all of its obligations and complied in all material respects with all of the agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date.

•        No Intuitive Machines Material Adverse Effect will have occurred with respect to the Target Companies, taken as a whole, since the date of the Business Combination Agreement that is continuing and uncured.

•        The Recapitalization will have been completed pursuant to the recapitalization instrument.

•        Intuitive Machines will have delivered to Inflection Point a certificate, signed by an executive officer of Intuitive Machines and dated as of the Closing Date, certifying as to the matters described in the Business Combination Agreement.

•        Intuitive Machines will have delivered to Inflection Point a certificate executed by Intuitive Machines’ secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of Intuitive Machines’ organizational documents as in effect as of the Closing Date (immediately prior to the Closing) and (B) the requisite resolutions of Intuitive Machines’ board of managers authorizing and approving the execution, delivery and performance of the Business Combination Agreement and each ancillary document to which Intuitive Machines is or is required to be a party or bound, and the consummation of the Business Combination.

•        Intuitive Machines will have delivered the employment agreements for the persons mutually agreed by Inflection Point and Intuitive Machines, and such agreements will be in full force and effect as of the Closing.

•        Intuitive Machines will have delivered, or caused to be delivered, all of the certificates, instruments, contracts, and other documents specified to be delivered by it under the Business Combination Agreement, duly executed by Intuitive Machines (as applicable).

Termination; Effectiveness

Intuitive Machines and Inflection Point will be able to terminate the Business Combination Agreement by mutual written consent. Either Intuitive Machines or Inflection Point would be able to terminate the Business Combination Agreement:

•        by written notice if any of the conditions to the Closing set forth in the Business Combination Agreement have not been satisfied or waived by September 16, 2023 (the “Outside Date”); provided, however, the right to terminate the Business Combination Agreement will not be available to a party if the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

•        by written notice if a governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, and such order or other action has become final and non-appealable; provided, however, that the right to terminate the Business Combination Agreement t will not be available to a party if the failure by such party or its affiliates to comply with any provision of the Business Combination Agreement has been a substantial cause of, or substantially resulted in, such action by such governmental authority;

Intuitive Machines would be able to terminate the Business Combination Agreement:

•        if the Inflection Point Board modifies its recommendation that shareholders vote “FOR” each of the Condition Precedent Proposals

•        if the approval of the Condition Precedent Proposals by Inflection Point’s shareholders will not have been obtained by reason of the failure to obtain the required vote at the Inflection Point shareholders’ meeting duly convened therefor or at any adjournment or postponement thereof;

•        if (i) there has been a breach by Inflection Point of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of Inflection Point will have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in the Business Combination Agreement to be satisfied and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to Inflection Point or (B) the Outside Date; provided, that Intuitive Machines will not have the right to terminate the Business Combination Agreement pursuant to the Business Combination Agreement if at such time Intuitive Machines is in material uncured breach of the Business Combination Agreement;

•        if (i) all the conditions set forth in the Business Combination Agreement have been, and continue to be, satisfied or waived (ii) Inflection Point fails to consummate the Business Combination on or prior to the day when the Closing is required to occur pursuant to the Business Combination Agreement, (iii) Intuitive Machines will have irrevocably confirmed in writing to Inflection Point that it is ready, willing and able to consummate the Closing and (iv) Inflection Point fails to effect the Closing within five business days following delivery of such confirmation.

Inflection Point would be able to terminate the Business Combination Agreement if (i) there has been a breach by Intuitive Machines of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of such parties will have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in the Business Combination Agreement to be satisfied (treating the Closing Date for such purposes as the date of the Business Combination Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to Intuitive Machines or (B) the Outside Date; provided, that Inflection Point will not have the right to terminate the Business Combination Agreement pursuant to the Business Combination Agreement if at such time Inflection Point is in material uncured breach of the Business Combination Agreement.

Waiver and Amendments

At any time prior to Closing, any party to the Business Combination Agreement may, by approval by their respective board of directors or other officers or persons duly authorized (a) extend the time for the performance of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties (of the other party hereto) that are contained in the Business Combination Agreement or (c) waive compliance by the other parties hereto with any of the agreements or conditions contained in the Business Combination Agreement. The Business Combination Agreement may be amended, supplemented or modified only by execution of a written instrument signed by Inflection Point and Intuitive Machines.

Fees and Expenses

In the event that the Business Combination Agreement is terminated by Inflection Point due to (i) Intuitive Machines’ breach of certain representation, warranties, covenants or agreements, which would result in a failure of certain closing conditions and such breach is incapable of being or is not cured within (A) twenty (20) days after written notice or (B) the Outside Date or (ii) Intuitive Machines fails to consummate the Business Combination on or prior to the day when Closing is required to occur and fails to effect the Closing within five (5) business days following the delivery of Inflection Point’s confirmation to consummate the Closing, then Intuitive Machines will pay to Inflection Point any amounts due and owing under the Working Capital Note (the “Expense Reimbursement”) within two (2) days after the date of termination.

In addition, if Intuitive Machines fails to pay in a timely manner any amount due pursuant to the Expense Reimbursement, Intuitive Machines will reimburse Inflection Point for all costs and expenses incurred in the collection of overdue amounts and will pay to Inflection Point interest on the amounts payable.

Inflection Point and Intuitive Machines agree that they are entitled to seek an injunction or restraining order to prevent breaches and to specific enforcement of the terms and provisions of the Business Combination Agreement, in addition to any other right or remedy to which any party is entitled under the Business Combination Agreement, at law or equity.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the “Related Agreements”), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. The full text of the Related Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Shareholders of Inflection Point and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

A&R Registration Rights Agreement

At the Closing, Inflection Point, the Sponsor certain Intuitive Machines Members and the Series A Investors will enter into the A&R Registration Rights Agreement, pursuant to which, among other things, the Sponsor, such Intuitive Machines Members and the Series A Investors will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Intuitive Machines that they will hold following the Business Combination.

