0001213900-23-024868 | S-1 | XBRL Viewer

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Document And Entity Information	12 Months Ended
Document And Entity Information	Dec. 31, 2022
Document Information Line Items
Entity Registrant Name	Intuitive Machines, Inc.
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001844452
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash	$ 25,764,000	$ 29,289,000
Restricted cash	62,000	62,000
Trade accounts receivable, net of allowance for expected credit losses of $836 and $0, respectively	1,302,000	3,390,000
Contract assets	6,979,000	1,844,000
Total current assets	40,992,000	35,771,000
Prepaid and other current assets	6,885,000	1,186,000
Property and equipment, net	21,176,000	5,849,000
Operating lease right-of-use assets	4,829,000	1,829,000
Deferred income taxes	7,000
Total assets	67,004,000	43,449,000
Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity
Accounts payable	6,081,000	2,658,000
Accounts payable – affiliated companies	442,000	218,000
Current maturities of long-term debt	16,098,000	12,108,000
Contract liabilities, current	56,656,000	49,629,000
Operating lease liabilities, current	725,000	514,000
Other current liabilities	15,178,000	3,292,000
Total current liabilities	95,180,000	68,419,000
Long-term debt, net of current maturities	3,863,000
Contract liabilities, non-current	2,188,000	10,530,000
Operating lease liabilities, non-current	5,078,000	2,371,000
Simple Agreements for Future Equity (“SAFE agreements”)	18,314,000	13,973,000
Total liabilities	124,623,000	95,293,000
Commitments and Contingencies
Shareholders’ Equity:
Common units, $0.00001 par value, unlimited units authorized, 122,505,500 and 122,500,000 units issued and outstanding at December 31, 2022 and December 31, 2021	1,000	1,000
Paid in capital	14,967,000	14,337,000
Accumulated deficit	(72,587,000)	(66,182,000)
Total members’ equity	(57,619,000)	(51,844,000)
Total liabilities and members’ equity	67,004,000	43,449,000
Inflection Point Acquisition Corp. [Member]
Assets:
Cash	14,932	359,610
Prepaid expenses	335,888	475,532
Total current assets	350,820	835,142
Prepaid expenses – noncurrent portion		326,032
Marketable Securities held in Trust Account	334,589,588	329,755,798
Total assets	334,940,408	330,916,972
Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity
Accrued offering costs and expenses	3,695,849	218,421
Due to related party	112,448	1,032
Working Capital Loan	625,000
Total current liabilities	4,433,297	219,453
Deferred underwriting fee		11,541,250
Total liabilities	4,433,297	11,760,703
Commitments and Contingencies
Class A ordinary share subject to possible redemption, 31,588,011 shares at redemption value	320,719,698	315,880,110
Shareholders’ Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Common units, value	139	139
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,243,750 shares issued and outstanding	825	825
Paid in capital	10,292,368	3,590,706
Accumulated deficit	(505,919)	(315,511)
Total members’ equity	9,787,413	3,276,159
Total liabilities and members’ equity	$ 334,940,408	$ 330,916,972

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Common units, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common units, shares issued	122,505,500	122,500,000
Common units, shares outstanding	122,505,500	122,500,000
Trade accounts receivable, net (in Dollars)	$ 836	$ 0
Common units, unlimited units authorized
Inflection Point Acquisition Corp. [Member]
Ordinary share subject to possible redemption	31,588,011
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Common units, shares issued	122,505,500	122,505,500
Common units, shares outstanding	122,500,000	122,500,000
Class A Ordinary Shares \| Inflection Point Acquisition Corp. [Member]
Ordinary share subject to possible redemption	31,588,011	31,588,011
Common units, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Common units, shares issued	1,386,989	1,386,989
Common units, shares outstanding	1,386,989	1,386,989
Class B Ordinary Shares \| Inflection Point Acquisition Corp. [Member]
Common units, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Common units, shares issued	8,243,750	8,243,750
Common units, shares outstanding	8,243,750	8,243,750

Consolidated Statements of Operations - USD ($)	11 Months Ended	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Operating loss		$ (5,507,000)	$ (37,888,000)
Other income:
Interest expense, net		(836,000)	(224,000)
Gain on extinguishment of debt			1,806,000
Change in fair value of SAFE agreements		(91,000)	527,000
Other income, net		6,000	133,000
Total other (expense) income, net		(921,000)	2,242,000
Loss before income taxes		(6,428,000)	(35,646,000)
Income tax benefit (expense)		23,000	(2,000)
Net loss		$ (6,405,000)	$ (35,648,000)
Weighted-average number of units outstanding
Basic and diluted weighted average shares outstanding of Class A ordinary shares (in Shares)		122,501,241	122,500,000
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share)		$ (0.05)	$ (0.29)
Basic and diluted weighted average shares outstanding of Class B ordinary shares (in Shares)		122,501,241	122,500,000
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share)		$ (0.05)	$ (0.29)
Revenue		$ 85,946,000	$ 72,550,000
Operating expenses:
Cost of revenues (excluding depreciation)		75,513,000	100,307,000
Depreciation		1,072,000	840,000
General and administrative expense (excluding depreciation)		14,868,000	9,291,000
Total operating expenses		91,453,000	$ 110,438,000
Inflection Point Acquisition Corp
Formation and operating costs	$ 491,341	5,024,198
Operating loss	(491,341)	(5,024,198)
Other income:
Change in fair value of SAFE agreements	193,471
Issuance cost of over-allotment	(23,439)
Interest income	5,798	4,833,790
Total other (expense) income, net	175,830	4,833,790
Net loss	$ (315,511)	$ (190,408)
Class A Ordinary Shares
Weighted-average number of units outstanding
Basic and diluted weighted average shares outstanding of Class A ordinary shares (in Shares)		32,975,000	9,322,714
Class A Ordinary Shares \| Inflection Point Acquisition Corp
Weighted-average number of units outstanding
Basic and diluted weighted average shares outstanding of Class A ordinary shares (in Shares)	9,322,714	32,975,000
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share)	$ (0.02)	$ 0
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share)	(0.02)	$ 0
Class B Ordinary Shares
Weighted-average number of units outstanding
Basic and diluted weighted average shares outstanding of Class A ordinary shares (in Shares)		8,243,750	7,485,546
Class B Ordinary Shares \| Inflection Point Acquisition Corp
Weighted-average number of units outstanding
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share)	$ (0.02)	$ 0
Basic and diluted weighted average shares outstanding of Class B ordinary shares (in Shares)	7,485,546	8,243,750
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share)	$ (0.02)	$ 0

Consolidated Statements of Operations (Parentheticals) - Inflection Point Acquisition Corp - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A Ordinary Shares
Basic and diluted weighted average shares outstanding of Class A ordinary shares	9,322,714	32,975,000
Basic and diluted net loss per share, Class A ordinary shares	$ (0.02)	$ 0.00
Class B Ordinary Shares
Basic and diluted weighted average shares outstanding of Class A ordinary shares	7,485,546	8,243,750
Basic and diluted net loss per share, Class A ordinary shares	$ (0.02)	$ 0.00

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Consolidated Statements of Members’ Equity - USD ($)	Total	Paid-in Capital	Accumulated Deficit	Members Units	Noncontrolling Interest	Inflection Point Acquisition Corp.	Inflection Point Acquisition Corp. Paid-in Capital	Inflection Point Acquisition Corp. Accumulated Deficit	Class A Inflection Point Acquisition Corp. Ordinary Shares	Class B Inflection Point Acquisition Corp. Ordinary Shares
Balance at Dec. 31, 2020	$ (15,014,000)	$ 14,168,000	$ (30,534,000)	$ 1,000	$ 1,351,000
Balance (in Shares) at Dec. 31, 2020				122,500,000
Share-based compensation expense	318,000	318,000
Investment in Intuitive Aviation	(1,500,000)	(149,000)			(1,351,000)
Net loss	(35,648,000)		(35,648,000)
Balance at Dec. 31, 2021	(51,844,000)	14,337,000	(66,182,000)	$ 1,000		$ 3,276,159	$ 3,590,706	$ (315,511)	$ 139	$ 825
Balance (in Shares) at Dec. 31, 2021				122,500,000					1,386,989	8,243,750
Balance at Jan. 26, 2021
Balance (in Shares) at Jan. 26, 2021
Issuance of Class B ordinary shares to initial shareholders						25,000	24,137			$ 863
Issuance of Class B ordinary shares to initial shareholders (in Shares)										8,625,000
Sale of 6,845,000 Private Placement Warrants, net of offering costs						6,831,701	6,831,701
Capital contribution for sale of Class B shares to Anchor Investors						9,680,125	9,680,125
Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs						12,756,972	12,756,833		$ 139
Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs (in Shares)									1,386,989
Allocated proceeds to Public Warrants, net of underwriter discount and offering costs						11,025,229	11,025,229
Forfeiture of 381,250 Class B founder shares							38			$ (38)
Forfeiture of 381,250 Class B founder shares (in Shares)										(381,250)
Remeasurement of exercised over-allotment option						87,830	87,830
Remeasurement of Class A ordinary shares subject to possible redemption						(36,815,188)	(36,815,188)
Net loss						(315,511)		(315,511)
Balance at Dec. 31, 2021	(51,844,000)	14,337,000	(66,182,000)	$ 1,000		3,276,159	3,590,706	(315,511)	$ 139	$ 825
Balance (in Shares) at Dec. 31, 2021				122,500,000					1,386,989	8,243,750
Remeasurement of Class A ordinary shares subject to possible redemption						(4,839,588)	(4,839,588)
Reduction of deferred underwriting fee						11,541,250	11,541,250
Issuance of Units	6,000	6,000
Issuance of Units (in Shares)				5,500
Share-based compensation expense	624,000	624,000
Net loss	(6,405,000)		(6,405,000)			(190,408)		(190,408)
Balance at Dec. 31, 2022	$ (57,619,000)	$ 14,967,000	$ (72,587,000)	$ 1,000		$ 9,787,413	$ 10,292,368	$ (505,919)	$ 139	$ 825
Balance (in Shares) at Dec. 31, 2022				122,505,500					1,386,989	8,243,750

Consolidated Statements of Members’ Equity (Parentheticals) - Inflection Point Acquisition Corp.	11 Months Ended
	Dec. 31, 2021 shares
Sale of Private Placement Warrants, net of offering costs	6,845,000
Sale of Units not subject to redemption, net of underwriter discount and offering costs	1,386,989
Forfeiture of founder shares	381,250

Consolidated Statements of Cash Flows - USD ($)	11 Months Ended	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss		$ (6,405,000)	$ (35,648,000)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		1,072,000	840,000
Loss on disposal of property and equipment		6,000
Gain on extinguishment of debt			(1,806,000)
Share-based compensation expense		624,000	318,000
Change in fair value of SAFE agreements		91,000	(527,000)
Deferred income taxes		(7,000)
Other		13,000
Changes in operating assets and liabilities:
Trade accounts receivable, net		2,088,000	(2,687,000)
Accounts receivable – affiliated companies			114,000
Contract assets		(5,135,000)	5,309,000
Prepaid expenses		(5,699,000)	(738,000)
Accounts payable		3,423,000	(9,240,000)
Accounts payable – affiliated companies		225,000	157,000
Contract liabilities – current and long-term		(1,316,000)	25,416,000
Other liabilities		14,803,000	1,631,000
Other assets, net		(2,999,000)	293,000
Net cash provided by (used in) operating activities		784,000	(16,568,000)
Purchase of property and equipment		(16,405,000)	(3,176,000)
Cash Flows from Investing Activities:
Net cash used in investing activities		(16,405,000)	(3,176,000)
Proceeds from borrowings		7,948,000	12,170,000
Repayment of loans		(108,000)	(63,000)
Proceeds from issuance of units		6,000
SAFE agreements		4,250,000	13,000,000
Cash Flows from Financing Activities:
Net cash provided by financing activities		12,096,000	25,107,000
Net (decrease) increase in cash, cash equivalents and restricted cash		(3,525,000)	5,363,000
Cash, cash equivalents and restricted cash at beginning of the period		29,351,000	23,988,000
Cash and cash equivalents at end of the period	$ 29,289,000	25,764,000	29,289,000
Cash, cash equivalents and restricted cash at end of the period	29,351,000	25,826,000	29,351,000
Non-cash investing and financing activities:
Less: restricted cash	62,000	62,000	62,000
Inflection Point Acquisition Corp
Cash Flows from Operating Activities:
Net loss	(315,511)	(190,408)
Changes in operating assets and liabilities:
Formation cost paid by Sponsor in exchange of issuance of Class B ordinary shares	11,388
Operating expense paid by promissory note – related party	8,500
Change in fair value of over-allotment	(193,471)
Issuance cost of over-allotment	23,439
Interest earned on marketable securities held in trust account	(5,798)	(4,833,790)
Prepaid assets	(475,532)	465,676
Other assets, net	(326,032)
Due to related party	1,032	111,416
Accrued offering costs and expenses	67,421	3,477,428
Net cash provided by (used in) operating activities	(1,204,564)	(969,678)
Investment of cash in Trust Account	(329,750,000)
Cash Flows from Investing Activities:
Net cash used in investing activities	(329,750,000)
Proceeds from issuance of Private Placement Warrants	6,845,000
Proceeds from sale of Units, net of underwriting discount	325,155,000
Payment of promissory note – related party	(188,805)
Proceeds from working capital loan		625,000
Payment of offering costs	(497,021)
Cash Flows from Financing Activities:
Net cash provided by financing activities	331,314,174	625,000
Net (decrease) increase in cash, cash equivalents and restricted cash	359,610	(344,678)
Cash, cash equivalents and restricted cash at beginning of the period		359,610
Cash, cash equivalents and restricted cash at end of the period	359,610	14,932	$ 359,610
Non-cash investing and financing activities:
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	13,612
Offering costs paid by promissory note – related party	180,305
Capital contribution for excess fair value of Class B shares sold by the Sponsor to Anchor Investors determined to be offering cost	9,680,125
Deferred underwriting commissions payable charged to additional paid in capital	11,541,250
Remeasurement of Class A ordinary shares subject to possible redemption	36,815,188	4,839,588
Reduction of deferred underwriting fee		11,541,250
Accrued offering costs	$ 151,000

