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United States securities and exchange commission logo
December 15, 2022
Michael Blitzer
Co-Chief Executive Officer
Inflection Point Acquisition Corp.
34 East 51st Street, 5th Floor
New York, NY 10022
Re: Inflection Point
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 1,
2022
File No. 333-267846
Dear Michael Blitzer:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 9, 2022 letter.
Form S-4/A filed December 1, 2022
Summary of the Proxy Statement/Prospectus
Simplified Post-Combination Structure, page 36
1. It appears the diagram
of the post-combination structure should be revised to
separately and more
clearly present the Intuitive Machines OpCo Common Units that will
be outstanding after
the combination. Please advise or revise.
Projected Financial Information, page 154
2. We note your revisions
in response to prior comment 6. If you have not received or do
not receive any of the
contracts referenced in this section, such as the one related to the
Johnson Space Center,
please revise accordingly.
Michael Blitzer
FirstName LastNameMichael Blitzer
Inflection Point Acquisition Corp.
Comapany15,
December NameInflection
2022 Point Acquisition Corp.
December
Page 2 15, 2022 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 204
3. Based on your response to prior comment 13, please revise the
disclosures related to the
assumptions you use in the pro forma scenario, "Assuming Maximum
Redemptions", on
page 205, and throughout the filing, to clarify this scenario also
reflects the issuance of 5.1
million shares to CFPI under the Equity Facility. In addition, in
regard to the tables on
page 15 relative to the tables in the pro forma financial statements,
please address the
following:
Revise or explain why the maximum redemption scenarios in the 2
tables on page 15
exclude the 5.1 shares to be issued to CFPI under the Equity
Facility, based on the
disclosure in note 2.K that there are no conditions or
circumstances under which the
5.1 million shares would not be issued under the maximum
redemption scenario; and
Revise or explain why the 2 tables on page 15 exclude shares to be
issued to the
SAFE Holders, since it appears the shares will issued in the
combination and will
result in additional dilution.
4. We note your response to prior comment 11. Please revise note 2.E to
disclose the
conversion terms, and related accounting for, the conversion of the
SAFE liability into 2.1
million shares of class A common stock.
5. We note your response to prior comment 13. Please more fully explain
how you
determined the pro forma financial statements appropriately reflect
the range of possible
results as required by Rule 11-02(a)(10) of Regulations S-X. In this
regard, we note your
disclosure in note 2.K that there are no conditions or circumstances
under which the 5.1
million shares would not be issued under the maximum redemption
scenario. Please be
advised, if there are any conditions or circumstances under which the
5.1 million shares
will not be issued under a redemption scenario less than the maximum
redemption
scenario, such that pro forma cash and pro forma equity could be less
then the pro forma
amounts currently presented under the maximum redemption scenario,
revise the pro
forma financial statements or explain why you believe they reflect the
range of possible
results.
6. We note note your response to prior comment 14. Please revise your
disclosures in note
2.G to provide a sensitivity analysis that quantifies how changes in
the assumptions
related to the fair value of the Earnout Shares could impact the pro
forma balance sheet
and statements of operations.
Facilities, page 271
7. Your revisions in response to prior comment 18 appear to only address
reimbursements
from the lessor. The revisions do not disclose the cost to construct
the facility and the
source or sources of capital you intend to use, as requested.
Therefore, we reissue prior
comment 18.
Michael Blitzer
Inflection Point Acquisition Corp.
December 15, 2022
Page 3
Intellectual Property, page 271
8. We note your response to prior comment 19 and we reissue in part. Please
disclose the
maintenance fees and the expiration date of the relevant patents.
General
9. We note your response to prior comment 5. Please tell us whether Citi
was provided or
will be provided with any consideration from any source, not only the
SPAC or the target,
in exchange for the waiver you mention and any agreements, arrangements
or
understandings between Citi and any party with respect to that waiver.
10. Your response to prior comment 31 addresses only the waiver you
provided. It does not
discuss or provide under separate cover any correspondence between you
and Citi relating
to Citi's refusal to serve as financial advisor and refusal to waive its
deferred fee.
Therefore, we reissue prior comment 31. Note that this comment is not
limited solely to
paper correspondence.
11. Please disclose your response to prior comment 34. In making such
revisions, note that
the comment is not limited to "formal relationship[s]" or whether Citi
was "retained" in
any capacity.
12. Please reconcile your revisions in response to prior comments 32 and 33
regarding a
"business conflict" with the information you deleted from page 141
regarding
your communication with Citi on April 5, 2022.
You may contact Beverley Singleton at 202-551-3328 or Anne McConnell at
202-551-
3709 if you have questions regarding comments on the financial statements and
related
matters. Please contact Alex King at 202-551-8631 or Geoffrey Kruczek at
202-551-3641 with
any other questions.
Sincerely,
FirstName LastNameMichael Blitzer
Division of
Corporation Finance
Comapany NameInflection Point Acquisition Corp.
Office of
Manufacturing
December 15, 2022 Page 3
cc: Joel Rubinstein
FirstName LastName