Member Voting and Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Inflection Point, Intuitive Machines, and the Intuitive Machines Founders entered into a Member Voting and Support Agreement (the “Member Voting and Support Agreement”) pursuant to which the Intuitive Machines Founders generally agreed to, among other things:

(i)     approve and adopt the Business Combination Agreement and the consummation of the transactions contemplated thereby;

(ii)    vote against any alternative transaction or any proposal relating to an alternative transaction;

(iii)   vote against any merger agreement or merger, consolidation, combination (other than the Business Combination Agreement and the transactions contemplated thereby), sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Intuitive Machines;

(iv)   vote against any change in the business or board of managers of Intuitive Machines (other than pursuant to the Business Combination Agreement or the agreements and instruments contemplated by the Business Combination Agreement or otherwise related to the transactions contemplated therein); and

(v)    vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Member Voting and Support Agreement, the Business Combination Agreement or the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Intuitive Machines under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Intuitive Machines Founders contained in the Member Voting and Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Intuitive Machines.

Pursuant to the Member Voting and Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Intuitive Machines, no Intuitive Machines Founder shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any units of Intuitive Machines, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any such units without the prior written consent of Intuitive Machines and Inflection Point, unless such transfer is deemed a Permitted Transfer (as defined in the Member Voting and Support Agreement).

In addition, pursuant to the Member Voting and Support Agreement, each Intuitive Machines Founder has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Intuitive Machines or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Member Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Member Voting and Support Agreement, the Business Combination Agreement or the Business Combination. Each Intuitive Machines Founder has also waived and agreed not to exercise any rights of appraisal or rights to dissent from the Business Combination that they may have in respect of their units of Intuitive Machines. The Member Voting and Support Agreement terminates upon the earlier to occur of the Closing, the termination of the Business Combination Agreement, the liquidation of Intuitive Machines or the written agreement of the Intuitive Machines Founders, Inflection Point and Intuitive Machines. Each of the Intuitive Machines Founders entered into the Member Voting and Support Agreement solely in his, her or its capacity as a security holder and not in any capacity as a director or otherwise.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, Inflection Point and Intuitive Machines entered into the Sponsor Support Agreement pursuant to which the Sponsor agreed to, among other things:

(i)     vote in favor of the adoption of each of the Shareholder Proposals;

(ii)    vote against any alternative transaction or any proposal relating to an alternative transaction (in each case, other than the Shareholder Proposals);

(iii)   vote against any merger agreement or merger, consolidation, combination (other than the Business Combination Agreement and the transactions contemplated thereby), sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Inflection Point;

(iv)   vote against any change in the business, management or board of directors of Inflection Point (other than in connection with the Shareholder Proposals or pursuant to the Business Combination Agreement or the agreements and instruments contemplated thereby or otherwise related to the transactions contemplated therein); and

(v)    vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the Business Combination Agreement or the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Inflection Point under the Business Combination Agreement, (C) result in any of the closing conditions set forth in the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in the Sponsor Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any Inflection Point Ordinary Shares.

Pursuant to the Sponsor Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Inflection Point, the Sponsor shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Founder Shares or Private Placement Warrants, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any such Founder Shares or Private Placement Warrants without the prior written consent of Intuitive Machines, unless such transfer is deemed a Permitted Transfer (as defined in the Sponsor Support Agreement).

The Sponsor has also agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Intuitive Machines or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Sponsor Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination.

In addition, pursuant to the Sponsor Support Agreement, the Sponsor agreed to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to the rate that the Founder Shares convert into Inflection Point Class A Ordinary in connection with the transactions contemplated by the Business Combination Agreement. Intuitive Machines agreed to indemnify the Sponsor from and against certain liabilities relating to the Business Combination for a period of six years after the Closing. The Sponsor Support Agreement terminates upon the earlier to occur of the Closing, the termination of the Business Combination Agreement, the liquidation of Inflection Point or the written agreement of the Sponsor, Inflection Point and Intuitive Machines.

Tax Receivable Agreement

As a result of the post-Business Combination organizational structure, New Intuitive Machines expects to obtain (i) in connection with the Business Combination, existing tax basis in certain assets of Intuitive Machines OpCo and certain of its direct or indirect subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service (the “Existing Basis”), (ii) tax basis adjustments, including an increase in New Intuitive Machines’ allocable share of existing tax basis, resulting from (a) any future redemptions or exchanges

of Intuitive Machines OpCo Common Units from the Intuitive Machines Members as described under “Certain Relationships and Related Party Transactions — Amended and Restated Operating Agreement — Intuitive Machines OpCo Common Units redemption right” (such basis increase, the “Basis Adjustments”), (b) certain distributions (or deemed distributions) by Intuitive Machines OpCo, and (c) payments made under the Tax Receivable Agreement and (iii) deductions attributable to imputed interest and other payments of interest pursuant to the Tax Receivable Agreement (such deductions, the “Interest Deductions”). The parties intend to treat each redemption or exchange of Intuitive Machines OpCo Common Units in Intuitive Machines OpCo pursuant to the Second A&R Operating Agreement as New Intuitive Machines’ direct purchase of Intuitive Machines OpCo Common Units in Intuitive Machines OpCo from an Intuitive Machines Member for U.S. federal income and other applicable tax purposes, regardless of whether such Intuitive Machines OpCo Common Units in Intuitive Machines OpCo are surrendered by an Intuitive Machines Member to Intuitive Machines OpCo for redemption, or, to the extent there is cash available from a contemporaneous public offering or private sale of New Intuitive Machines Class A Common Stock by New Intuitive Machines and New Intuitive Machines so authorizes, sold directly to New Intuitive Machines. Any Existing Basis, Basis Adjustments and Interest Deductions may have the effect of reducing the amount of taxes that New Intuitive Machines would otherwise pay in the future to various tax authorities. The Existing Basis, Basis Adjustments and Interest Deductions may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets.