Organization, Business Operations, Proposed Business Combination and Going Concern	12 Months Ended
	Dec. 31, 2022
Organization, Business Operations, Proposed Business Combination and Going Concern [Line Items]
ORGANIZATION, BUSINESS OPERATIONS, PROPOSED BUSINESS COMBINATION AND GOING CONCERN	NOTE 1 — BUSINESS DESCRIPTION Intuitive Machines, LLC (the “Company”, “IM”, “Intuitive Machines”, “we” or “our”) designs, manufactures and operates space products and services. Intuitive Machines’ near-term focus is to create and operate space systems and space infrastructure on and in the vicinity of the Moon that enable scientific and human exploration and utilization of lunar resources to support sustainable human presence on the Moon and exploration to Mars and beyond. Intuitive Machines offers its customers the flexibility needed to pioneer a thriving and diverse lunar economy designed to enable a permanent presence in lunar orbit and on the lunar surface. IM is currently headquartered in Houston, Texas.
Inflection Point Acquisition Corp. [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern [Line Items]
ORGANIZATION, BUSINESS OPERATIONS, PROPOSED BUSINESS COMBINATION AND GOING CONCERN	NOTE 1. ORGANIZATION, BUSINESS OPERATIONS, PROPOSED BUSINESS COMBINATION AND GOING CONCERN Intuitive Machines, Inc. (f/k/a Inflection Point Acquisition Corp. (the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”). Business Prior to the Business Combination All activity for the period from January 27, 2021 (inception) through December 31, 2022 related to the Company’s formation and the initial public offering (the “IPO”) which is described below, and, subsequent to the IPO, identifying a target company for an Initial Business Combination and consummating the Business Combination (described below). The Company generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor was Inflection Point Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on September 21, 2021 (the “Effective Date”). On September 24, 2021, the Company consummated the IPO of 30,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3. Each Unit consisted of one Class A ordinary share (the “Class A ordinary shares” or “Public Shares”) of the Company, par value $0.0001, and one-half of one redeemable warrant (the “Public Warrants”) of the Company, with each whole warrant entitling the holder to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The underwriters had a 45-day option from the Effective Date to purchase up to an additional 4,500,000 Units to cover over-allotments, if any. On October 29, 2021, the underwriters partially exercised the over-allotment option (the “Over-Allotment” and together with the IPO, the “Public Offering”) and purchased an additional 2,975,000 Units (the “Over-Allotment Units”), generating additional gross proceeds of $29,750,000, and forfeited their option to purchase the remaining 1,525,000 Units. Simultaneously with the closing of the IPO, the Company consummated the private placement (the “Private Placement”) of 6,250,000 warrants (each an “IPO Private Placement Warrant”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per IPO Private Placement Warrant, generating gross proceeds to the Company of $6,250,000, which is described in Note 4. On October 29, 2021, simultaneously with the sale of the Over-Allotment Units, the Sponsor purchased an additional 595,000 warrants in a private placement (the “Over-Allotment Private Placement Warrants” and together with the IPO Private Placement Warrants, the “Private Placement Warrants”), generating aggregate gross proceeds to the Company of $595,000. An aggregate of 12 qualified institutional buyers (“Anchor Investors”) expressed an interest to purchase an aggregate of approximately $322.3 million of the Units sold in the IPO. None of the Anchor Investors expressed an interest in purchasing more than 9.9% of the Units sold in the IPO. The Anchor Investors were allocated and purchased a total of 29,540,000 Units or 98.5% of the Units sold in the IPO. One of the Anchor Investors, Kingstown 1740 Fund, LP, (“Kingstown 1740”) is an affiliate of the Sponsor, and was allocated and purchased 2,900,000 Units sold in the IPO. In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) to each Anchor Investor, amounting to an aggregate of 1,625,000 Founder Shares to all Anchor Investors collectively (see Note 6). The Company estimated the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the Public Warrants were charged to additional paid-in capital; (2) to the Public Shares subject to redemption were charged to temporary equity; and (3) to the over-allotment option were charged to expense. Transaction costs amounted to $26,658,313 consisting of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting commissions, $9,680,125 excess fair value of founder shares (see Note 5), and $841,938 of other offering costs, with $23,439 allocated to the over-allotment option, $24,538,134 allocated to the Class A ordinary shares subject to redemption, and $2,096,740 allocated to the Class A ordinary shares not subject to redemption, the Public Warrants and the Private Placement Warrants. Following the closing of the IPO on September 24, 2021, $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the IPO Private Placement Warrants was deposited into a trust account (the “Trust Account”). Following the closing of the Over-Allotment on October 29, 2021, an additional $29,750,000 ($10.00 per Over-Allotment Unit) from the net proceeds from the sale of the Over-Allotment Units in the Over-Allotment and the sale of the Over-Allotment Private Placement Warrants was deposited into the Trust Account. The proceeds deposited in the Trust Account were invested only in U.S. government securities, within the meaning set forth in 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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the Public Offering and the sale of the Private Placement Warrants were not released from the Trust Account until the earliest of (i) the completion of an Initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with an Initial Business Combination or to redeem 100% of its Public Shares if the Company has not consummated an Initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating an Initial Business Combination (less deferred underwriting commissions). The Company’s Initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account). However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company provided holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a general meeting called to approve such Initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of any Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders were entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes). The Company had 24 months from the closing of the IPO to complete an Initial Business Combination (the “Combination Period”). However, if the Company was unable to complete an Initial Business Combination within the Combination Period, the Company would have (i) ceased all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeemed 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 earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption would have completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Business Combination On September 16, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Intuitive Machines, LLC, a Texas limited liability company (“Intuitive Machines” and, subsequent to the Proposed Business Combination, “Intuitive Machines OpCo”), pursuant to which, subject to the satisfaction or waiver of certain closing conditions, including the approval of the Business Combination Agreement and the transactions contemplated thereby by the Company’s shareholders, (1) at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below), (a) the Company will acquire equity securities and become the managing member of Intuitive Machines OpCo and (b) the Company will issue voting equity securities without economic rights to the existing members of Intuitive Machines prior to the Closing (“Intuitive Machines Members”), 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; (2) the Company 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 Company’s amended and restated memorandum and articles of association, (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 “Proposed Business Combination”). In connection with the Proposed Business Combination, the Company will be renamed “Intuitive Machines, Inc.” (“New Intuitive Machines”). On February 13, 2023, the Company consummated the Business Combination and related transactions pursuant to that certain Business Combination Agreement, dated September 16, 2022, as further described in the Current Report on Form 8-K filed by the Company on February 14, 2023. The Domestication As a condition to the Business Combination, the Company changed 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 the Company’s jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware. Immediately prior to the Domestication, pursuant to the Company’s amended and restated memorandum and articles of association, each Founder Share converted automatically, on a one-for-one basis, into a Class A ordinary share. Immediately following such conversion, in connection with the Domestication, each of the then issued and outstanding Class A ordinary shares converted automatically, on a one-for-one basis, into one share of New Intuitive Machines Class A common stock, par value $0.0001 per share, each of which carries voting rights of one vote per share (collectively, the “New Intuitive Machines Class A Common Stock”); (iii) each whole warrant to purchase one Class A ordinary share (each warrant, a “Company Warrant”) automatically represents the right to purchase one share of New Intuitive Machines Class A Common Stock on the same terms as the Company Warrants (each a “New Intuitive Machines Warrant”) and (c) each of the units of the Company outstanding as of immediately prior to the Domestication was automatically canceled and each holder became entitled to one share of New Intuitive Machines Class A Common Stock and one-half of one New Intuitive Machines Warrant, per unit. No fractional New Intuitive Machines Warrants were 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 the Company’s shareholders, the Company adopted a certificate of incorporation (the “Certificate of Incorporation”) that, among other things, implemented 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 Certificate of Incorporation also authorized 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 Company’s board of directors adopted 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). The Conversion and Recapitalization In connection with the Business Combination, Intuitive Machines changed its jurisdiction of organization from Texas to Delaware. Immediately prior to the Closing, Intuitive Machines effectuated the Recapitalization whereby all outstanding equity securities of Intuitive Machines were converted into common units of Intuitive Machines OpCo (“Intuitive Machines OpCo Common Units”), options to purchase Intuitive Machines OpCo Common Units (“Intuitive Machines OpCo Options”) and unvested earn out units of Intuitive Machines OpCo (“Earn Out Units”). Consideration and Structure As a result of the Up-C structure, the business combination consideration received by Intuitive Machines Members consisted of securities of both Intuitive Machines OpCo having economic rights but not voting 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 received by the Intuitive Machines Members comprised of 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). The 10,000,000 Earn Out Units received by the applicable Intuitive Machines Members are 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 date of Closing and ending on the date that is the five (5) year anniversary of the date of Closing. 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. After the expiration of the applicable lock-up period, 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 amended and restated limited liability company agreement of Intuitive Machines OpCo (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. The Series A Investment On September 16, 2022, concurrently with the execution of the Business Combination Agreement, the Company entered into a purchase agreement (the “Series A Purchase Agreement”) with Kingstown 1740 (an existing security holder of the Company and an affiliate of the Sponsor) and Ghaffarian Enterprises, LLC (an affiliate of Kamal Ghaffarian, an Intuitive Machines founder) (collectively, the “Series A Investors”), pursuant to which, and on the terms and subject to the conditions of which, New Intuitive Machines agreed to 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 Company’s board of directors following the Domestication but 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”). Tax Receivable Agreement The Business Combination Agreement contemplates that, at the Closing, New Intuitive Machines will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with Intuitive Machines OpCo and certain Intuitive Machines Members (the “TRA Holders”). Pursuant to the Tax Receivable Agreement, New Intuitive Machines will generally be required to pay the TRA Holders 85% of the amount of the cash tax savings, if any, in U.S. federal, state, and local taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that New Intuitive Machines (and applicable consolidated, unitary, or combined subsidiaries thereof, if any and collectively the “Tax Group”) realizes, or is deemed to realize, as a result of certain tax attributes (the “Tax Attributes”), including: • 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; • tax basis adjustments resulting from taxable exchanges of Intuitive Machines OpCo Common Units (including any such adjustments resulting from certain payments made by New Intuitive Machines under the Tax Receivable Agreement) acquired by New Intuitive Machines from a TRA Holder pursuant to the terms of the Second A&R Operating Agreement; • certain tax benefits realized by New Intuitive Machines as a result of certain U.S. federal income tax allocations of taxable income or gain away from New Intuitive Machines and to other members of Intuitive Machines OpCo and deductions or losses to New Intuitive Machines and away from other members of Intuitive Machines OpCo, in each case as a result of the Proposed Business Combination; and • tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement. Upon the completion of the Business Combination, New Intuitive Machines became a party to the Tax Receivable Agreement. Under the terms of the Tax Receivable Agreement, New Intuitive Machines will make payments to the TRA Holders in respect of 85% of the cash tax savings resulting from the net tax benefit to New Intuitive Machines of certain Tax Attributes (calculated using certain assumptions, and subject to the terms of the Tax Receivable Agreement). However, until a TRA Holder exchanges at least 5% of its Intuitive Machines OpCo Common Units, New Intuitive Machines will hold such payments applicable to existing basis until the TRA Holder satisfies such threshold exchange. Upon the completion of the Business Combination, no TRA Holder will have exchanged at least 5% of its Intuitive Machines OpCo Common Units. The tax impacts of the transaction were estimated based on the applicable law in effect on June 30, 2022. Future exchanges will result in incremental tax attributes and potential cash tax savings for New Intuitive Machines. Depending on New Intuitive Machines’ assessment on realizability of such tax attributes, the arising Tax Receivable Agreement liability will be recorded at the exchange date against equity, or at a later point through income. However, if all of the TRA Holders were to exchange or sell us all of their Intuitive Machines OpCo Common Units, New Intuitive Machines would recognize a deferred tax asset of approximately $169.2 million and a liability under the Tax Receivable Agreement of approximately $147.2 million, assuming: (i) all exchanges or purchases occurred on the same day; (ii) a price of $10 per share; (iii) a constant corporate tax rate; (iv) that New Intuitive Machines will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law. These amounts are estimates and have been prepared for illustrative purposes only. The actual amount of deferred tax assets and related liabilities that New Intuitive Machines will recognize will differ based on, among other things, the timing of the exchanges, the price per share of New Intuitive Machines Class A Common Stock at the time of the exchange, and the tax rates then in effect and certain change of control or early termination events occurring. If New Intuitive Machines exercises its right to terminate the Tax Receivable Agreement or in the case of a change in control of New Intuitive Machines or a material breach of New Intuitive Machines’ obligations under the Tax Receivable Agreement, all obligations under the Tax Receivable Agreement will be accelerated and New Intuitive Machines will be required to make a payment to the TRA Holders in an amount equal to the present value of future payments under the Tax Receivable Agreement. This payment would be based on certain assumptions, including that New Intuitive Machines would have sufficient taxable income to fully utilize the benefits arising from the Tax Attributes subject to the Tax Receivable Agreement. If New Intuitive Machines were to elect to terminate the Tax Receivable Agreement immediately after the Proposed Business Combination, assuming the market value of New Intuitive Machines Class A Common Stock is equal to $10 per share, the Company currently estimates that it would be required to pay approximately $99.7 million to satisfy its total liability. Equity Facility On September 16, 2022, the Company entered into a common stock purchase agreement (the “Cantor Purchase Agreement”), dated September 16, 2022, with CF Principal Investments LLC (“CFPI”) relating to an 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 terms of the Cantor Purchase Agreement, New Intuitive Machines will have the right, but not the obligation, from time to time at its sole discretion, until the first day of the month following the 18-month period from and after the Commencement (as defined in the Cantor Purchase Agreement), to direct CFPI to purchase up to the lesser of (i) $50 million of newly issued New Intuitive Machines Class A Common Stock and (ii) the Exchange Cap, by delivering written notice to CFPI prior to the commencement of trading on any trading day, subject to certain customary conditions and limitations set forth in the Cantor Purchase Agreement. In connection with the execution of the Cantor Purchase Agreement, the Company agreed to issue 100,000 shares (the “Commitment Shares”) of New Intuitive Machines Class A Common Stock to CFPI. The Company entered into a registration rights agreement with CFPI, pursuant to which it 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. Sponsor Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, the Company and Intuitive Machines entered into the Sponsor Support Agreement pursuant to which the Sponsor agreed to, among other things, vote and approve the Business Combination Agreement and all other documents and transaction contemplated thereby, and to waive, subject to the consummation of the Proposed Business Combination, any and all anti-dilution rights with respect to the rate that the Founder Shares convert into Class A ordinary shares in connection with the transactions contemplated by the Business Combination Agreement, in each case, subject to the terms and conditions of the Sponsor Support Agreement. In connection with the Sponsor Support Agreement, the Company provided the Sponsor with indemnification against certain claims brought against the Sponsor for a period of six years following the Closing. Non-Redemption Agreement Concurrently with the execution of the Business Combination Agreement, the Company and Intuitive Machines entered into a non-redemption agreement (the “Non-Redemption Agreement”) with Kingstown 1740, an affiliate of the Sponsor, pursuant to which Kingstown 1740 agreed not to redeem the 2,900,000 Class A ordinary shares held by it. For additional information regarding the Business Combination, see the Company’s Form 8-K/A, dated February 13, 2023 and filed with the SEC on February 15, 2023. Liquidity and Capital Resources As of December 31, 2022, the Company had $14,932 in its operating bank account, and working capital deficiency $4,082,477. On September 30, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $250,000. On March 8, 2022, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000. On August 4, 2022, the Sponsor agreed to loan the Company up to $1,000,000 to be used for ongoing expenses reasonably related to the business of the Company and the consummation of an Initial Business Combination pursuant to a convertible promissory note (the “Working Capital Note”). All unpaid principal under the Working Capital Note shall be due and payable in full on the earlier of (i) September 24, 2023 and (ii) the effective date of an Initial Business Combination, involving the Company and one or more businesses (such earlier date, the “Maturity Date”), unless accelerated upon the occurrence of an event of default as set forth in the Working Capital Note. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Working Capital Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. As of December 31, 2022, there was $625,000 outstanding under the Working Capital Note. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination. Upon the close of the Business Combination, Initiative Machines received approximately $34 million of gross proceeds to fund operations. We believe that the cash available from the consummation of the Business Combination and related transactions will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve month-period from the date of the Business Combination. Prior to the Closing of the Business Combination, holders of 27,481,818 shares of IPAX Class A Ordinary Shares exercised their right to redeem such shares for cash at a price of approximately $10.18 per share for aggregate payments of $279,884,314. We may need to raise additional capital to fund our operations and our business plan. There can be no assurance that we will be successful in obtaining capital sufficient to meet our operating needs on terms or a timeframe acceptable to us or at all. Further, in the event that market conditions preclude our ability to consummate such a transaction, we may be required to evaluate additional alternatives in restructuring our business and our capital structure. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and Russian-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus and the war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies [Line Items]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. Our consolidated financial statements include the accounts of Intuitive Machines, the accounts of Intuitive Aviation Inc. (“IA” or “Intuitive Aviation”), a wholly owned subsidiary, Space Network Solutions, LLC (“SNS” or “Space Network Solutions”), and IX, LLC, variable interest entities (“VIE”) for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates.

The Company bases its estimates and assumptions on historical experience, other factors, including the current economic environment and on various other judgments that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Unit Split

On May 25, 2021, in accordance with the amended and restated limited liability company agreement of IM, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit (the “Unit Split”). The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, all share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Unit Split.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. All of the Company’s assets are maintained in the United States. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance.

Certain Significant Risks and Uncertainties

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents.

The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of its business. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for expected credit losses against amounts to reduce the net recognized receivable to the amount it reasonably believes will be collected and revenue recognition is deferred until the amount is collected and the contract is completed. For all other customers, the Company records allowances for credit losses based on the specific analysis of the customer’s ability to pay on an as needed basis.

Major customers are defined as those individually comprising more than 10% of revenue. For the years ended December 31, 2022 and 2021, there was one major customer that accounted for 83% and 83%, respectively, of the Company’s total revenue. The largest customer did not have any accounts receivable as of December 31, 2022, while two other customers accounted for 35% and 14% of the accounts receivable balance as of December 31, 2022. The largest customer did not have any accounts receivable as of December 31, 2021, while two other customers accounted for 40% and 30% of the accounts receivable balance as of December 31, 2021.

Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the years ended December 31, 2022 and 2021, the Company had one major supplier representing 63% and 42% of goods and services purchased, respectively. As of December 31, 2022, the largest supplier represented 21% of the accounts payable balance. As of December 31, 2021, the largest supplier did not have any accounts payable, while two other suppliers accounted for 17% and 13% of the accounts payable balance.

Liquidity and Capital Resources

As of December 31, 2022, the Company had cash and cash equivalents of $25.8 million and a working capital deficit of $53.5 million. The Company has historically funded its operations through internally generated cash on hand, proceeds from sales of our capital stock including the execution of SAFE agreements, and proceeds from the issuance of bank debt.

As further described in Note 17, on February 13, 2023, as contemplated by the business combination agreement entered into as of September 16, 2022, the Company and Intuitive Machines, Inc. (formerly Inflection Point Acquisition Corp. or “IPAX”) consummated the business combination to effect the merger of the Company and IPAX. Upon the close of the business combination, the Company received approximately $34.1 million of gross proceeds to fund operations. Additionally, as a result of the close, the Company entered into a common stock purchase agreement relating to an equity facility under which the Company may direct the counterparty to purchase up to $50 million of newly issued common stock subject to certain requirements and limitations.

Management believes that the cash available from the consummation of the business combination and related transactions will be sufficient to fund the short-term liquidity needs and the execution of the business plan through at least the twelve-month period from the date the financial statements are issued.

Cash and Cash Equivalents

The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support credit accounts. Restricted cash serving as collateral will be released upon full repayment of the credit account.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded at the invoiced amount and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest. The Company estimates allowance for credit losses based on the credit worthiness of each customer, historical collections experience and other information, including the aging of the receivables. The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected.

Prepayments and Other Current Assets

Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments.

Property and Equipment, Net

Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction-in-process.

Depreciation is computed using the straight-line method over the following estimated useful lives of assets:

Asset		Useful Life
Leasehold improvements		1 – 7 years
Vehicles and trailers		3 – 5 years
Computers and software		3 years
Furniture and fixtures		5 years
Machinery and equipment		3 – 7 years

Expenditures for maintenance and repairs that do not extend the useful lives of property and equipment are recognized as expenses when incurred. Upon retirement or sale of assets, the cost and related accumulated depreciation and amortization is written off. No material gains or losses related to the sale of assets have been recognized in the accompanying consolidated statements of operations.

Long-Lived Assets

Long-lived assets consist of property and equipment, net, and are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of the long-lived asset may not be recoverable. Recoverability is measured by comparing the carrying value of a long-lived asset to the future undiscounted cash flows that the long-lived asset is expected to generate from use and eventual disposition. An impairment loss will be recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. No impairment charges were recorded for the years ended December 31, 2022 and 2021.

Operating Lease Liabilities and Right-of-Use Assets

We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right-of-use assets (“ROU assets”) are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate in the calculation of present value unless the implicit rate can be readily determined, however, the lease liability associated with leases calculated using implicit rates is not significant. Certain leases include provisions for the renewal or termination. We only consider fixed payments and those options that are reasonably certain to be exercised in the determination of the lease term and the initial measurement of lease liabilities and ROU assets. Expense for operating lease payments is recognized as lease expense on a straight-line basis over the lease term. We do not separate lease and non-lease components of a contract. Operating lease ROU assets are presented within Operating lease right-of-use assets on our consolidated balance sheet. See Note 5 — Leases for further disclosures and information on leases.

Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade receivables, trade payables, amounts receivable or payable to related parties and long-term debt. The carrying amount of cash and cash equivalents, trade receivables, trade payables and receivables and payables from affiliates approximates fair value because of the short-term nature of the instruments. The fair value of debt approximates its carrying value because the cost of borrowing fluctuates based upon market conditions.

We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels:

(1) Level 1: Quoted prices for identical instruments in active markets.

(2) Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and

(3) Level 3: Significant inputs to the valuation model are unobservable.

General and Administrative Expense

General, selling, and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; rent relating to the Company’s office space; professional fees and other general corporate costs. Human capital expenses primarily include salaries and benefits.

Revenue Recognition

Most of our revenues are from long-term contracts associated with the engineering services for the research, design, development, manufacturing, integration and sustainment of advanced technology aerospace systems. Revenue is measured based on the amount of consideration specified in a contract with a customer. Revenue is recognized when and as our performance obligations under the terms of the contract are satisfied which generally occurs with the transfer of services to the customer. For each long-term contract, we determine the transaction price based on the consideration expected to be received. We allocate the transaction price to each distinct performance obligation to deliver a good or service, or a collection of goods and/or services, based on the relative standalone selling prices.

Contract Combination

To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in each period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a significant service of integrating a complex set of tasks and components into a single project or capability.

Contract Types

The Company performs work under contracts that broadly consist of fixed-price, time and materials or a combination of the two. Pricing for all customers is based on specific negotiations with each customer.

For most of our business, where performance obligations are satisfied due to the continuous transfer of control to the customer, revenue is recognized over time. Where the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability, those contracts are accounted for as single performance obligations. We recognize revenue generally using the cost-to-cost method, based primarily on contract costs incurred to date compared to total estimated contract costs at completion. This method is deemed appropriate in measuring performance towards completion because it directly measures the value of the goods and services transferred to the customer. Billing timetables and payment terms on our contracts vary based on a few factors, including the contract type. Typical payment terms under fixed-price contracts provide that the customer pays either performance-based payment based on the achievement of contract milestones or progress payments based on a percentage of costs we incur.

For a small portion of our business, where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., weekly, biweekly, or monthly) or upon achievement of contractual milestones.

Contract Costs

Contract costs include all direct materials, labor and subcontractor costs and an allocation of indirect costs related to contract performance. Customer-furnished materials are included in both contract revenue and cost of revenue when management concludes that the company is acting as a principal rather than as an agent. Revenue for uninstalled materials is recognized when the cost is incurred and control is transferred to the customer, which revenue is recognized using the cost-to-cost method. Certain costs associated with significant long-term service arrangements are capitalized and amortized across the life of the contract. Capitalized contract costs primarily relate to prepaid pre-launch integration and engineering services and launch services subcontracted with a third-party. Pre-launch integration and engineering services and launch services are capitalized and amortized over the term of the contract on a systematic basis that is consistent with the transfer of the goods and services to our end customer. Project mobilization costs are generally charged to the project as incurred when they are an integrated part of the performance obligation being transferred to the client. Costs to obtain a contract are expensed as incurred unless they are expected to be recovered from the customer.

Variable Consideration

It is common for our contracts to contain variable consideration in the form of award fees, incentive fees, performance bonuses, liquidated damages or penalties that may increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or targets and can be based on customer discretion. We estimate the amount of variable consideration based on a weighted probability or the most likely amount to which we expect to be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or forecasted) that is reasonably available to us.

Contract Estimates and Modifications

Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex and subject to many variables and requires significant judgment. As a significant change in estimated total revenue and cost could affect the profitability of our contracts, we routinely

review and update our contract-related estimates through a disciplined project review process in which management reviews the progress and execution of our performance obligations and the estimate at completion. As part of this process, management reviews information including, but not limited to, outstanding contract matters, progress towards completion, program schedule and the associated changes in estimates of revenues and costs. Management must make assumptions and estimates regarding the availability and productivity of labor, the complexity of the work to be performed, the availability and cost of materials, the performance of subcontractors and the availability and timing of funding from the customer, along with other risks inherent in performing services under all contracts where we recognize revenue over time using the cost-to-cost method.

We typically recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior period. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate differs from the previous estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is identified.

Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. We account for contract modifications prospectively when the modification results in the promise to deliver additional goods or services that are distinct and the increase in price of the contract is for the same amount as the stand-alone selling price of the additional goods or services included in the modification.

Unbilled Receivables and Deferred Revenue

Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost-to-cost method. Unbilled receivables (contract assets) include unbilled amounts typically resulting from revenue under long-term contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. Deferred revenue (contract liabilities) consists of advance payments and billings in excess of revenue recognized. Our unbilled receivables and deferred revenue are reported in a net position on a contract-by-contract basis at the end of each reporting period.

The payment terms of our contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered to contain a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation.

Income Taxes

Intuitive Machines

Intuitive Machines has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for federal income taxes has been recorded for Intuitive Machines, LLC. However, the Company is subject to Texas Margin Taxes. The Company recorded $23 thousand of income tax benefit and $2 thousand of income tax expense for the years ended December 31, 2022 and 2021, respectively, in the accompanying consolidated statements of operations.

Intuitive Machines is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (“the Centralized Partnership audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of Intuitive Machines would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that Intuitive Machines would pay an “imputed underpayment” including interest and penalties, if applicable. Intuitive Machines may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal or business tax returns. If Intuitive Machines receives an imputed underpayment, a determination will be made based on the relevant facts and circumstances that exist at that time to allocate such imputed underpayment to each partner based on their specific share of such imputed underpayment. Any payments that Intuitive Machines ultimately makes on behalf of its current partners will be reflected as a distribution, rather than tax expense, at the time that such distribution is declared.

Intuitive Aviation

Intuitive Aviation is a corporation for tax purposes and is subject to U.S. federal income taxes. Accordingly, provision for income taxes has been recorded for Intuitive Aviation, Inc. We use the asset and liability method of accounting for income taxes for Intuitive Aviation. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded.

We have determined that there are not any tax positions outstanding that would fail to meet a “more likely than not” standard, and therefore there have not been any uncertain tax positions identified.

Space Network Solutions

Space Network Solutions has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for federal income taxes has been recorded for Space Network Solutions, LLC. However, Space Network Solutions is subject to Texas Margin Taxes. The Company recorded $0 for the years ended December 31, 2022 and 2021, respectively, in income tax expense in the accompanying consolidated statements of operations.

Space Network Solutions is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (“the Centralized Partnership audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of Space Network Solutions would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that Space Network Solutions would pay an “imputed underpayment” including interest and penalties, if applicable. Space Network Solutions may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal or business tax returns. If Space Network Solutions receives an imputed underpayment, a determination will be made based on the relevant facts and circumstances that exist at that time to allocate such imputed underpayment to each partner based on their specific share of such imputed underpayment. Any payments that Space Network Solutions ultimately makes on behalf of its current partners will be reflected as a distribution, rather than tax expense, at the time that such distribution is declared.

The Company follows the guidance of ASC Topic 740, Income Taxes. Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. The open tax years for Intuitive Machines’ and Intuitive Aviation’s tax returns include 2019 through 2021 for state and federal reporting purposes.

Unit-Based Compensation

We recognize all unit-based awards to employees and directors as unit-based compensation expense based upon their fair values on the date of grant.

We estimate the fair value of unit-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense during the requisite service periods. We have estimated the fair value for each option award as of the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of our unit price. We recognize the unit-based compensation expense over the requisite service period using the straight-line method for service condition only awards, which is generally a vesting term of five years. Forfeitures are accounted for in the period in which they occur.

Accounting Principles Recently Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which removes specific exceptions to the general principles in ASC Topic 740 related to the incremental approach for intra-period tax allocation, accounting for basis differences for ownership changes in foreign investments and interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax and enacted changes in tax laws in interim periods. For private entities, this ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those years. Early adoption is permitted. The adoption of ASU 2019-12 did not have a material impact on our financial condition, results of operations, and cash flows.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which removes references to various FASB Concepts Statements, properly situates all disclosure guidance in the appropriate disclosure section of the Codification as well as makes other improvements and technical corrections to the Codification that are not expected to have a significant effect on current accounting practice. The changes of this ASU are effective for annual periods beginning after December 15, 2021. The adoption of ASU 2020-10 did not have a material impact on our financial condition, results of operations, or cash flows.

Inflection Point Acquisition Corp. [Member]

Summary of Significant Accounting Policies [Line Items]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.

Marketable Securities Held in Trust Account

At December 31, 2022 and 2021, all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains

and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. See Note 8 for further discussion of the fair values of the Company’s assets and liabilities.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company has analyzed the Public Warrants and Private Placement Warrants and determined they meet all of the requirements for equity classification under ASC 815 (see Notes 3 and 4).

Net Loss Per Ordinary Share

We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per share. The remeasurement associated with the redeemable Class A ordinary shares is excluded from net loss per ordinary share as the redemption value approximates fair value. The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the IPO, the Over-Allotment, the Private Placement and the Over-Allotment Private Placement to purchase an aggregate of 23,332,500 of the Company’s Class A ordinary shares in the calculation of diluted loss per share, since their exercise is contingent upon the future consummation of an Initial Business Combination which cannot be assured. As a result,

diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares.

	For the year ended December 31, 2022						For the period from January 27, 2021 (inception) through December 31, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	(152,326	)	$	(38,082	)	$	(174,998	)	$	(140,513	)
Denominator:
Basic and diluted weighted-average shares outstanding		32,975,000			8,243,750			9,322,714			7,485,546
Basic and diluted net income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.02	)

Offering Costs associated with the Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering. Offering costs associated with the Public Offering amounted to $26,658,313, consisting of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting commissions, $9,680,125 of excess fair value of founder shares (see Note 5), and $841,938 of other offering costs, with $23,439 allocated to the over-allotment option, $24,538,134 allocated to the Class A ordinary shares subject to redemption, and $2,096,740 allocated to the Class A ordinary shares not subject to redemption, the Public Warrants and the Private Placement Warrants.

Ordinary Shares Subject to Possible Redemption

31,588,011 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with an Initial Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital.

Related Party Redemption Waiver Agreement

In September 2021, the Company entered into a redemption waiver agreement with one of its Anchor Investors, Kingstown 1740, whereby Kingstown 1740 agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “Non-Redemption Shares”) it held, and these ordinary shares are classified as shareholders’ equity.