In connection with the Business Combination, New Intuitive Machines will enter into the Tax Receivable Agreement with Intuitive Machines OpCo and the TRA Holders. The Tax Receivable Agreement will provide for the payment by New Intuitive Machines to the TRA Holders of 85% of the amount of cash tax savings, if any, that New Intuitive Machines actually realizes, or in some circumstances is deemed to realize, as a result of the Existing Basis, Basis Adjustments and Interest Deductions, including those resulting from payments pursuant to the Tax Receivable Agreement. Intuitive Machines OpCo and its applicable subsidiaries will have an election under Section 754 of the Code in effect for each taxable year in which a redemption or exchange of Intuitive Machines OpCo Common Units in Intuitive Machines OpCo for shares of New Intuitive Machines Class A Common Stock or cash occurs. Assuming no material changes in the relevant tax law and that New Intuitive Machines earns sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, it is expected that the tax savings associated with the (i) Existing Basis, (ii) Basis Adjustments, and (iii) Interest Deductions would aggregate to approximately $170.4 million over 20 years from the date of the Business Combination based on a trading price of $10.00 per share of New Intuitive Machines Class A Common Stock, and assuming all future redemptions or exchanges would occur one year after the Business Combination at the same assumed price per share. Under such scenario, assuming future payments are made on the due date (with extension) of each relevant U.S. federal income tax return, New Intuitive Machines would be required to pay approximately 87% of such amount, or approximately $148.2 million, over the 20-year period from the date of the Business Combination and New Intuitive Machines would benefit from the remaining 13% of the tax benefits. These Tax Receivable Agreement payments are not conditioned upon any continued ownership interest in either Intuitive Machines OpCo or New Intuitive Machines by any TRA Holder. The rights of each TRA Holder under the Tax Receivable Agreement are assignable regardless of whether the underlying Intuitive Machines OpCo Common Units are also assigned. In general, the TRA Holders’ rights under the Tax Receivable Agreement may not be assigned, sold, pledged or otherwise alienated to any person, other than certain permitted transferees, without such person becoming a party to the Tax Receivable Agreement and agreeing to succeed to the applicable TRA Holders’ interest therein.

The actual Existing Basis, Basis Adjustments and Interest Deductions, as well as any amounts paid to the TRA Holders under the Tax Receivable Agreement, will vary depending on a number of factors, including:

•        the price of shares of New Intuitive Machines Class A Common Stock at the time of redemptions or exchanges — the Basis Adjustments, as well as any related increase in any tax deductions, are directly related to the price of shares of New Intuitive Machines Class A Common Stock at the time of each redemption or exchange;

•        the timing of any subsequent redemptions or exchanges — for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of Intuitive Machines OpCo and certain of its direct and indirect subsidiaries at the time of each redemption, exchange or distribution (or deemed distribution) as well as the amount of remaining existing tax basis at the time of such redemption, exchange or distribution (or deemed distribution);

•        the extent to which such redemptions or exchanges are taxable — if a redemption or exchange is not taxable for any reason, certain of the increased tax deductions will not be available;

•        the extent to which such Basis Adjustments are immediately deductible — New Intuitive Machines may be permitted to immediately expense a portion of the Basis Adjustments attributable to a redemption or exchange, which could significantly accelerate the timing of New Intuitive Machines’ realization of the associated tax benefits. Under the Second A&R Operating Agreement, the determination of whether to immediately expense such Basis Adjustments will be made in New Intuitive Machines’ sole discretion; and

•        the amount and timing of New Intuitive Machines income — the Tax Receivable Agreement generally will require New Intuitive Machines to pay 85% of the amount of cash tax savings as and when such cash tax savings are treated as realized under the terms of the Tax Receivable Agreement. If New Intuitive Machines does not have sufficient taxable income to realize any of the applicable tax benefits, New Intuitive Machines generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no tax benefits will have been actually realized. However, any tax benefits that do not result in realized tax benefits in a given taxable year may generate tax attributes that may be used to generate tax benefits in previous or future taxable years. The use of any such tax attributes will result in payments under the Tax Receivable Agreement.

For purposes of the Tax Receivable Agreement, cash savings in income taxes will be computed by comparing New Intuitive Machines’ actual income tax liability to the amount of such taxes that New Intuitive Machines would have been required to pay had there been no Existing Basis, Basis Adjustments and Interest Deductions; provided that, for purposes of determining cash savings with respect to state and local income taxes an assumed tax rate will be used. The Tax Receivable Agreement will generally apply to each of New Intuitive Machines’ taxable years, beginning with the first taxable year ending after the completion of the Business Combination. There is no maximum term for the Tax Receivable Agreement, although, as discussed further below, the Tax Receivable Agreement may be terminated by New Intuitive Machines pursuant to an early termination procedure or upon the occurrence of certain events, in each case, that requires New Intuitive Machines to pay the TRA Holders an agreed upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated based on certain assumptions, including regarding tax rates and use of the Basis Adjustments and Interest Deductions).

The payment obligations under the Tax Receivable Agreement are obligations of New Intuitive Machines and not Intuitive Machines OpCo. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, it is expected that the payments that New Intuitive Machines may be required to make to the TRA Holders could be substantial. Any payments made by New Intuitive Machines to the TRA Holders under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to New Intuitive Machines and, to the extent that New Intuitive Machines is unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by New Intuitive Machines; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and, therefore, may accelerate payments due under the Tax Receivable Agreement, which could be substantial. New Intuitive Machines anticipates funding ordinary course payments under the Tax Receivable Agreement from cash flow from operations of its subsidiaries, available cash or available borrowings under the Credit Mobilization Credit Facility (as defined below) or any future debt agreements.

Decisions made by New Intuitive Machines in the course of running its business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that New Intuitive Machines is required to make to a TRA Holder under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments.