As of December 31, 2022 and 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

Gross proceeds from IPO and partial exercise of over-allotment option	$	329,750,000
Less: proceeds from shares not subject to redemption		(13,869,890	)

Less:
Proceeds allocated to public warrants		(11,995,753	)
Over-allotment liability		(281,301	)
Ordinary share issuance costs		(24,538,134	)
Plus:
Remeasurement of carrying value to redemption value		36,815,188

Class A ordinary shares subject to redemption, December 31, 2021		315,880,110
Plus:
Remeasurement of carrying value to redemption value		4,839,588

Class A ordinary shares subject to redemption, December 31, 2022	$	320,719,698

Income Taxes

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 for emerging growth companies and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering	12 Months Ended
Public Offering	Dec. 31, 2022
Inflection Point Acquisition Corp. [Member]
Public Offering [Line Items]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING On September 24, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit in its IPO. Each Unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment). Each Public Warrant will become exercisable 30 days after the completion of an Initial Business Combination and will expire five years after the completion of an Initial Business Combination, or earlier upon redemption or liquidation. One of the Anchor Investors, Kingstown 1740, an affiliate of the Sponsor, was allocated and purchased 2,900,000 Units sold in the IPO. The underwriters had a 45-day option from the Effective Date to purchase up to an additional 4,500,000 Units to cover over-allotments. On October 29, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 2,975,000 Units, generating aggregate gross proceeds of $29,750,000, and forfeited their option to purchase the remaining 1,525,000 Units. The Company provided a discount to the underwriters at the closing of the IPO of $4,000,000, and an additional discount of $595,000 upon the closing of the Over-Allotment. Additionally, the underwriting agreement states that the Company will pay Citigroup Global Markets Inc. (“Citi”) a deferred discount of $0.35 per Unit sold in the Public Offering including pursuant to the Over-Allotment, or an aggregate of $11,541,250 (see Note 6), upon the Company’s completion of an Initial Business Combination, which would be payable from the amounts held in the Trust Account solely in the event we complete an Initial Business Combination, subject to the terms of the underwriting agreement. Accordingly, as of December 31, 2022 and 2021, aggregate additional fees of $11,541,250 (see Note 6) were recorded as deferred and payable upon the Company’s completion of an Initial Business Combination. Warrants — As of December 31, 2022 and 2021, there were 16,487,500 Public Warrants and 6,845,000 Private Placement Warrants outstanding. The Company evaluated the terms of the warrants and determined the warrants meet the criteria in ASC 815, “Derivatives and Hedging”, to be classified in shareholders equity upon issuance. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable 30 days after the completion of the Company’s Initial Business Combination, and will expire five years after the completion of the Company’s Initial Business Combination at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s Initial Business Combination. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a post-effective amendment to the registration statement for the Public Offering or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before it sends the notice of redemption to the warrant holders. Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Further, if: (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors 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 Public Offering), and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the 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.

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2022
Inflection Point Acquisition Corp. [Member]
Private Placement [Line Items]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 6,250,000 IPO Private Placement Warrants at a price of $1.00 per IPO Private Placement Warrant, for an aggregate purchase price of $6,250,000. On October 29, 2021, simultaneously with the closing of the Over-Allotment, the Sponsor purchased an additional 595,000 Over-Allotment Private Placement Warrants at a price of $1.00 per Over-Allotment Private Placement Warrant, generating aggregate gross proceeds of $595,000. The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Public Offering except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s Initial Business Combination. If the Company does not complete the Initial Business Combination within 24 months from the closing of the IPO, the Private Placement Warrants will expire worthless.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Line Items]
Related Party Transactions	NOTE 13 — RELATED PARTY TRANSACTIONS Intuitive Machines, Intuitive Aviation, and Space Network Solutions have entered into recurring transaction agreements with certain related parties, including sales agreements and loan agreements. Axiom Space, Inc. For years ended December 31, 2022 and 2021, the Company had $1.6 million and $0.8 million, respectively, in revenue with Axiom Space, Inc. (“Axiom”) related to engineering services. As of December 31, 2022 and 2021, there were $0.8 million and $0.3 million, respectively, of affiliate accounts receivable related to Axiom. As of December 31, 2022, the affiliate accounts receivable balance has been fully reserved. Kamal Ghaffarian is a member of Management at Intuitive Machines and a member of Management at Axiom. Revenues related to Axiom are incurred in the normal course of business and amounts are settled under normal business terms. IBX, LLC For years ended December 31, 2022 and 2021, the Company had $2.1 million and $0.3 million, respectively, in expenses with IBX, LLC (“IBX”) related to management fees. As of December 31, 2022 and 2021, there were $0.4 million and $0.2 million, respectively, of affiliate accounts payable related to IBX expenses. Kamal Ghaffarian is a member of Management at Intuitive Machines and a member of Management at IBX. Expenses related to IBX are incurred in the normal course of business and amounts are settled under normal business terms. KBR, Inc. On November 12, 2020, KBR, Inc. (“KBR”) made an initial capital contribution in SNS resulting in a 10% ownership of SNS, previously a wholly owned subsidiary of the Company. For years ended December 31, 2022 and 2021, the Company had $1.9 million and $1.3 million, respectively, in affiliate revenue with KBR related to engineering services. As of December 31, 2022 and 2021, there was $0.3 million and $0.2 million, respectively, of affiliate accounts receivable related to KBR revenue. Revenues related to KBR are incurred in the normal course of business and amounts are settled under normal business terms. X Energy, LLC As of December 31, 2022 and 2021, there were $0.1 million and $0 million, respectively, of affiliate accounts payable related to X Energy expenses. Expenses related to X Energy are incurred in the normal course of business and amounts are settled under normal business terms. Penumbra, LLC For years ended December 31, 2022 and 2021, the Company had $0.1 million and $0.2 million, respectively, in expenses with Penumbra, LLC (“Penumbra”) related to license fees. Certain members of executive management at Intuitive Machines have an ownership interest in Penumbra. Expenses related to Penumbra are incurred in the normal course of business.
Inflection Point Acquisition Corp. [Member]
Related Party Transactions [Line Items]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering and formation costs in consideration for 7,187,500 Founder Shares. On March 5, 2021, the Company effected a 1.2 to 1 share recapitalization with respect to its Class B ordinary shares, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On October 29, 2021, as a result of the partial exercise of the over-allotment option, the Sponsor forfeited 381,250 of these Founder Shares and the remaining Founder Shares are no longer subject to forfeiture. The Sponsor and the Company’s officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the Initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination or (2) if the Company consummates a transaction after the Initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of an aggregate of 1,625,000 Founder Shares to the Anchor Investors collectively. The Company estimated the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the Public Warrants were charged to additional paid-in capital; (2) to the Public Shares subject to redemption were charged to temporary equity; and (3) to the over-allotment liability were charged to expense. At the Closing of the Proposed Business Combination, New Intuitive Machines will enter into a lock-up agreement superseding the lock-up imposed at IPO, pursuant to which the Sponsor and its permitted assigns will agree not to, without the prior written consent of the New Intuitive Machines board of directors, prior to the date that is six months after the date of the Closing, (i) sell, pledge, grant any option to purchase or otherwise dispose of (a) any shares of New Intuitive Machines Class A Common Stock the Sponsor received upon conversion of its Founder Shares in connection with the Domestication (the “Sponsor Lock-Up Shares”), (ii) enter into any swap or other transfer arrangement in respect of the Sponsor Lock-Up Shares or (iii) take any other similar actions (the actions specified in the foregoing clauses (i) through (iii), collectively, “Transfer”). The Sponsor also will agree to not Transfer any New Intuitive Machines Warrants received upon conversion of its Private Placement Warrants in connection with the Domestication (or the shares of New Intuitive Machines Class A Common Stock issuable upon exercise of such warrants), prior to the date that is 30 days after the date of the Closing. The lock-up agreement will provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Proposed Business Combination, subject to certain conditions, or the exercise of certain stock options and warrants. Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its Anchor Investors, Kingstown 1740, whereby Kingstown 1740 agreed to waive its redemption rights on the Non-Redemption Shares, which are 1,386,989 Class A ordinary shares, and these ordinary shares are classified as shareholders’ equity. Promissory Note — Related Party On February 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of December 31, 2021 or the closing of the IPO. As of September 24, 2021, the Company had borrowed $188,805 under the promissory note, which was fully repaid by September 30, 2021. On September 30, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $250,000, and no amounts have been drawn upon this loan commitment. Working Capital Loans In order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but, except as set forth above, are not obligated to, make Working Capital Loans to the Company as may be required on a non-interest basis. Up to an aggregate of $1,500,000 outstanding under the Working Capital Loans may be convertible into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant at the option of the lender, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans, unless they are converted into warrants. In the event that an Initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. On August 4, 2022, the Sponsor agreed to loan the Company up to $1,000,000 to be used for ongoing expenses reasonably related to the business of the Company and the consummation of an Initial Business Combination pursuant to the Working Capital Note. The Working Capital Note is non-interest bearing and all unpaid principal under the Working Capital Note shall be due and payable in full on the Maturity Date, unless accelerated upon the occurrence of an event of default as set forth in the Working Capital Note. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Working Capital Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. The conversion feature was analyzed under ASC 470-20, “Debt with Conversion or Other Options”, and the Working Capital Note did not include any premium or discounts. The conversion option did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.” At December 31, 2022 and 2021, $625,000 and $0, respectively, were outstanding under Working Capital Note. Administrative Service Fee On September 21, 2021, the Company entered into an Administrative Services Agreement with Kingstown Capital Management L.P., an affiliate of the Sponsor, pursuant to which it pays a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of an Initial Business Combination or a liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred and paid $180,000 of administrative service fees under the agreement. For the period from January 27, 2021 (date of inception) through December 31, 2021, the Company incurred and paid $48,000 of administrative service fees under the agreement. Professional Service Agreement The Company reimburses its Sponsor for services provided by one of the Sponsor’s employees who serve as the Company’s Chief of Staff (“COS”). The COS receives $12,500 per month for services rendered, commencing September 25, 2021, through the closing of an Initial Business Combination. For the year ended December 31, 2022, the Company incurred and paid $150,000 of compensation for services provided. For the period from January 27, 2021 (date of inception) through December 31, 2021, the Company incurred and paid $40,000 of compensation for services provided. Related Party Consulting Fees As of December 31, 2022 and 2021, the Company has incurred and paid $41,667 and $0 of fees to an affiliate of our Sponsor for consulting services related to the business combination. These fees are reflected as formation and operational costs on the statements of operations. Reimbursable Expenses to Related Party During the years ended December 31, 2022 and 2021, the Company had incurred $112,480 and $63,678 in related party transactions related to out of pocket expenses from the Sponsor, respectively. As of December 31, 2022, there was $112,448 and $1,032 included in the due to related party on the accompanying balance sheets, respectively. Forward Purchase Agreement On September 21, 2021, the Company entered into a forward purchase agreement (“FPA”) pursuant to which certain affiliates of the Sponsor (“Kingstown”) agreed to purchase up to 5,000,000 forward purchase Class A ordinary shares (“Forward Purchase Shares”), for $10.00 per share, or an aggregate amount of up to $50,000,000, in a private placement that will close concurrently with the closing of an Initial Business Combination, subject to approval by the Kingstown investment committee. The proceeds from the sale of these Forward Purchase Shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with an Initial Business Combination, will be used to satisfy the cash requirements of an Initial Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-Initial Business Combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, Kingstown may purchase less than 5,000,000 Forward Purchase Shares. In addition, Kingstown’s commitment under the FPA will be subject to approval of its investment committee prior to the closing of an Initial Business Combination. Accordingly, if Kingstown’s investment committee does not give its approval, Kingstown will not be obligated to purchase the Forward Purchase Shares. Further, the Company has the right, in its sole discretion, to reduce the amount of Forward Purchase Shares that Kingstown may purchase pursuant to the FPA. Pursuant to the terms of the FPA, Kingstown will have the option to assign its commitment to one of its affiliates. The Forward Purchase Shares will be identical to the Class A ordinary shares included in the Units sold in the Public Offering, except that they will be subject to transfer restrictions and registration rights. The Company evaluated the FPA under ASC 480 and ASC 815-40 to determine the appropriate accounting treatment. The FPA does not meet the criteria to be classified as a liability under ASC 480. In addition, there is no net cash settlement feature and settlement will be in gross physical delivery of Class A ordinary shares; therefore, the FPA should be classified as equity. However, as the issuance of Forward Purchase Shares is contingent on several factors, including the consummation of an Initial, approval by the Kingstown board of directors, and the Company’s discretion, the Company will record the FPA when it becomes probable that the triggering events will occur. On November 30, 2022, the FPA was terminated.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies [Line Items]
Commitments and Contingencies	NOTE 14 — COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company applies accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, the Company discloses contingencies deemed to be reasonably possible and accrues loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the outcome of such matters will not have a material adverse effect on our consolidated financial statements.
Inflection Point Acquisition Corp. [Member]
Commitments and Contingencies [Line Items]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Forward Purchase Shares, (iii) Private Placement Warrants which were issued in private placements simultaneously with the closing of the IPO and the Over-Allotment and the Class A ordinary shares underlying such Private Placement Warrants and (iv) warrants that may be issued upon conversion of Working Capital Loans and the Class A ordinary shares underlying such warrants will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of an Initial Business Combination pursuant to a registration rights agreement entered into in connection with the IPO. Pursuant to the registration rights agreement and assuming $1,500,000 of Working Capital Loans are converted into additional warrants, the Company will be obligated to register up to 21,588,750 Class A ordinary shares and 8,345,000 warrants. The number of Class A ordinary shares includes (i) 8,243,750 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Forward Purchase Shares, (iii) 6,845,000 Class A ordinary shares underlying the Private Placement Warrants and (iv) 1,500,000 Class A ordinary shares underlying the warrants issuable upon conversion of Working Capital Loans. The number of warrants includes 6,845,000 Private Placement Warrants and 1,500,000 additional warrants issuable upon the conversion of Working Capital Loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company evaluated the registration rights agreement in accordance with the guidance in ASC 825-20 “Registration Payment Arrangements,” ASC 470-20 “Debt with Conversion and Other Options,” and ASC 450 “Contingencies.” The registration rights agreement does not contain liquidating damages, penalty payment, or other cash settlement provisions resulting from delays in registering the Company’s securities. As such, there are no accounting implications that arise due to the registration rights. At the Closing, the Company, the Sponsor and certain securityholders of Intuitive Machines entered into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor and such securityholders were 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. Underwriting Agreement The Company granted the underwriters a 45-day option from the Effective Date to purchase up to an additional 4,500,000 Units to cover over-allotments, if any. On September 24, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,000,000, excluding the proceeds from the purchase of an aggregate of 10,000,000 Units by certain of our anchor investors. The Company paid an underwriting fee at the closing of the Over-Allotment of $595,000. The underwriting agreement states that Citi will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering, or $11,541,250, held in the Trust Account upon the completion of an Initial Business Combination, which would be payable from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of the underwriting agreement. On November 27, 2022, in connection with the proposed Business Combination, Citi agreed to waive its entitlement to the deferred underwriting commission of $11,541,250 to which it became entitled upon completion of the Company’s Initial Public Offering, subject to the completion of an Initial Business Combination. As a result, the Company $11,541,250 was recorded to additional paid-in capital in relation to the reduction of the deferred underwriter fee in the accompanying condensed financial statements. As of December 31, 2022 and December 31, 2021, the deferred underwriting fee payable is $0 and $11,541,250, respectively. Business Combination with Intuitive Machines As more fully described in Note 1, the Company entered into a number of agreements as part of its Business Combination with Intuitive Machines. These agreements included but are not limited to the Business Combination Agreement, the Series A Purchase Agreement, the Cantor Purchase Agreement and Sponsor Purchase Agreement, each of which contained terms and conditions which commit the Company to certain obligations in the event the Business Combination is successful. On February 13, 2023 (the “Closing Date”), the Company consummated the previously announced business combination and related transactions (the “Transactions”) contemplated by that certain business combination agreement, dated as of September 16, 2022 (the “Business Combination Agreement”), by and between IPAX and Intuitive Machines, LLC, a Delaware limited liability company (formerly, a Texas limited liability company) (“Intuitive Machines OpCo”),following which we were renamed “Intuitive Machines, Inc.”

Shareholders' Equity	12 Months Ended
Shareholders' Equity	Dec. 31, 2022
Inflection Point Acquisition Corp. [Member]
Shareholders' Equity [Line Items]
Shareholders' Equity	NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2022 and 2021, there were 1,386,989 Class A ordinary shares issued and outstanding, excluding 31,588,011 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each ordinary share. On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering and formation costs in consideration for 7,187,500 Founder Shares. On March 5, 2021, the Company effected a 1.2 to 1 share recapitalization with respect to its Class B ordinary shares, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares. Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On October 29, 2021, as a result of the partial exercise of the over-allotment option, the Sponsor forfeited 381,250 of these shares and the remaining Class B ordinary shares are no longer subject to forfeiture. At December 31, 2022 and 2021, there were 8,243,750 Class B ordinary shares issued and outstanding. Prior to the closing of the Company’s Initial Business Combination, only holders of the Class B ordinary shares will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On all other matters submitted to a vote of the Company’s shareholders, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Public Shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Initial Business Combination (including the Forward Purchase Shares), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Measurements [Abstract]

Fair Value Measurements

NOTE 11 — FAIR VALUE MEASUREMENTS

The following tables summarize the fair value of assets and liabilities that are recorded in the Company’s consolidated balance sheets as of December 31, 2022 and 2021 at fair value on a recurring basis.

	December 31, 2022
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
SAFE Agreement liabilities	Recurring	$	18,314	$	—	$	—	$	18,314
Total liabilities measured at fair value		$	18,314	$	—	$	—	$	18,314

	December 31, 2021
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
SAFE Agreement liabilities	Recurring	$	13,973	$	—	$	—	$	13,973
Total liabilities measured at fair value		$	13,973	$	—	$	—	$	13,973

The following tables provides a rollforward of the Company’s SAFE Agreement liabilities discussed in Note 8 — SAFE Agreements.

	December 31, 2022
Balance, beginning December 31, 2021	$	13,973
Additions		4,250
Change in fair value		91
Balance December 31, 2022	$	18,314

The fair value of the SAFE Agreements under the equity financing scenario is estimated using a Monte Carlo simulation approach. The fair value of the SAFE Agreements under the liquidity event and dissolution event scenarios is estimated based on the present value of the purchase amount.

The unobservable inputs used in the fair value measurement of the Company’s SAFE Agreements are the probabilities of future scenarios, volatility, discount rate and risk-free rate. As of December 31, 2022, the probability of an equity financing was 0%, the probability of a liquidity event was 95% and the probability of a dissolution event was 5%. The value under the liquidity event and dissolution event scenarios is based on the present value of the purchase amount. The present value factors are estimated based on a 16.4% discount rate based on venture capital rates of return for December 31, 2022. The periods in which the scenarios are expected to occur for the liquidity event and dissolution events are 0.25 years and 1.0 year, respectively as of December 31, 2022.

As of December 31, 2021, the probability of an equity financing was 45.0%, the probability of a liquidity event was 50.0% and the probability of a dissolution event was 5.0%. As of December 31, 2021, the volatility utilized in the Monte Carlo simulation is 65.0%. The value under the liquidity event and dissolution event scenarios is based on the present value of the purchase amount. The present value factors are estimated based on a 9.6% discount rate based on venture capital rates of return for December 31, 2021. The periods in which the scenarios are expected to occur for the equity financing, liquidity event, and dissolution events are 0.5 years, 1.0 year, and 2.0 years, respectively as of December 31, 2021.

Inflection Point Acquisition Corp. [Member]

Fair Value Measurements [Abstract]

Fair Value Measurements

NOTE 8. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	December 31, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account	1	$	334,589,588	$	329,755,798

During the period from January 27, 2021 (date of inception) through December 31, 2021 the over-allotment option was accounted for as a liability in accordance with ASC-480 and was presented within liabilities on the accompanying balance sheet. The over-allotment option was measured at fair value at inception and on a recurring basis until it was exercised or expired, with changes in fair value presented in the statement of operations. On October 29, 2021, the underwriters partially exercised their over-allotment option to purchase an additional 2,975,000 Units at $10.00 per Unit and forfeited the remaining over-allotment option. The over-allotment liability was eliminated upon the expiration of the unexercised option on November 8, 2021. The over-allotment option liability was valued using a Black Scholes Model.

The following table presents the quantitative information regarding Level 3 fair value measurement inputs:

	October 29, 2021			September 24, 2021
Stock Price	$	10.00		$	10.00
Exercise Price	$	10.00		$	10.00
Volatility		4.5	%		4.4	%
Term (years)		0.03			0.12
Dividend Yield		0.00			0.00
Risk Free Rate-Daily Treasury Yield Curve		0.08	%		0.06	%

The following table presents the changes in the fair value of the Level 3 over-allotment liability:

	Over-allotment Option Liability
Fair value as of January 27, 2021 (inception)	$	—
Initial measurement on September 24, 2021		281,301
Change in fair value at October 29, 2021		(148,449	)
Fair value of expired over-allotment option at November 8, 2021		(45,022	)
Partial exercise of over-allotment liability at October 29, 2021		(87,830	)
Fair value as of December 31, 2021	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Line Items]
Subsequent Events	NOTE 17 — SUBSEQUENT EVENTS Management has evaluated subsequent events occurring after the date of the financial statements but before the financial statements were issued on March 30, 2023 to determine if there were any such events or transactions that require potential adjustment to or disclosure in the consolidated financial statements. The Company has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. Business Combination with Inflection Point Acquisition Corp. On February 13, 2023 (the “Closing Date”), Intuitive Machines, Inc. (formerly Inflection Point Acquisition Corp. or “IPAX”) and the Company consummated the previously announced transactions contemplated by that certain Business Combination Agreement (the “Business Combination”), whereby the Company issued certain equity securities to Intuitive Machines, Inc. and appointed Intuitive Machines, Inc. as its managing member in exchange for voting equity securities of Intuitive Machines, Inc. (without economic rights) issued or to be issued to the Company’s existing members prior to the Closing Date. In addition, Intuitive Machines, Inc. contributed approximately $34.1 million in available closing cash to the Company after redemptions of shares by shareholders of IPAX prior to the Closing Date. As a result of the transaction, substantially all of the assets and business of the combined entities are held by the Company. The Business Combination was accounted for as a common control transaction with respect to the Company which is akin to a reverse capitalization, with no goodwill or other intangible assets recorded. Under this method of accounting, IPAX was treated as the “accounting acquiree” and the Company as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Company issuing shares for the net assets IPAX, followed by a recapitalization.
Inflection Point Acquisition Corp. [Member]
Subsequent Events [Line Items]
Subsequent Events	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 13, 2023, the Company consummated the Business Combination pursuant to that certain Business Combination Agreement, dated September 16, 2022 as further described in the Current Report on Form 8-K filed by the Company on February 14, 2023. Prior to the Company’s extraordinary general meeting held on February 8, 2023, 27,481,818 holders of IPAX Class A Ordinary Shares exercised their right to redeem those shares for cash at a price of approximately $10.1843 per share, for an aggregate of $279,884,314 (the “Redemptions”). As previously announced, on February 9, 2023, IPAX and Intuitive Machines OpCo entered into separate agreements (each, a “Forward Purchase Agreement”, and together, the “Forward Purchase Agreements”) with each of Polar Multi-Strategy Master Fund (“Polar”) and The HGC Fund LP (“HGC” and, each of Polar and HGC, individually, a “Seller” and, together, the “Sellers”) for over-the-counter Equity Prepaid Forward Transactions, pursuant to which each Seller agreed to hold, and waive any redemption rights with respect to, a maximum of 1,250,000 Cayman Class A Shares in connection with the closing of the Business Combination. Each Seller, acting separately and solely for its own account, was entitled to (i) reverse its previous election to redeem its Cayman Class A Shares in connection with the Business Combination or (ii) purchase Cayman Class A Shares through a broker in the open market from holders of Cayman Class A Shares (other than IPAX), including from holders who had previously elected to redeem their Cayman Class A Shares in connection with the Business Combination, such that, in the aggregate, such Seller owned up to 1,250,000 Cayman Class A Shares as of the Closing Date.

Revenue

12 Months Ended

Dec. 31, 2022

Revenue [Abstract]

REVENUE

NOTE 3 — REVENUE

Disaggregated Revenues

We disaggregate our revenue from contracts with customers by contract type. The following tables provide information about disaggregated revenue for the years ended December 31, 2022 and 2021 (in thousands):

	Year Ended December 31,
	2022				2021
Revenue by Contract Type
Fixed price	$	80,801	94	%	$	68,487	94	%
Time and materials		5,145	6	%		4,063	6	%
Total	$	85,946	100	%	$	72,550	100	%

Contract Assets and Liabilities

Contract assets primarily relate to deferred contract costs for subcontracted launch services, as well as work completed not yet billed for performance obligations that are satisfied over time. Deferred contract costs and unbilled receivables are recorded contract assets on our consolidated balance sheets. Contract assets related to deferred contract costs are

amortized straight-line across the life of the long-term service arrangement. Contract assets related to work completed for performance obligations that are satisfied over time are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to billings or consideration received in advance of performance (obligation to transfer goods or services to a customer) under the contract as well as provisions for loss contracts. Contract liabilities are recognized as revenue when the performance obligation has been performed. Current deferred revenue and provisions for loss contracts are recorded in current contract liabilities on our consolidated balance sheets. Long-term deferred revenue and provisions for loss contracts are recorded in long-term contract liabilities on our consolidated balance sheets.

The following table presents contract assets as of December 31, 2022 and December 31, 2021 (in thousands):

	December 31, 2022		December 31, 2021
Contract Assets
Deferred contract costs	$	6,633	$	1,800
Unbilled receivables		347		44
Total	$	6,979	$	1,844

For the years ended December 31, 2022 and 2021, amortization expense associated with deferred contract costs for subcontracted launch services is recorded in cost of services and was $43.3 million and $45.7 million, respectively.

The following table presents contract liabilities as of December 31, 2022 and December 31, 2021 (in thousands):

	December 31, 2022		December 31, 2021
Contract Liabilities
Contract liabilities – current
Deferred revenue	$	39,831	$	31,644
Contract loss provision		10,120		12,001
Accrued launch costs		6,705		5,984
Total contract liabilities – current		56,656		49,629
Contract liabilities – long-term
Contract loss provision		2,188		10,530
Total contract liabilities – long-term		2,188		10,530
Total contract liabilities	$	58,844	$	60,159

Revenue recognized from amounts included in contract liabilities at the beginning of the period was $31.4 million and $30.5 million during the years ended December 31, 2022 and 2021, respectively.

Loss Contracts

Contract losses are a result of constraining variable consideration and estimated contract costs exceeding current contract price. The Company experiences favorable or unfavorable changes to contract losses from time to time due to changes in estimated contract costs and modifications that result in changes to contract price. In the year ended December 31, 2022 and 2021, we recorded $(9.3) million and $31.5 million in cumulative (favorable) and unfavorable changes, respectively, related to contracts with customers.

As of December 31, 2022, the status of these loss contracts were as follows:

(1) The first contract, for commercial lunar payload services, became a loss contract in 2019 due to the constraint of variable consideration. Variable consideration has been constrained to $0 from a total potential amount of $8.1 million. For the years ended December 31, 2022, and 2021, changes in contract price and estimated contract costs resulted in (favorable) and unfavorable changes of $(11.1) million and $11.7 million, respectively. As of December 31, 2022, and 2021, this contract was approximately 96% complete and 83% complete, respectively. The contract is anticipated to be 100% complete as of March 2023. As of December 31, 2022 and 2021, the reserve for estimated contract losses recorded in other current liabilities in our consolidated balance sheets was $0.4 million and $3.9 million, respectively.

(2) The second contract, for commercial lunar payload services, became a loss contract in 2021 due to the constraint of variable consideration and estimated contract costs exceeding current contract price. Variable consideration has been constrained to $0 from a total potential amount of $7.8 million. For the years ended December 31, 2022, and 2021, changes in estimated contract costs resulted in (favorable) and unfavorable changes of $(4.7) million and $19.3 million, respectively. As of December 31, 2022, and 2021, this contract was approximately 32.5% complete and 4% complete, respectively. The contract is anticipated to be 85% complete and 100% complete as of December 2023 and 2024, respectively. As of December 31, 2022 and 2021, the reserve for estimated contract losses recorded in other current liabilities in our consolidated balance sheets was $9.9 million and $18.5, respectively.

(3) The third contract, for commercial lunar payload services, became a loss contract in 2022 due to the constraint of variable consideration and estimated contract costs exceeding current contract price. Variable consideration has been constrained to $0 from a total potential amount of $8.4 million. For the years ended December 31, 2022, and 2021, changes in estimated contract costs resulted in an additional $6.0 million and $0 contract loss, respectively. As of December 31, 2022 this contract was approximately 69.1% complete. The contract is anticipated to be 100% complete as of May 2024. As of December 31, 2022, the reserve for estimated contract losses recorded in other current liabilities in our consolidated balance sheet was $1.9 million.

• The remaining loss contracts are individually and collectively immaterial.

Remaining Performance Obligations

Remaining performance obligations represent the remaining transaction price of firm orders for which work has not been performed and excludes unexercised contract options. As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining fixed price performance obligations was $101.4 million. The Company expects to recognize revenue on approximately 80-85% of the remaining performance obligations over the next 12 months, 15-20% recognized in 2024 and the remaining thereafter. Remaining performance obligations do not include variable consideration that was determined to be constrained as of December 31, 2022.

For time and materials contracts, we have adopted the practical expedient that allows us to recognize revenue based on our right to invoice; therefore, we do not report unfulfilled performance obligations for time and materials agreements.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 4 — PROPERTY AND EQUIPMENT, NET

As of December 31, 2022, and 2021, property and equipment, net consisted of the following (in thousands):

	December 31, 2022			December 31, 2021
Leasehold improvements	$	1,544		$	1,527
Vehicles and trailers		129			129
Computers and software		1,673			1,306
Furniture and fixtures		794			766
Machinery and equipment		2,211			1,962
Construction in progress		17,747			2,282
Property and equipment, gross		24,098			7,972
Less: accumulated depreciation and amortization		(2,922	)		(2,123	)
Property and equipment, net	$	21,176		$	5,849

Total depreciation related to property and equipment for the years ended December 31, 2022 and 2021 was $1.1 and $0.8 million, respectively.

As of December 31, 2022 and 2021, the Company pledged property and equipment with net book value of approximately $20.3 million and $4.7 million, respectively, as security for its comprehensive credit facilities with Live Oak Bank.

As of December 31, 2022, Construction in progress includes $10.3 million of construction costs for a lunar operations center as further described in Note 5 — Leases as well as $7.3 million of costs associated with the fabrication of a commercial communications satellite. The Company capitalized interest in connection with construction in progress of $247 thousand and $33 for the years ended December 31, 2022 and 2021, respectively.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

NOTE 5 — LEASES

The Company leases real estate for office space and for administrative, research, marketing and light manufacturing operations of the Lessee’s aerospace related research and development business under operating leases. There are no finance leases.