The Tax Receivable Agreement provides that if (i) New Intuitive Machines materially breaches any of its material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combination, or other changes of control were to occur after the consummation of the Transactions, or (iii) New Intuitive Machines elects an early termination of the Tax Receivable Agreement, then its obligations, or its successor’s obligations, under the Tax Receivable Agreement would accelerate and become due and payable, based on certain assumptions, including

an assumption that New Intuitive Machines would have sufficient taxable income to fully use all potential future tax benefits that are subject to the Tax Receivable Agreement. In those circumstances, TRA Holders would be deemed to exchange any remaining outstanding Intuitive Machines OpCo Common Units for New Intuitive Machines Class A Common Stock and the TRA Holders generally would be entitled to payments under the Tax Receivable Agreement resulting from such deemed exchanges. New Intuitive Machines may elect to completely terminate the Tax Receivable Agreement early only with the written approval of each of a majority of New Intuitive Machines’ “independent directors” (within the meaning of the rules of the Nasdaq). The amount due and payable in those circumstances is based on the present value (at a discount rate of SOFR plus 100 basis points) of projected future tax benefits that are based on certain assumptions, including an assumption that New Intuitive Machines would have sufficient taxable income to fully use all potential future tax benefits that are subject to the Tax Receivable Agreement. Based on such assumptions, if New Intuitive Machines were to exercise its termination right, or the Tax Receivable Agreement is otherwise terminated, immediately following the consummation of the Business Combination, the aggregate amount of the termination payments would be approximately $100.4 million.

As a result of the foregoing, New Intuitive Machines could be required to make an immediate cash payment, possibly significantly in advance of the actual realization, if any, of such future cash tax savings. New Intuitive Machines also could be required to make cash payments to the TRA Holders that are greater than 85% of the actual benefits New Intuitive Machines ultimately realizes in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, New Intuitive Machines’ obligations under the Tax Receivable Agreement could have a substantial negative impact on its liquidity and could have the effect of deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that New Intuitive Machines will be able to finance New Intuitive Machines’ obligations under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that New Intuitive Machines determines, which are complex and factual in nature, and the IRS or another taxing authority may challenge all or any part of the Basis Adjustments, as well as other tax positions that we take, and a court may sustain such a challenge. New Intuitive Machines will not be reimbursed for any cash payments previously made to the TRA Holders pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by New Intuitive Machines are subsequently challenged by a taxing authority and ultimately disallowed. Instead, any excess cash payments made by New Intuitive Machines to a TRA Holder will be netted against future cash payments, if any, New Intuitive Machines might otherwise be required to make under the terms of the Tax Receivable Agreement to such TRA Holders. However, a challenge to any tax benefits initially claimed by New Intuitive Machines may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments, if any, New Intuitive Machines might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments from which to net against. As a result, it is possible that New Intuitive Machines could make cash payments under the Tax Receivable Agreement that are substantially greater than 85% of its actual cash tax savings.

New Intuitive Machines will have full responsibility for, and sole discretion over, all New Intuitive Machines’ and Intuitive Machines OpCo’s tax matters, including the filing and amendment of all tax returns and claims for refund and defense of all tax contests, subject to certain participation and approval rights held by certain TRA Holders. If the outcome of any challenge to all or part of the Existing Basis, Basis Adjustments, Interest Deductions or other tax benefits New Intuitive Machines claims would reasonably be expected to materially affect a TRA Holder’s rights and obligations under the Tax Receivable Agreement, then New Intuitive Machines will not be permitted to settle such challenge without the consent (not to be unreasonably withheld or delayed) of certain TRA Holders. The interests of such TRA Holders in any such challenge may differ from or conflict with New Intuitive Machines’ and its investors’ interests, and such TRA Holders may exercise their consent rights relating to any such challenge in a manner adverse to New Intuitive Machines’ and its investors’ interests.

Under the Tax Receivable Agreement, New Intuitive Machines is required to provide each TRA Holder that holds an interest in the Tax Receivable Agreement and to which a tax benefit or detriment is attributable with a schedule showing the calculation of payments that are due under the Tax Receivable Agreement with respect to each taxable year with respect to which a payment obligation to such holder arises within 150 days after filing New Intuitive Machines’ U.S. federal income tax return for such taxable year. This calculation will be based upon the advice of New Intuitive Machines’ tax advisors. Payments are generally due under the Tax Receivable Agreement within a specified period of time following the filing of New Intuitive Machines’ tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of a SOFR plus 100 basis points from the due date (without extensions) of such tax return. Some late payments that may be made under the Tax

New Intuitive Machines has the right to terminate the Cantor Purchase Agreement at any time after Commencement, at no cost or penalty, upon ten trading days’ prior written notice. Under certain limited circumstances, CFPI has the right to terminate the Cantor Purchase Agreement for various reasons, including if, in its sole and absolute discretion, it (i) is not satisfied with the results of its due diligence review of Inflection Point (prior to the Closing) or New Intuitive Machines (after the Closing) with respect to material aspects of such entity’s assets, business, operations, earnings, properties, condition (financial or otherwise), prospects or projections, stockholders’ equity or results of operations, or any disclosure related thereto, or (ii) identifies facts related to such entity that pose a material reputational risk to CFPI or its affiliates. No termination of the Cantor Purchase Agreement will alter or otherwise affect New Intuitive Machines’ obligations under the Cantor Registration Rights Agreement (as defined below). To the extent that CFPI terminates the Cantor Purchase Agreement as a result of its failure to be satisfied with the results of its due diligence review of Inflection Point (prior to the Closing) or New Intuitive Machines (after the Closing), CFPI will be required to promptly return any Commitment Shares issued pursuant to the Cantor Purchase Agreement and, upon such return, the Commitment Shares will be deemed forfeited and surrendered by CFPI.

Cantor Registration Rights Agreement

In connection with Inflection Point’s entry into the Cantor Purchase Agreement, Inflection Point entered into the Cantor Registration Rights Agreement, pursuant to which Inflection Point agreed to register for resale, pursuant to Rule 415 under the Securities Act, the shares of New Intuitive Machines Class A Common Stock that are sold to CFPI under the Equity Facility and the Commitment Shares.