The Company has six real estate leases with lease terms ranging from 16 months to 250 months, some of which contain options to extend and some of which contain options to terminate the lease without cause at the option of lessee.

The Company’s real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which the Company accounts for as variable lease costs when incurred since the company has elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability. For the years ended December 31, 2022 and 2021, there were no significant variable lease costs. There are no restrictions or covenants imposed by any of the leases, and none of the Company’s leases contain material residual value guarantees.

In the year ended December 31, 2021, the Company signed a ground lease agreement for the development of a lunar operations center that will serve as a production and testing facility of lunar lander components and other aerospace related operations. The facility is currently under construction, and the lessor will reimburse up to $40 million for certain costs incurred by the Company for design, construction, and development. The Company concluded that it was deemed the owner, for accounting purposes only, of the facility under build-to-suit lease accounting due to its involvement in the construction activities of the facility. Accordingly, the Company is accounting for the construction of the facility as a financing arrangement. As of December 31, 2022, the Company has capitalized $10.3 million of construction in progress and a corresponding financing obligation of $9.1 million. Upon completion of the construction project, the ground lease agreement will have an initial term of 20 years with four optional renewal periods of 5 years each. During the fourth quarter of 2022, construction was completed for a portion of the lunar operations center, and the Company took possession of the completed facility. Upon commencement of the lease, the Company determined

that the facility qualified for sale and leaseback accounting, with the leaseback being classified as an operating lease. The Company recorded right-of-use assets and corresponding lease liabilities of approximately $3.1 million. No gain or loss was recognized or deferred on the sale of the facility, as the fair value upon completion was determined to be equal to the carrying value.

As of December 31, 2022, the Company had entered into an operating lease for additional office space that had not yet commenced. The lease commenced in January 2023 with a lease term of 8 months.

The components of total lease expense are as follows (in thousands):

	Year Ended December 31,
	2022		2021
Operating lease cost	$	721	$	478
Total lease cost	$	721	$	478

The components of supplemental cash flow information related to operating leases are as follows (in thousands):

	Year Ended December 31,
	2022			2021
Cash paid (received) for amounts included in the measurement of lease liabilities:
Cash flow from operating activities	$	832		$	633
Weighted Average Lease Term (months)		155			59
Weighted average discount rate		5.7	%		6.0	%

The Company recorded $10.3 million and zero in property and equipment related to reimbursable leasehold improvement costs incurred as of December 31, 2022 and 2021, respectively.

The supplemental balance sheet information related to operating leases for the period is as follows (in thousands):

	December 31, 2022		December 31, 2021
Long-term right-of-use assets	$	4,829	$	1,829

Current lease liabilities	$	725	$	514
Long-term lease liabilities		5,078		2,371
Total operating lease liabilities	$	5,803	$	2,885

The table below includes the estimated future undiscounted cash flows for operating leases as of December 31, 2022 (in thousands):

Year Ending December 31,	Amount
2023	$	858
2024		916
2025		768
2026		706
2027		219
Thereafter		5,681
Total undiscounted lease payments	$	9,148
Less: imputed interest		3,345
Present value of lease liabilities	$	5,803

Debt

12 Months Ended

Dec. 31, 2022

Debt [Abstract]

DEBT

NOTE 6 — DEBT

The following table summarizes our outstanding debt (in thousands):

	December 31, 2022			December 31, 2021
Credit Mobilization Facility	$	20,000		$	12,000
First Insurance Funding Loan		—			108
Principal amount of long-term debt		20,000			12,108
Less: deferred financing costs		(39	)		—
Less: current maturities		(16,098	)		(12,108	)
Long-term debt, net of current maturities		3,863			—

As of December 31, 2022, the weighted-average interest rate on short-term borrowings outstanding was 6.55%. As of December 31, 2021, the weighted-average interest rate on short-term borrowings outstanding was 5.25%.

Live Oak Credit Mobilization Credit Facility Line of Credit

On December 12, 2019, we entered into a loan agreement with Live Oak Banking Company which provided a $12.0 million Credit Mobilization Facility with a due date of December 12, 2022 and a $1.0 million line of credit with a due date of December 12, 2020. Both the Credit Mobilization Facility and line of credit bear interest (payable monthly) at a rate per annum equal to 6.0%. The Credit Mobilization Facility and line of credit are secured by substantially all of the assets of the Company. On December 8, 2020 the Company entered into a Loan Modification Agreement with Live Oak Banking Company which amended the terms of the line of credit, including decreasing the maximum principal from $1.0 million to $400 thousand, extending the maturity date from December 12, 2020 to December 10, 2021, and changing the interest rate from 6.0% to a variable interest rate at the prime rate, as published in the Wall Street Journal newspaper, plus 2.0%. On April 30, 2021, we entered into a commitment with Live Oak Banking Company which provided a $12.0 million contract mobilization credit facility with a loan maturity of November 15, 2022, which superseded the existing contract mobilization credit facility. On December 10, 2021 the line of credit expired. The Company had no balance outstanding at that time and did not renew the line of credit.

On July 14, 2022, we entered into the Second Amended and Restated Loan Agreement with Live Oak Banking Company which provided an $8.0 million mobilization credit facility with a loan maturity of July 14, 2024 and extended the maturity date of our existing $12.0 million mobilization credit facility to November 14, 2023. The $8.0 million mobilization credit facility requires early payment of principal upon the completion of certain mission milestones. If the milestones are completed, principal payments of $4.1 million and $3.9 million would be due prior to loan maturity in 2023 and 2024, respectively. The $12.0 million mobilization credit facility requires principal payments of $8.0 million on August 15, 2023 and $4.0 million on November 14, 2023. The mobilization credit facilities bear interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2% and (b) 5%. The mobilization credit facilities require the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company. There was $20 and $12 million outstanding under the credit mobilization facilities as of December 31, 2022 and 2021, respectively.

Paycheck Protection Program

On April 7, 2020, the Company received loan proceeds of $1.8 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The PPP Loan, which was in the form of a promissory note (the “Note”), dated April 7, 2020, between Intuitive Machines and Live Oak Banking Company, as the lender, originally matured on April 7, 2022. Under the terms of the PPP, some or all of the PPP Loan amount may be forgiven if the PPP Loan proceeds are used for qualifying expenses as described in the CARES Act and the Note, such as payroll costs, benefits, rent, and utilities. The Company applied for forgiveness to the Small Business Association (“SBA”) on December 14, 2020. On April 4, 2021, the Company was notified that the PPP Loan was forgiven and recorded a $1.8 million gain on extinguishment of debt.

First Insurance Funding Loans

On August 24, 2021, we entered into a loan agreement with First Insurance Funding (“First FIF Loan”) which provided $0.1 million in credit to be used to purchase certain insurance policies with a due date of May 21, 2022. On December 3, 2021, we entered into a second loan agreement with First Insurance Funding (“Second FIF Loan”) which provided an additional $0.1 million in credit to be used to purchase certain insurance policies with a due date of May 21, 2022. Both the First FIF Loan and the Second FIF Loan, collectively the “FIF Loans”, bear interest (payable monthly) at a rate per annum equal to 5.9%. There was $— and $0.1 million outstanding under the FIF Loans as of December 31, 2022 and 2021, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 7 — INCOME TAXES

The Company is treated as a partnership for tax purposes and therefore not subject to U.S. federal income tax. The Company is subject to Texas Margins Tax. The Company also has a corporate subsidiary, Intuitive Aviation, Inc., that is subject to U.S. federal and state income taxes.

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them. Research and development expenses must be amortized over five years for research performed in the U.S. and 15 years for research performed outside the U.S. Although Congress is considering legislation that would defer the amortization requirement to later years, it is not certain that the provision will be repealed or otherwise modified. The legislation did not have an impact on the tax provision currently because of the Company’s status as a non-taxable entity; however, the Company will monitor this legislation.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law. The IRA contains significant tax law changes, including a corporate alternative minimum tax (“CAMT”) of 15% on adjusted financial statement income for applicable corporations, and a 1% excise tax on stock repurchases after December 31, 2022. The IRA also extends certain federal tax credits and creates new tax credits to promote sustainability initiatives. The IRA did not have a material impact on our consolidated financial statements.

In July 2020, the U.S. Treasury Department released final and proposed regulations on IRC Section 163(j) which limits business interest expense deductions. These regulations apply to tax years beginning January 1, 2021. However, taxpayers may choose to apply these regulations to tax years beginning after December 31, 2017. The Company adopted the final regulations for the year ended December 31, 2021. This did not result in any material impact to the provision.

The Company’s consolidated income tax provision consisted of the following components (in thousands):

	Year Ended December 31,
	2022			2021
Current:
Federal	$	—		$	—
State		(16	)		2
	$	(16	)	$	2
Deferred:
Federal		—			—
State		(7	)		—
	$	(7	)		—
Total income tax provision	$	(23	)	$	2

The reconciliation of the income tax provision computed at the Company’s effective tax rate is as follows (in thousands except for rates):

Years Ended December 31,	2022			2021
Loss before income taxes	$	(6,428	)	$	(35,646	)
Statutory income tax rates		21	%		21	%
Expected income tax benefit	$	(1,349	)	$	(7,486	)
Nontaxable entity	$	1,348		$	7,486
State income tax expense	$	(23	)	$	2
Change in valuation allowance	$	1		$	—
Total income tax expense	$	(23	)	$	2

The Company’s effective tax rates for the years ended December 31, 2022 and 2021 were (0.36)% and 0.01%, respectively. The difference between the Company’s effective tax rate for the period ended December 31, 2022, and the U.S. statutory tax rate of 21% was primarily due to non-taxable income/(loss) passed through and taxable to our partners, a full valuation allowance recorded on the Company’s net US deferred tax assets of Intuitive Aviation, and state taxes.

Significant components of the Company’s deferred tax assets and liabilities related to Intuitive Aviation are as follows (in thousands):

	December 31,
	2022			2021
Deferred tax assets:
Net operating loss	$	165		$	164
Property and equipment		11			11
Inventory		148			148
Deferred revenue		12			—
Total deferred tax assets	$	336		$	323
Valuation allowance		(324	)		(323	)
Net deferred tax assets	$	12		$	—

Deferred tax liabilities:
481(a) deferred revenue		(5	)		—
Total deferred tax liabilities	$	(5	)	$	—
Net deferred tax asset (liability)	$	7			—

As of December 31, 2022, Intuitive Aviation had approximately $787 thousand of federal net operating loss carryforwards (“NOL carryforwards”), which do not have an expiration date. The Company’s deferred tax assets, including these NOL carryforwards have been reduced by a valuation allowance due to a determination made that it is more likely than not that some or all of the deferred assets will not be realized based on the weight of all available evidence. The Company continues to closely monitor and weigh all available evidence, including both positive and negative, in making its determination whether to maintain a valuation allowance. As a result of the significant negative weight placed on the Intuitive Aviation’s cumulative negative earnings position, the Company continued to maintain a valuation allowance against its remaining net deferred tax asset at December 31, 2022 and December 31, 2021.

The Company files income tax returns in the U.S., including federal and various state filings. The number of years that are open under the statute of limitations and subject to audit varies depending on the tax jurisdiction. We remain subject to U.S. federal tax examinations for years after 2018.

For the periods ending December 31, 2022, and 2021, the Company has no reserves for uncertain tax positions. The Company has elected to record interest and penalties associated with uncertain tax positions as general and administrative expenses.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Safe Agreements

12 Months Ended

Dec. 31, 2022

Safe Agreements [Abstract]

SAFE AGREEMENTS

NOTE 8 — SAFE AGREEMENTS

As of December 31, 2022, the Company received $4.3 million in proceeds from three new SAFE Agreements which were executed on January 4, 2022, January 5, 2022 and February 8, 2022 (the “New SAFE Agreements”). Proceeds from the New SAFE Agreements will be used to fund operations. The New SAFE Agreements are subject to the same terms and conditions as previous SAFE Agreements.

As of December 31, 2021, the Company received $13.0 million in cash related to two SAFE Agreements and 555,556 shares of Series X Convertible Preferred Stock of Intuitive Aviation valued at $1.5 million related to one SAFE Agreement. The SAFE Agreements were executed on September 29, 2021, November 4, 2021 and December 8, 2021. Cash proceeds from the SAFE were used to fund operations.

If an equity financing transaction event, pursuant to which the Company issues and sells preferred stock at a fixed valuation, occurs before the termination of the SAFE, the Company will issue preferred stock to the investor. On the initial close of the equity financing transaction, the SAFE will convert into the number of shares equal to the investment amount divided by either (i) the price per share equal to the valuation cap, as established in the SAFE, divided by the Company capitalization or (ii) 90% of the lowest price per share sold in the equity financing transaction, whichever calculation results in the greatest number of shares.

If a liquidity event, including a change of control, direct listing, or initial public offering, occurs before the termination of the SAFE, the investor will receive consideration equal to the greater of (i) the investment amount or (ii) the amount payable on the number of shares equal to the investment amount divided by the price per share as determined by taking the valuation cap (defined in the SAFE) divided by the Company capitalization.

In a dissolution event, as defined in the SAFE, the Company will pay the investor an amount equal to the purchase price, due and payable immediately prior to the consummation of the dissolution event.

As of December 31, 2022, the SAFE Agreements along with New SAFE Agreements had not yet converted as a qualifying financing event. Pursuant to the guidance under ASC 480, the Company determined that the SAFE agreements should be recorded as liabilities on the Company’s balance sheet and should be initially and subsequently measured at fair value with the changes in fair value recognized in earnings.

Members' Equity

12 Months Ended

Dec. 31, 2022

Members' Equity [Abstract]

MEMBERS’ EQUITY

NOTE 9 — MEMBERS’ EQUITY

The Company has two classes of common equity, Class A Common Units (“Class A Units” or “Class A Unit Interests”) and Class B Common Units (“Class B Units” or “Class B Unit Interests”) which are held by Members.

Class A Unit Interests have all the rights, privileges, preferences, and obligations provided for in the amended and restated LLC Agreement dated May 25, 2021, which are generally consistent with an ordinary equity ownership interest. The Company is authorized to issue an unlimited number of Class A Unit Interests. The Class A Unit Interests of the Company are based upon the fair market value of the Company as a whole, at the time of monetary contribution. In accordance with the amended and restated LLC agreement, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit split on May 25, 2021. The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, the number of Members’ Units outstanding and per-unit amounts in these consolidated financial statements and accompanying notes have been retroactively adjusted to reflect

the effect of the unit split. As part of the Unit Split, the par value of our Members’ Units was adjusted from $1 per unit to $0.00001 per unit. As of December 31, 2022 and 2021, there were 122,505,500 and 122,500,000 Class A Units issued and outstanding, respectively.

Class B Unit Interests are non-voting interests and shall not have the right to approve, vote or take action on any issue requiring Member approval, Member voting or Member action as stated in the amended and restated LLC Agreement dated May 25, 2021. The Company is authorized to issue 6,125,000 of Class B Unit Interests. The Unit Interests of the Company are based upon the fair market value of the Company as a whole, at the date of purchase. As of December 31, 2022 and 2021, there were 5,500 and zero Class B Units issued and outstanding. Distributions (including liquidating distributions) are to be made to the Class A Unit Interest owners at a time to be determined by the Board of Managers. Member’s profit and loss distributions are dispersed based on their allocated Class A Unit Interests. Each Member’s equity account will be adjusted for distributions paid to the Member and additional capital contributions that are made by the Member. All revenues, costs and expenses of the Company are allocated to the Member in accordance with the LLC Agreements. Except as otherwise expressly agreed in writing, members of the Company are not personally liable for any obligations of the Company.