Second A&R Operating Agreement

In connection with the Business Combination, Intuitive Machines will amend and restate its limited liability company agreement by adopting the Second A&R Operating Agreement. The Second A&R Operating Agreement will (i) permit the issuance and ownership of the post-Recapitalization equity of Intuitive Machines as contemplated by the Business Combination Agreement and (ii) admit Inflection Point as the managing member of Intuitive Machines. The Intuitive Machines Founders will control New Intuitive Machines immediately after the Closing by virtue of their ownership of New Intuitive Machines Class C Common Stock.

Background of the Business Combination

Inflection Point is a blank check company that was 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. The Business Combination is the result of an extensive search for a potential transaction utilizing the global network and the investing and operating experience of Inflection Point’s management team and the Inflection Point Board. The terms of the Business Combination are the result of extensive negotiations among the representatives of Inflection Point and Intuitive Machines. The following is a description of the background of these negotiations and the resulting terms of the Business Combination.

Prior to the consummation of the IPO on September 24, 2021, neither Inflection Point, nor anyone on Inflection Point’s behalf, identified any specific target business, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Inflection Point.

The prospectus for the IPO states that Inflection Point intended to seek strong fundamental businesses in a broad range of consumer products and technology sectors, with emphasis on one or more of the following attributes:

•        Innovative, technology-enabled consumer brand or disruptive commerce technology platform of scale focused on acquiring net new customers with a large addressable market, legacy analogue competitors and a differentiated path to market or superior product and customer experience.

•        Customer focused, and culturally relevant team fueled by a shared connection and passion for the brand or platform.

•        Adaptable to the rapidly changing business environment and major shift in demographics with the ability to meet the customer wherever they may browse or shop regardless of existing government mandates or rapidly evolving consumer preferences.

•        Achieved a scale such that the profit contribution from existing business offsets fixed costs and is prepared to reinvest high-margin new customer acquisition with growth loop economics.

•        Amenable to our management’s expertise in global brand development/awareness and broadening consumer acquisition channels by expanding advertising spend beyond performance-based marketing and into deeper more sustainable channels without sacrificing advertising ROI.

After completion of the IPO, Inflection Point’s officers and directors commenced an active search for prospective businesses or assets to acquire in its initial business combination. Representatives of Inflection Point were contacted by, and representatives of Inflection Point contacted, numerous individuals, financial advisors, business owners and other entities who offered to present ideas for business combination opportunities. Inflection Point’s officers and directors and their affiliates actively searched for and brought business combination targets to Inflection Point’s attention.

From September 24, 2021 to May 12, 2022, Inflection Point reviewed more than 100 acquisition opportunities across various industries, entered into approximately 15 non-disclosure agreement with potential targets (including Intuitive Machines), each individually negotiated on customary terms. Inflection Point had active discussions with approximately 25 of those potential business targets and delivered initial drafts of letters of intent to seven of such companies, including Intuitive Machines. Inflection Point ultimately determined not to proceed with each of the other potential acquisition opportunities, either because: (a) Inflection Point did not prevail in or could not preempt a competitive process; (b) Inflection Point could not come to an agreement with the counterparty on the economic terms for a potential transaction; (c) the counterparty was not seeking to pursue a business combination at that time; or (d) Inflection Point concluded that the target business or the terms of a potential business combination would not be suitable for Inflection Point or its shareholders. Further, following extensive due diligence conducted by Inflection Point’s management and its advisors, and following detailed discussions with Intuitive Machines, Inflection Point believed Intuitive Machines to be a strong target business, with a competitive position in its industry, rapidly growing revenue and superior equity capital efficiency, and that it aligns with Inflection Point’s investment criteria. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination” for a further discussion of these considerations.

The following chronology summarizes the key meetings and events that led to the signing of the letter of intent and Business Combination Agreement and other Transaction Documents with Intuitive Machines, but it does not purport to catalogue every conversation among representatives of Inflection Point, Intuitive Machines, and their respective advisors.

On February 24, 2022, Chairman and Founder of Intuitive Machines, Kamal Ghaffarian, facilitated an introduction between management of Intuitive Machines and management of Inflection Point. Inflection Point’s management team and the Inflection Point Board had been previously acquainted with other companies founded by Mr. Ghaffarian, including another target for which Inflection Point submitted an initial draft letter of intent.

On February 25, 2022, an introductory management presentation between the management team of Intuitive Machines and Inflection Point was scheduled for March 2, 2022.

On February 28, 2022, Inflection Point and Intuitive Machines entered into a non-disclosure agreement, and Intuitive Machines provided investor presentation slides to Inflection Point to review in advance of the introductory meeting.

On March 2, 2022, Steve Altemus and Erik Sallee, Chief Executive Officer and Chief Financial Officer, respectively, of Intuitive Machines presented to Mike Blitzer, Guy Shanon, Nick Shekerdemian and Kevin Shannon, Co-Chief Executive Officer, Co-Chief Executive Officer, director and chief of staff, respectively, of Inflection Point. Topics covered included a detailed overview of the business lines, competitive landscape, financial profile, relevant governmental regulations, funding raised to date, and anticipated use of funds from a potential special purpose acquisition company transaction.

On March 3, 2022, members of the Inflection Point team were granted access to the data room, and between March 3, 2022 and March 9, 2022, Inflection Point’s management team conducted due diligence on Intuitive Machines, including an in-depth review of the financial model prepared by Intuitive Machines’ management team.

On March 9, 2022, Messrs. Blitzer, Shanon and Shannon conducted a follow-up call with Mr. Sallee to discuss the financial model and various revenue drivers for the business. On the call it was noted that Intuitive Machines was in the process of interviewing potential financial advisors for a business combination transaction. It was also noted that Intuitive Machines had received a draft letter of intent from another special purpose acquisition company on March 8, 2022.

Between March 10, 2022 and March 23, 2022, members of the Inflection Point team continued their diligence process on Intuitive Machines including conducting an in-depth review of each of Intuitive Machines’ business segments.

On March 23, 2022, Messrs. Blitzer, Shanon and Shannon held an introductory call with J.P. Morgan Securities LLC (“J.P. Morgan”), the financial advisors hired by the Intuitive Machines to assist with the transaction. Also on March 23, 2022, Inflection Point’s management team prepared a draft letter of intent for a proposed business combination with Intuitive Machines (the “LOI”). The LOI reflected a pre-money equity value range of $900.0 million to $1.2 billion, in addition to certain other transaction terms, including the proposed size of a private investment in public equity investment (the “Proposed PIPE Investment”), Kingstown 1740’s $50.0 million investment, and 6-month lock-up restrictions on the holders of Founder Shares and the Intuitive Machines Members. Inflection Point sent the initial draft to its outside counsel, White & Case LLP (“White & Case”) for their review. The initial pre-money equity value range was based on comparative companies analyses for each of the business segments of Intuitive Machines and projections, as further described in “The Inflection Point Board’s Reasons for the Approval of the Business Combination — Summary of Financial Analysis” and “Projections” below.

On March 28, 2022, Inflection Point submitted the LOI to J.P. Morgan and Intuitive Machines.

On April 5, 2022, Mr. Blitzer contacted a senior investment banking representative of Citigroup Global Markets Inc. (“Citi”), the book-running manager of Inflection Point’s IPO, to inform Citi of the potential transaction and to ask Citi to act as capital markets advisor to Inflection Point in connection with the Business Combination, a role customarily performed by SPAC IPO underwriters. In response, the Citi representative informed Mr. Blitzer that Citi would not discuss or be involved with the Business Combination because it was concerned about having underwriter liability in connection with the Business Combination as a consequence of statements made by the SEC in its recent release proposing new rules regulating SPACs.

On April 5, 2022, the J.P. Morgan team relayed initial feedback to the Inflection Point team including clarification around the Up-C tax structure, a request for an earn-out with triggers at $12.50 and $15.00, a request for the Sponsor to forfeit a number of Founder Shares and subject a number of Founder Shares to earn-out, a request for a 10-1 high vote/low vote structure, a $120 million minimum cash condition, and other provisions. Inflection Point received a revised draft of the LOI consistent with such comments on April 7, 2022.

On April 6, 2022 members of the Inflection Point team spoke with Cantor Fitzgerald & Co. (“Cantor”) to learn about the terms of a potential equity facility to be provided by Cantor to the post-Business Combination company and to discuss Inflection Point engaging Cantor as a financial advisor to Inflection Point for the Business Combination.

Between April 11, 2022 and May 25, 2022, members of the Inflection Point team conducted several due diligence calls with industry experts to further enhance their knowledge of the competitive landscape and lunar economy as a whole.

Following discussions between the Inflection Point team and representatives of White & Case and Cantor, on April 14, 2022, Cantor sent J.P. Morgan a revised LOI reflecting, among other things, the inclusion of an equity facility as part of the transaction financing, the removal of the Sponsor forfeiture and earn-out provisions, and the removal of the high vote/low vote structure.

On April 19, 2022, Cantor and J.P. Morgan had a call to discuss the revised draft of the LOI.

On April 25, 2022, Messrs. Altemus, Sallee, Blitzer, Shanon and Shannon, as well as members of the Cantor and J.P. Morgan teams, held a call for Cantor to further explain the potential equity facility and potential investors to speak to in connection with the proposed PIPE Investment.

On April 29, 2022, the J.P. Morgan team sent a further revised draft of the LOI to Cantor. Certain changes included adding back the Sponsor forfeiture and earn-out provisions, adding back the high vote/low vote structure, and specifying that the equity facility would not count towards the minimum cash condition.

On May 2, 2022, Edward Sonnenschein, Chief Legal Officer of IBX, LLC, Messrs. Ghaffarian, Altemus, Sallee, Blitzer, Shekerdemian and Shannon, as well as members of the Cantor, J.P. Morgan, Latham & Watkins LLP, legal counsel to Intuitive Machines (“Latham”), and White & Case teams met at Intuitive Machines’ headquarters in Houston to discuss the revised draft of the LOI. Members of Inflection Point and White & Case toured Intuitive Machines’ facility. Various outstanding business points were finalized. See “Intuitive Machines Related Person Transactions — Our Relationship with IBX, LLC” for a description of the relationship between Intuitive Machines and IBX, LLC.

On May 4, 2022, Mr. Blitzer sent an email outlining revised commercial terms based on the meeting in Houston. Revised provisions included a 2:1 Intuitive Machines Founder super-voting structure, a 10.0 million share Intuitive Machines earn-out with triggers based on a contract win and common equity prices of $15.00 and $20.00, and a Sponsor earn-out of 400,000 shares if certain conditions were not met at closing.

On May 5, 2022, Mr. Blitzer spoke to Mr. Ghaffarian, and an agreement was reached including a 3:1 Intuitive Machines Founder super-voting structure, a common-equity price based earn out at thresholds of $15.00 and $17.50, and 500,000 Founder Shares to be placed in earn-out and forfeited if certain conditions were not met at closing. Inflection Point and Intuitive Machines agreed that the enterprise value of Intuitive Machines would be further negotiated after additional diligence by Inflection Point and its advisors, and receipt of market feedback after investor presentations in connection with the Proposed PIPE Investment.

Between May 6, 2022 and May 12, 2022, Inflection Point, Intuitive Machines and their respective counsels negotiated the final terms and wording of the LOI.

On May 11, 2022, Mr. Ghaffarian called Mr. Blitzer to inform him, and Mr. Altemus followed up with an email confirming, that the board of Intuitive Machines had formally approved entering into the LOI with Inflection Point.

On May 12, 2022, Mr. Blitzer spoke to Mr. Altemus to finalize the mechanics through which the Sponsor earn-out would be tied to the minimum cash condition. Later on May 12, 2022, Mr. Blitzer executed the LOI on behalf of Inflection Point, and Mr. Altemus executed the LOI on behalf of Intuitive Machines.

On May 17, 2022, the Intuitive Machines team held an informational session via Zoom for the Cantor and J.P. Morgan teams to learn more about the business of Intuitive Machines.