Unit-Based Compensation

12 Months Ended

Dec. 31, 2022

Unit-Based Compensation [Abstract]

UNIT-BASED COMPENSATION

NOTE 10 — UNIT-BASED COMPENSATION

2021 Unit Option Plan

On May 25, 2021, the Company’s board of directors adopted, and its members approved the 2021 Unit Option Plan, or the 2021 Plan. The 2021 Plan allows the Company to grant Incentive Unit Options to purchase Class B Unit Interests. Pursuant to the plan, up to 6,125,000 shares of Class B units have been reserved for issuance, upon exercise of the aforementioned Incentive Unit Options made to employees, directors and consultants.

Unit Option Activity

The following table sets forth the summary of unit option activity under the 2022 Plan:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Outstanding as of December 31, 2021	3,043,000		$	1.00	6.4		(791,180	)
Granted	550,000			4.81	9.9		—
Exercised	(5,500	)		1.00	8.7		—
Forfeited/Cancelled	(234,500	)		1.00	8.7		—
Balance as of December 31, 2022	3,353,000		$	1.63	8.90	$	10,643,900
Exercisable as of December 31, 2022	1,195,550		$	1.00	8.71	$	4,543,090

Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s units determined by our Board of Directors for each of the respective periods.

The following table sets forth the summary of weighted-average grant-date fair value of unit options under the 2022 Plan:

	Weighted- Average Grant Date Fair Value
Non-vested as of December 31, 2021	$	0.30
Granted		3.07
Vested		0.30
Forfeited		0.30
Non-vested as of December 31, 2022	$	1.01

Unit-Based Compensation

Unit-based compensation expense was classified in the consolidated statement of operations under general and administrative expense. As of December 31, 2022, the Company had $1.6 million in estimated unrecognized unit-based compensation costs related to outstanding unit options that is expected to be recognized over a weighted average period of 1.90 years.

Valuation of Unit-Based Compensation Awards

The following weighted average assumptions were used to calculate the fair value of each unit option award under the Black-Scholes option pricing model:

	December 31,
	2022		2021
Expected unit price volatility	65 – 70	%	45.0	%
Risk-free interest rate	2.9 – 3.6	%	0.1	%
Expected annual dividend yield	—	%	—	%
Expected term (years)	6.50		1.04

Earnings Per Unit

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

EARNINGS PER UNIT

NOTE 12 — EARNINGS PER UNIT

Basic income (loss) per share is computed by dividing net income (loss) attributable to Class A Common Unit holders by the sum of the weighted-average number of units outstanding, representing 122,501,241 units and 122,500,000 for the years ended December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, there were no dilutive units outstanding.

As a result, the calculation of diluted income (loss) per unit was equal to the calculation of basic income (loss) per unit.

The following table presents net loss per unit and related information:

	Year Ended December 31,
	2022			2021
	(in thousands, except per unit data)
Basic and diluted:
Net loss	$	(6,405	)	$	(35,648	)
Weighted-average common shares outstanding		122,501,241			122,500,000
Basic and diluted net loss per unit	$	(0.05	)	$	(0.29	)

Variable Interest Entity

12 Months Ended

Dec. 31, 2022

Variable Interest Entity Abstract

VARIABLE INTEREST ENTITY

NOTE 15 — VARIABLE INTEREST ENTITY

The Company determines whether joint ventures in which it has invested meet the criteria of a variable interest entity or “VIE” at the start of each new venture and when a reconsideration event has occurred. A VIE is a legal entity that satisfies any of the following characteristics: (a) the legal entity does not have sufficient equity investment at risk; (b) the equity investors at risk as a group, lack the characteristics of a controlling financial interest; or (c) the legal entity is structured with disproportionate voting rights.

The Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

IX, LLC Joint Venture

The Company participates in the IX, LLC joint venture (“IX LLC JV”) with X-energy, LLC (X-energy), a nuclear reactor and fuel design engineering company, developing high-temperature gas cooled nuclear reactors and fuel to power them. We hold a 51% interest in the IX LLC JV and X-energy holds a 49% interest. The co-founder and executive chairman of Intuitive Machines is also the co-founder and current member of management of X-energy. Intuitive Machines and X-energy are common controlled entities. We have determined that IX, LLC JV is a variable interest entity and Intuitive Machines is the primary beneficiary because it is most closely associated with the activities of the joint venture. Therefore, we consolidate this VIE for financial reporting purposes.

The IX LLC JV was formed to pursue nuclear space propulsion and surface power systems in support of future space exploration goals. In the third quarter of 2022, the IX LLC JV received an award from Battelle Energy Alliance (“BAE”) to design a fission power system that can operate on the surface of the Moon to support sustained lunar presence and exploration of Mars. As of December 31, 2022, the IX LLC JV had total assets of $1.3 million and total liabilities of $1.3 million associated with project execution activities subcontracted to the JV partners and other third parties.

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Information [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

NOTE 16 — SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information consists of the following (in thousands):

	Year Ended December 31,
	2022			2021
Supplemental cash flow information:
Cash paid for interest, net	$	1,013		$	230
Cash paid for Texas margin tax	$	—		$	—
Accrued capital expenditures	$	(38	)	$	—

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies, by Policy (Policies) [Line Items]

Use of Estimates

Cash and Cash Equivalents

The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents.

Income Taxes

Intuitive Machines

Intuitive Aviation

Space Network Solutions

Accounting Principles Recently Adopted

Basis of Presentation and Consolidation

Unit Split

Segment Reporting

Certain Significant Risks and Uncertainties

Liquidity and Capital Resources

Restricted Cash

Accounts Receivable and Allowance for Credit Losses

Prepayments and Other Current Assets

Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments.

Property and Equipment, Net

Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction-in-process.

Depreciation is computed using the straight-line method over the following estimated useful lives of assets:

Asset		Useful Life
Leasehold improvements		1 – 7 years
Vehicles and trailers		3 – 5 years
Computers and software		3 years
Furniture and fixtures		5 years
Machinery and equipment		3 – 7 years

Long-Lived Assets

Operating Lease Liabilities and Right-of-Use Assets

Fair Value Measurements

(1) Level 1: Quoted prices for identical instruments in active markets.

(3) Level 3: Significant inputs to the valuation model are unobservable.

General and Administrative Expense

Revenue Recognition

Contract Combination

Contract Types

Contract Costs

Variable Consideration

Contract Estimates and Modifications

Unbilled Receivables and Deferred Revenue

Unit-Based Compensation

We recognize all unit-based awards to employees and directors as unit-based compensation expense based upon their fair values on the date of grant.

Inflection Point Acquisition Corp. [Member]

Accounting Policies, by Policy (Policies) [Line Items]

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Concentration of credit risk

Fair Value of Financial Instruments

Derivative Financial Instruments

Net Loss Per Ordinary Share

	For the year ended December 31, 2022						For the period from January 27, 2021 (inception) through December 31, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	(152,326	)	$	(38,082	)	$	(174,998	)	$	(140,513	)
Denominator:
Basic and diluted weighted-average shares outstanding		32,975,000			8,243,750			9,322,714			7,485,546
Basic and diluted net income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.02	)

Offering Costs associated with the Public Offering

Ordinary Shares Subject to Possible Redemption

As of December 31, 2022 and 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

Gross proceeds from IPO and partial exercise of over-allotment option	$	329,750,000
Less: proceeds from shares not subject to redemption		(13,869,890	)

Less:
Proceeds allocated to public warrants		(11,995,753	)
Over-allotment liability		(281,301	)
Ordinary share issuance costs		(24,538,134	)
Plus:
Remeasurement of carrying value to redemption value		36,815,188

Class A ordinary shares subject to redemption, December 31, 2021		315,880,110
Plus:
Remeasurement of carrying value to redemption value		4,839,588

Class A ordinary shares subject to redemption, December 31, 2022	$	320,719,698

Income Taxes

Accounting Principles Recently Adopted

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies (Tables) [Line Items]

Schedule of basic and diluted net loss per share

	Year Ended December 31,
	2022			2021
	(in thousands, except per unit data)
Basic and diluted:
Net loss	$	(6,405	)	$	(35,648	)
Weighted-average common shares outstanding		122,501,241			122,500,000
Basic and diluted net loss per unit	$	(0.05	)	$	(0.29	)

Schedule of estimated useful lives of assets

Asset		Useful Life
Leasehold improvements		1 – 7 years
Vehicles and trailers		3 – 5 years
Computers and software		3 years
Furniture and fixtures		5 years
Machinery and equipment		3 – 7 years

Inflection Point Acquisition Corp. [Member]

Summary of Significant Accounting Policies (Tables) [Line Items]

Schedule of basic and diluted net loss per share

	For the year ended December 31, 2022						For the period from January 27, 2021 (inception) through December 31, 2021
	Class A			Class B			Class A			Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	(152,326	)	$	(38,082	)	$	(174,998	)	$	(140,513	)
Denominator:
Basic and diluted weighted-average shares outstanding		32,975,000			8,243,750			9,322,714			7,485,546
Basic and diluted net income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.02	)

Schedule of Class A ordinary shares subject to possible redemption

Gross proceeds from IPO and partial exercise of over-allotment option	$	329,750,000
Less: proceeds from shares not subject to redemption		(13,869,890	)

Less:
Proceeds allocated to public warrants		(11,995,753	)
Over-allotment liability		(281,301	)
Ordinary share issuance costs		(24,538,134	)
Plus:
Remeasurement of carrying value to redemption value		36,815,188

Class A ordinary shares subject to redemption, December 31, 2021		315,880,110
Plus:
Remeasurement of carrying value to redemption value		4,839,588

Class A ordinary shares subject to redemption, December 31, 2022	$	320,719,698

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Measurements (Tables) [Line Items]

Schedule of fair value of assets and liabilities

	December 31, 2022
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
SAFE Agreement liabilities	Recurring	$	18,314	$	—	$	—	$	18,314
Total liabilities measured at fair value		$	18,314	$	—	$	—	$	18,314

	December 31, 2021
	Frequency of Measurement	Total		Level 1		Level 2		Level 3
Liabilities
SAFE Agreement liabilities	Recurring	$	13,973	$	—	$	—	$	13,973
Total liabilities measured at fair value		$	13,973	$	—	$	—	$	13,973

Schedule of rollforward of the company’s SAFE agreement liabilities

	December 31, 2022
Balance, beginning December 31, 2021	$	13,973
Additions		4,250
Change in fair value		91
Balance December 31, 2022	$	18,314

Inflection Point Acquisition Corp. [Member]

Fair Value Measurements (Tables) [Line Items]

Schedule of assets that are measured at fair value

Description	Level	December 31, 2022		December 31, 2021
Assets:
Marketable securities held in Trust Account	1	$	334,589,588	$	329,755,798

Schedule of Level 3 fair value measurement inputs

	October 29, 2021			September 24, 2021
Stock Price	$	10.00		$	10.00
Exercise Price	$	10.00		$	10.00
Volatility		4.5	%		4.4	%
Term (years)		0.03			0.12
Dividend Yield		0.00			0.00
Risk Free Rate-Daily Treasury Yield Curve		0.08	%		0.06	%

Schedule of changes in the fair value of the Level 3 over-allotment liability

	Over-allotment Option Liability
Fair value as of January 27, 2021 (inception)	$	—
Initial measurement on September 24, 2021		281,301
Change in fair value at October 29, 2021		(148,449	)
Fair value of expired over-allotment option at November 8, 2021		(45,022	)
Partial exercise of over-allotment liability at October 29, 2021		(87,830	)
Fair value as of December 31, 2021	$	—

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of disaggregated revenue

	Year Ended December 31,
	2022				2021
Revenue by Contract Type
Fixed price	$	80,801	94	%	$	68,487	94	%
Time and materials		5,145	6	%		4,063	6	%
Total	$	85,946	100	%	$	72,550	100	%

Schedule of contract assets

	December 31, 2022		December 31, 2021
Contract Assets
Deferred contract costs	$	6,633	$	1,800
Unbilled receivables		347		44
Total	$	6,979	$	1,844

Schedule of contract liabilities

	December 31, 2022		December 31, 2021
Contract Liabilities
Contract liabilities – current
Deferred revenue	$	39,831	$	31,644
Contract loss provision		10,120		12,001
Accrued launch costs		6,705		5,984
Total contract liabilities – current		56,656		49,629
Contract liabilities – long-term
Contract loss provision		2,188		10,530
Total contract liabilities – long-term		2,188		10,530
Total contract liabilities	$	58,844	$	60,159

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

	December 31, 2022			December 31, 2021
Leasehold improvements	$	1,544		$	1,527
Vehicles and trailers		129			129
Computers and software		1,673			1,306
Furniture and fixtures		794			766
Machinery and equipment		2,211			1,962
Construction in progress		17,747			2,282
Property and equipment, gross		24,098			7,972
Less: accumulated depreciation and amortization		(2,922	)		(2,123	)
Property and equipment, net	$	21,176		$	5,849

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of total lease expense

	Year Ended December 31,
	2022		2021
Operating lease cost	$	721	$	478
Total lease cost	$	721	$	478

Schedule of cash flow information related to operating leases

	Year Ended December 31,
	2022			2021
Cash paid (received) for amounts included in the measurement of lease liabilities:
Cash flow from operating activities	$	832		$	633
Weighted Average Lease Term (months)		155			59
Weighted average discount rate		5.7	%		6.0	%

Schedule of balance sheet information related to operating leases

	December 31, 2022		December 31, 2021
Long-term right-of-use assets	$	4,829	$	1,829

Current lease liabilities	$	725	$	514
Long-term lease liabilities		5,078		2,371
Total operating lease liabilities	$	5,803	$	2,885

Schedule of estimated future undiscounted cash flows for operating leases

Year Ending December 31,	Amount
2023	$	858
2024		916
2025		768
2026		706
2027		219
Thereafter		5,681
Total undiscounted lease payments	$	9,148
Less: imputed interest		3,345
Present value of lease liabilities	$	5,803

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of outstanding debt

	December 31, 2022			December 31, 2021
Credit Mobilization Facility	$	20,000		$	12,000
First Insurance Funding Loan		—			108
Principal amount of long-term debt		20,000			12,108
Less: deferred financing costs		(39	)		—
Less: current maturities		(16,098	)		(12,108	)
Long-term debt, net of current maturities		3,863			—

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of income tax provision

	Year Ended December 31,
	2022			2021
Current:
Federal	$	—		$	—
State		(16	)		2
	$	(16	)	$	2
Deferred:
Federal		—			—
State		(7	)		—
	$	(7	)		—
Total income tax provision	$	(23	)	$	2

Schedule of income tax provision computed at the company’s effective tax rate

Years Ended December 31,	2022			2021
Loss before income taxes	$	(6,428	)	$	(35,646	)
Statutory income tax rates		21	%		21	%
Expected income tax benefit	$	(1,349	)	$	(7,486	)
Nontaxable entity	$	1,348		$	7,486
State income tax expense	$	(23	)	$	2
Change in valuation allowance	$	1		$	—
Total income tax expense	$	(23	)	$	2

Schedule of deferred tax assets and liabilities

	December 31,
	2022			2021
Deferred tax assets:
Net operating loss	$	165		$	164
Property and equipment		11			11
Inventory		148			148
Deferred revenue		12			—
Total deferred tax assets	$	336		$	323
Valuation allowance		(324	)		(323	)
Net deferred tax assets	$	12		$	—