Also on May 17, 2022, representatives of Inflection Point spoke with senior investment banking and capital markets representatives of Citi in order to inform Citi that Inflection Point construed Citi’s refusal to act in the customary role of capital markets advisor to be a waiver of its entitlement to the “Deferred Discount” under and as defined in the Underwriting Agreement, dated September 21, 2021, between Inflection Point and Citi, and sought Citi’s confirmation of such waiver. The representatives of Inflection Point also informed the representatives of Citi that, whether or not Citi confirmed its waiver, Inflection Point did not intend to pay the Deferred Discount to Citi. The representatives of Inflection Point noted that they understood that other SPAC underwriters and financial advisory firms who have declined to participate in, or withdrawn or are seeking to withdraw from, new or pending business combination transactions as part of a broad market reaction to regulatory uncertainty arising from the SEC’s proposing release have waived their respective entitlements to deferred underwriting commissions and/or other advisory fees. The SEC’s release proposing new SPAC rules states that receipt of compensation in connection with a “de-SPAC transaction” could constitute participation in the transaction. A capital markets representative of Citi responded by saying that Citi expected to be paid its full Deferred Discount even through it was not advising Inflection Point in any capacity in connection with the Business Combination, and would only be willing to reallocate a minority of the Deferred Discount to another financial advisor that Inflection Point engaged in connection with the Business Combination.

As of the Record Date, Citi has not affirmatively waived the Deferred Discount, publicly disclaimed any role in the Business Combination or publicly disclaimed responsibility for this proxy statement/prospectus. As noted above, Inflection Point does not intend to pay the Deferred Discount to Citi.

On May 19, 2022, members of the Cantor and Inflection Point teams traveled back to Houston to conduct further in-person due diligence and tour the Intuitive Machines lunar lander production facilities.

On May 19, May 23, and May 27, members of the Inflection Point and Intuitive Machines teams had calls with prospective investment banks about the anticipated Proposed PIPE Investment. The teams decided the incremental value add of bringing in additional banks for the Proposed PIPE Investment would be minimal, and decided to proceed with Cantor as the sole placement agent.

On May 25 and May 26, calls were held with members of the Intuitive Machines, Inflection Point, Cantor, and J.P. Morgan teams to review and discuss the investor presentation for the Proposed PIPE Investment.

On May 26, 2022, a financial due diligence call was held with members from the Intuitive Machines, Inflection Point, Cantor, White & Case, Latham, and DLA Piper LLP (US), legal counsel to Cantor (“DLA Piper”) teams present.

On May 31, 2022, a follow-up financial due diligence call was held with members from the Intuitive Machines, Inflection Point, Cantor and J.P. Morgan teams to more thoroughly review each of the line items in the financial model as well as contract and procurement timelines.

On June 1, 2022, a legal due diligence call was held with members of the Intuitive Machines, Inflection Point, Cantor, Latham, White & Case, and DLA Piper teams present.

On June 2, 2022, an auditor due diligence call with was held with Intuitive Machines’ auditor, Grant Thornton LLP, and members of the Intuitive Machines, Inflection Point, Cantor, Latham, White & Case, and DLA Piper teams present.

On June 3, 2022, an organization call was held to discuss the timeline and outstanding process items such as the final legal review of the presentation to be used in marketing the Proposed PIPE Investment and related mechanics. Members of the Intuitive Machines, Inflection Point, Cantor, J.P. Morgan, Latham, White & Case, and DLA Piper teams were present.

On June 9, 2022, the first weekly update call covering progress with the process for the Proposed PIPE Investment was held with members of the Intuitive Machines, Inflection Point, Cantor, J.P. Morgan, Latham, White & Case, and DLA Piper teams in attendance.

On June 10, 2022, a Proposed PIPE Investment presentation dry run was held with Messrs. Altemus, Sallee, Blitzer, Shanon, Shekerdemian and Shannon, as well as members of the Cantor, J.P. Morgan, Latham, White & Case, and DLA Piper teams in attendance.

On June 16, 2022, a weekly update call was held where it was established which individuals would be responsible for reaching out to which potential PIPE investors. It was noted that all documents needed to commence Proposed PIPE Investment outreach had been finalized. Members of the Intuitive Machines, Inflection Point, Cantor, J.P. Morgan, Latham, White & Case, and DLA Piper teams were in attendance.

On June 16, 2022, the Cantor team explained to Messrs. Altemus, Sallee, Blitzer, Shanon and Shannon the types of PIPE security structures they had seen clearing the market in recent deals. The attendees also discussed the strategy on which potential investors to reach out to first.

On June 21, 2022, Cantor began wall crossing potential investors for the Proposed PIPE Investment, and between June 24, 2022 and August 30, 2022, meetings were held with over 20 prospective investors for the Proposed PIPE Investment. The resulting demand exceeded $50.0 million of proposed committed financing. After substantial consideration, Intuitive Machines and Inflection Point decided not to accept the financing due to the high perceived cost of capital.

On June 22, 2022, a call was held between Messrs. Sallee, Shanon and Shannon to refine various investor outreach talking points on Intuitive Machines’ competitive advantages in each of its business segments. Mr. Sallee also provided an update on the status of outreach to certain strategic investors.

On June 23, 2022, a weekly update call was held where Cantor provided an update on their wall crossing progress and scheduled meetings. Members of the Intuitive Machines, Inflection Point, Cantor, J.P. Morgan, Latham, White & Case, and DLA Piper teams were in attendance.

On June 30, and July 7, 2022, calls were held where Cantor provided an update on their investor outreach progress, meeting schedule, and meeting feedback. Members of the Intuitive Machines, Inflection Point, Cantor, and J.P. Morgan teams were in attendance.

On July 14, 21 and 28, 2022, calls were held where Cantor provided an update on their investor progress, meeting schedule, and meeting feedback. Updates were also provided on the status of the S-4 drafting and potential deal announcement timing. Members of the Intuitive Machines, Inflection Point, Cantor, J.P. Morgan, Latham, White & Case, and DLA Piper teams were in attendance.

On August 4, 11, 18, and 25, 2022, calls were held where Cantor provided updates on ongoing PIPE term sheet negotiations, the status of the Business Combination Agreement, the Equity Facility to be provided by Cantor, and the transaction announcement timeline. Members of the Intuitive Machines, Inflection Point, Cantor, J.P. Morgan, Latham, White & Case, and DLA Piper teams were in attendance.

On August 12, 2022, a legal due diligence call was held with members from the Intuitive Machines, Inflection Point White & Case and Latham teams in attendance.

On August 25, 2022 the terms of the Series A Investment were finalized between Inflection Point and the Series A Investors.

During the PIPE process, the parties received feedback from potential investors on the valuation of Intuitive Machines. Based on this feedback, the parties determined to reduce the pre-money valuation of Intuitive Machines from $900.0 million (the low end of the range set forth in the LOI), to $700.0 million (excluding approximately $21.0 million of SAFE financing). Inflection Point’s management believes this valuation is appropriate based on, among other things, (a) the implied valuation of Intuitive Machines’ public Peer Group, which included Planet Labs PBC, Terran Orbital Corporation, Maxar Technologies, Rocket Lab USA, Inc., Virgin Galactic, and Virgin Orbit, and (b) Intuitive Machines’ growth prospects, business strategy, market-leading competitive positioning, and projections. A discussion of the comparable companies appears below in the section titled “The Inflection Point Board’s Reasons for the Approval of the Business Combination” and a discussion of the projections appears below in the section titled “Projected Financial Information.”

On August 23, 2022, a call was held between ICR Inc. (“ICR”), Intuitive Machines’ investor relations consultant, Messrs. Sallee, Blitzer, Shanon, and Shannon, as well as members of the Cantor, J.P. Morgan, Latham, White & Case, and DLA Piper teams to discuss the public relations and investor relations strategy for the transaction leading up to the transaction announcement.

On September 1, 8, 12, 13, 14, and 15, calls were held where Cantor provided updates on the status of the documents needed for the transaction announcement. Members of the Intuitive Machines, Inflection Point, Cantor, J.P. Morgan, Latham, White & Case, and DLA Piper teams were in attendance.

On September 6, 2022, Mr. Sallee of Intuitive Machines held a call to discuss the updated financial model. Members of the Inflection Point, Cantor, J.P. Morgan, and ICR teams were in attendance.

On September 8, 2022, a call was held between ICR and Members of the Intuitive Machines and Inflection Point teams to further discuss the public relations and investor relations strategy for the day of transaction announcement.

On September 14, 2022, the Inflection Point Board of Directors held a meeting and unanimously approved the Business Combination Agreement and the transactions contemplated therein. During the meeting, White & Case presented its legal due diligence findings. The findings from White & Case’s legal due diligence efforts supported, and did not result in any changes to, the agreed upon valuation of Intuitive Machines. The due diligence was relevant to, or impacted, certain terms of the transaction unrelated to valuation, including negotiating the representations and warranties given by Intuitive Machines in the Business Combination Agreement. Following discussion, the Inflection Point Board unanimously (i) determined that the Business Combination Agreement was fair, advisable, and in the best interests of Inflection Point and its shareholders, (ii) adopted and approved the Business Combination Agreement, (iii) directed the officers of Inflection Point to submit the Business Combination and the Business Combination Agreement to the Inflection Point shareholders for adoption and approval, and (iv) recommended that Inflection Point’s shareholders approve the Business Combination Agreement and the related proposals described in the Business Combination Agreement.

On September 16, 2022, Inflection Point and Intuitive Machines executed the Business Combination Agreement. Concurrent with the execution of the Business Combination Agreement, the applicable parties executed the Sponsor Support Agreement, Stock Escrow and Earn Out Agreements, Member Voting and Support Agreement, Series A Purchase Agreement, Cantor Purchase Agreement and Cantor Registration Rights Agreement, and Non-Redemption Agreement.

On September 16, 2022, Intuitive Machines and Inflection Point issued a press release announcing the Business Combination.

The Inflection Point Board’s Reasons for the Approval of the Business Combination

Before reaching its decision on September 14, 2022, the Inflection Point Board consulted with its management team, legal counsel and other advisors. The Inflection Point Board considered a variety of factors in connection with its evaluation of the Business Combination in approving and recommending the transaction to the Inflection Point shareholders. In light of the complexity of those factors, the Inflection Point Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Different individual members of the Inflection Point Board may have given different weight to different factors in their evaluation of the Business Combination. Among those factors, the Inflection Point Board reviewed the results of due diligence conducted by Inflection Point’s management, legal advisors, and third-party consultants, which included:

•        Research on the lunar services industry and related space industries, which affirmed Inflection Point’s belief that there is ample opportunity for first movers in the industry to capitalize on significant government funding commitments and a burgeoning commercial ecosystem while solidifying competitive positioning;

•        A review of Intuitive Machines’ historical financial performance and forecasts including revenues, contract awards, margin profiles, capital expenditures, cash flow and other relevant financial and operating metrics. This review included a thorough and robust diligence of Intuitive Machines’ different revenue drivers, historical contract win rate, historical rate of growth, benchmarked where possible, against public and private peer companies based on publicly available information. In recommending the Business Combination, the Inflection Point Board acknowledged Intuitive Machines’ rapidly growing revenue starting with approximately $8 million in 2018, $20 million in 2019, $44 million in 2020, $73 million in 2021, and a projected $102 million and $291 million in 2022 and 2023, respectively, employ efficiency with only $32.4 million equity financing raised as of June 2022, and the significant margin expansion opportunity for Intuitive Machines resulting from synergies within its various business lines and economies of scale;

•        Conference calls and in person meetings with Intuitive Machines’ management team and representatives regarding operations, company products and services, intellectual property, end customer markets, total available market for each business segment and growth prospects, among other customary due diligence matters, which validated the Inflection Point Board’s view that Intuitive Machines maintained high-quality management and operations and supported the broader growth trajectory of the business;