Deferred tax liabilities:
481(a) deferred revenue		(5	)		—
Total deferred tax liabilities	$	(5	)	$	—
Net deferred tax asset (liability)	$	7			—

Unit-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of unit option activity

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (000’s)
Outstanding as of December 31, 2021	3,043,000		$	1.00	6.4		(791,180	)
Granted	550,000			4.81	9.9		—
Exercised	(5,500	)		1.00	8.7		—
Forfeited/Cancelled	(234,500	)		1.00	8.7		—
Balance as of December 31, 2022	3,353,000		$	1.63	8.90	$	10,643,900
Exercisable as of December 31, 2022	1,195,550		$	1.00	8.71	$	4,543,090

Schedule of weighted-average grant-date fair value

	Weighted- Average Grant Date Fair Value
Non-vested as of December 31, 2021	$	0.30
Granted		3.07
Vested		0.30
Forfeited		0.30
Non-vested as of December 31, 2022	$	1.01

Schedule of weighted average fair value of black-scholes

	December 31,
	2022		2021
Expected unit price volatility	65 – 70	%	45.0	%
Risk-free interest rate	2.9 – 3.6	%	0.1	%
Expected annual dividend yield	—	%	—	%
Expected term (years)	6.50		1.04

Earnings Per Unit (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per share

	Year Ended December 31,
	2022			2021
	(in thousands, except per unit data)
Basic and diluted:
Net loss	$	(6,405	)	$	(35,648	)
Weighted-average common shares outstanding		122,501,241			122,500,000
Basic and diluted net loss per unit	$	(0.05	)	$	(0.29	)

Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Information [Abstract]

Schedule of supplemental cash flow information

	Year Ended December 31,
	2022			2021
Supplemental cash flow information:
Cash paid for interest, net	$	1,013		$	230
Cash paid for Texas margin tax	$	—		$	—
Accrued capital expenditures	$	(38	)	$	—

Organization, Business Operations, Proposed Business Combination and Going Concern (Details) - Inflection Point Acquisition Corp. [Member]	1 Months Ended					12 Months Ended
	Sep. 16, 2022 USD ($) shares	Aug. 16, 2022 USD ($) $ / shares shares	Oct. 29, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 24, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Aug. 04, 2022 USD ($)	Mar. 08, 2022 USD ($)
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Number of share (in Shares) \| shares					1
Subject to adjustment price per share (in Dollars per share) \| $ / shares					$ 11.5
Aggregate amount						$ 279,884,314
Purchased units percentage						100.00%
Aggregate founder shares (in Shares) \| shares						1,625,000
Founder shares price						$ 9,680,000
Founder shares price per share (in Dollars per share) \| $ / shares						$ 5.96
Transaction costs amounted						$ 26,658,313
Underwriting commissions						4,595,000
Deferred underwriting commissions						11,541,250
Excess fair value of founder shares						9,680,125
Other offering cost						841,938
Allocation for over-allotment option						23,439
Over-allotment option						24,538,134
Subject to redemption, allocated						$ 2,096,740
Sale of Units price			$ 29,750,000
Units price per share (in Dollars per share) \| $ / shares			$ 10
Fair market value percentage						80.00%
Public per share (in Dollars per share) \| $ / shares						$ 10
Tax payable						$ 100,000
Voting rights						three
Convertible Preferred Stock percentage						10.00%
New intuitive machines						$ 700,000,000
Consideration and structure, description						In particular, the business combination consideration received by the Intuitive Machines Members comprised of 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).The 10,000,000 Earn Out Units received by the applicable Intuitive Machines Members are 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 date of Closing and ending on the date that is the five (5) year anniversary of the date of Closing. 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.
Price per share (in Dollars per share) \| $ / shares			$ 10		$ 10	$ 10.1843
Aggregate shares (in Shares) \| shares		26,000
Cumulative convertible percentage		10.00%
Warrant purchase		$ 541,667
Exercise price (in Dollars per share) \| $ / shares		$ 15
TRA holders rate						85.00%
Cash tax rate						85.00%
TRA holder exchanges rate						5.00%
Deferred tax asset						$ 169,200,000
Deferred tax liability						$ 147,200,000
Price per share (in Dollars per share) \| $ / shares						$ 10
Liability						$ 99,700,000
New issue of intuitive machines	$ 50,000,000
Shares issued (in Shares) \| shares	100,000
Ordinary shares issued (in Shares) \| shares						2,900,000
Operating bank account						$ 14,932
Working capital						4,082,477		$ 500,000
Aggregate loans				$ 250,000
Convert amount						$ 1,000,000
Conversion price per share (in Dollars per share) \| $ / shares						$ 1
Convert price per share (in Dollars per share) \| $ / shares						$ 11.5
Outstanding amount						$ 625,000
Gross proceeds			$ 595,000			$ 34,000,000
Preferred Stock [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Preferred stock par value (in Dollars per share) \| $ / shares						$ 0.0001
IPO [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Private placement warrants (in Shares) \| shares					30,000,000
Price per share (in Dollars per share) \| $ / shares					$ 10
Aggregate amount						$ 11,541,250
Investors purchased shares						2,900,000
Sale of Units price					$ 300,000,000
Units price per share (in Dollars per share) \| $ / shares					$ 10
Redeem public share percentage						100.00%
Price per share (in Dollars per share) \| $ / shares					$ 10
Over-Allotment Option [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Purchase an additional shares (in Shares) \| shares			2,975,000		4,500,000
Additional gross proceeds price			$ 29,750,000
Forfeited shares (in Shares) \| shares			1,525,000
Class A Ordinary Shares [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Ordinary shares, par value (in Dollars per share) \| $ / shares					$ 0.0001
Subject to redemption, allocated						$ 2,096,740
Common stock par value (in Dollars per share) \| $ / shares						$ 0.0001
Voting rights						one
Price per share (in Dollars per share) \| $ / shares						$ 17.5
Ordinary shares exercised (in Shares) \| shares						27,481,818
Class A Ordinary Shares [Member] \| IPO [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Ordinary shares exercised (in Shares) \| shares						23,332,500
Class B Ordinary Shares [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Ordinary shares, par value (in Dollars per share) \| $ / shares						$ 0.0001
Common stock par value (in Dollars per share) \| $ / shares						0.0001
Class C Ordinary Shares [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Common stock par value (in Dollars per share) \| $ / shares						$ 0.0001
Series A Preferred Stock [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Preferred stock par value (in Dollars per share) \| $ / shares		$ 0.0001
Convertible Preferred Stock percentage		10.00%
Sponsor [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Borrowing amount							$ 1,000,000
TRA Holders [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
TRA holder exchanges rate						5.00%
Price per share (in Dollars per share) \| $ / shares						$ 10
Business combination [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Number of share (in Shares) \| shares						1
Aggregate amount						$ 279,884,314
Cash at a price (in Dollars per share) \| $ / shares						$ 10.18
Business combination [Member] \| IPO [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Aggregate amount						$ 322,300,000
Interest in purchase of shares percentage						9.90%
Investors purchased units (in Shares) \| shares						29,540,000
Purchased units percentage						98.50%
Business combination [Member] \| Over-Allotment Option [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Forfeited shares (in Shares) \| shares			1,525,000
Business combination [Member] \| Private Placement [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Private placement warrants (in Shares) \| shares						6,250,000
Price per share (in Dollars per share) \| $ / shares						$ 1
Business combination [Member] \| Class A Ordinary Shares [Member] \| Private Placement [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Price per share (in Dollars per share) \| $ / shares						$ 11.5
Business combination [Member] \| Sponsor [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Purchase an additional shares (in Shares) \| shares			595,000
Additional gross proceeds price			$ 595,000
Proposed public offering units (in Shares) \| shares						6,250,000
Business combination [Member]
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items]
Initial business combination description						The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
Business combination percentage						50.00%

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	May 25, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Description of unit split				in accordance with the amended and restated limited liability company agreement of IM, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit (the “Unit Split”). The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, all share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Unit Split.
Revenue percentage		10.00%
Annual goods percentage		10.00%
Accounts payable balance percentage		21.00%
Cash and cash equivalents		$ 25,800,000
Working capital deficit		53,500,000
Gross proceeds		34,100,000
Counterparty purchase amount		50,000,000
Income tax benefit		(23,000)	$ 2,000
Income tax expense		$ 0	$ 0
Vesting term		5 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accounts payable balance percentage			17.00%
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accounts payable balance percentage			13.00%
U.S. Federal [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Income tax benefit		$ 23,000
Income tax expense		$ 2,000
Customer One [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Total revenue percentage		83.00%	83.00%
Customer Two [Member] \| Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Total revenue percentage		35.00%	40.00%
Customer Two [Member] \| Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Total revenue percentage		14.00%	30.00%
One major supplier [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Total goods and services purchased		63.00%	42.00%
Inflection Point Acquisition Corp. [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage		$ 250,000
Public Offering amounted		26,658,313
Underwriting commissions		4,595,000
Deferred underwriting commissions		11,541,250
Excess fair value of founder shares		9,680,125
Other offering costs		841,938
Allocated to the over-allotment option		23,439
Ordinary shares not subject to redemption		$ 2,096,740
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)				100,000
Class A Ordinary Shares [Member] \| Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)				100,000
Class A Ordinary Shares [Member] \| Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)				1
Class A Ordinary Shares [Member] \| Inflection Point Acquisition Corp. [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)		27,481,818
Ordinary shares subject to redemption		$ 24,538,134
Ordinary shares not subject to redemption		$ 2,096,740
Redemption of shares (in Shares)		31,588,011
Redemption rights (in Shares)	1,386,989
Class A Ordinary Shares [Member] \| Inflection Point Acquisition Corp. [Member] \| IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate of shares (in Shares)		23,332,500

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A [Member]
Numerator:
Allocation of net income (loss)	$ (152,326)	$ (174,998)
Denominator:
Basic and diluted weighted-average shares outstanding	32,975,000	9,322,714
Basic and diluted net income (loss) per share	$ 0	$ (0.02)
Class B [Member]
Numerator:
Allocation of net income (loss)	$ (38,082)	$ (140,513)
Denominator:
Basic and diluted weighted-average shares outstanding	8,243,750	7,485,546
Basic and diluted net income (loss) per share	$ 0	$ (0.02)

Summary of Significant Accounting Policies (Details) - Schedule of Class A ordinary shares subject to possible redemption - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Class AOrdinary Shares Subject to Possible Redemption [Abstract]
Gross proceeds from IPO and partial exercise of over-allotment option		$ 329,750,000
Less: proceeds from shares not subject to redemption		(13,869,890)
Less:
Proceeds allocated to public warrants		(11,995,753)
Over-allotment liability		(281,301)
Ordinary share issuance costs		(24,538,134)
Plus:
Remeasurement of carrying value to redemption value		36,815,188
Class A ordinary shares subject to redemption	$ 320,719,698	$ 315,880,110
Plus:
Remeasurement of carrying value to redemption value	$ 4,839,588

Public Offering (Details) - Inflection Point Acquisition Corp. [Member] - USD ($)		1 Months Ended		12 Months Ended
	Nov. 27, 2022	Oct. 29, 2021	Sep. 24, 2021	Dec. 31, 2022	Dec. 31, 2021
Public Offering (Details) [Line Items]
Price per unit (in Dollars per share)		$ 10	$ 10	$ 10.1843
Initial business combination expire			5 years	5 years
Aggregate gross proceeds (in Dollars)		$ 29,750,000
Additional discount (in Dollars)				$ 595,000
Deferred discount per unit sold (in Dollars per share)				$ 0.35
Aggregate amount (in Dollars)				$ 279,884,314
Public warrants outstanding shares				16,487,500	16,487,500
Private warrants outstanding shares				6,845,000	6,845,000
Redemption of warrants, description				Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00Once the warrants become exercisable, the Company may redeem the outstanding warrants:• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before it sends the notice of redemption to the warrant holders.
IPO [Member]
Public Offering (Details) [Line Items]
Shares Issued			30,000,000
Price per unit (in Dollars per share)			$ 10
Purchase of unit				2,900,000
Aggregate amount (in Dollars)				$ 11,541,250
Underwriting commission (in Dollars)	$ 11,541,250
Over-Allotments [Member]
Public Offering (Details) [Line Items]
Purchase of unit		2,975,000		4,500,000
Forfeited shares		1,525,000
Additional underwriting fee (in Dollars)				$ 4,000,000
Class A Ordinary Shares [Member]
Public Offering (Details) [Line Items]
Price per unit (in Dollars per share)				$ 17.5
Exercise price (in Dollars per share)				$ 11.5
Class A Ordinary Shares [Member] \| IPO [Member]
Public Offering (Details) [Line Items]
Exercise price (in Dollars per share)			$ 11.5
Business combination [Member]
Public Offering (Details) [Line Items]
Business combination, description				Further, if: (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors 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 Public Offering), and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the 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.

Private Placement (Details) - Inflection Point Acquisition Corp. [Member] - USD ($)	1 Months Ended	11 Months Ended	12 Months Ended
	Oct. 29, 2021	Dec. 31, 2021	Dec. 31, 2022
Private Placement (Details) [Line Items]
Purchase of warrants		1,386,989
Aggregate purchase price amount			$ 6,250,000
Aggregate gross proceeds	$ 595,000		$ 34,000,000
IPO Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Purchase of warrants			6,250,000
Price per share			$ 1
Over-Allotment Private Placement Warrants [Member]
Private Placement (Details) [Line Items]
Additional units purchased	595,000
Price per share	$ 1

Related Party Transactions (Details) - USD ($)					1 Months Ended					12 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 05, 2021	Feb. 03, 2021	Feb. 02, 2021	Nov. 12, 2020	Oct. 29, 2021	Sep. 30, 2021	Sep. 25, 2021	Sep. 24, 2021	Sep. 21, 2021	Dec. 31, 2022	Dec. 31, 2021	Aug. 04, 2022
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares (in Shares)										234,500
Revenue										$ 1,600,000	$ 800,000
Accounts receivable related parties										800,000	300,000
Other expenses										2,100,000	300,000
Affiliate revenue payable related to engineering services										$ 400,000	200,000
Inflection Point Acquisition Corp. [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)										$ 5.96
Sponsor forfeited (in Shares)					381,250
Fair value of founder shares										$ 9,680,000
Borrowed under the promissory note								$ 188,805
Working capital aggregate						$ 250,000
Description of Working capital note										Up to an aggregate of $1,500,000 outstanding under the Working Capital Loans may be convertible into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant at the option of the lender, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans, unless they are converted into warrants. In the event that an Initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.
Warrant description										The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Working Capital Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants.
Outstanding under working capital loans										$ 625,000	0
Administrative service fees									$ 15,000
Administrative service fees										180,000	48,000
Compensation services										150,000	40,000
Fees amount										41,667	0
Related party transactions										112,480	63,678
Due to related party										$ 112,448	1,032
Inflection Point Acquisition Corp. [Member] \| IPO [Member]
Related Party Transactions (Details) [Line Items]
Investor purchasing percentage										100.00%
Inflection Point Acquisition Corp. [Member] \| Proposed public offering [Member]
Related Party Transactions (Details) [Line Items]
Other expenses			$ 300,000
Class A Ordinary Shares [Member] \| Inflection Point Acquisition Corp. [Member]
Related Party Transactions (Details) [Line Items]
Non-redemption shares (in Shares)						1,386,989
COS [Member] \| Inflection Point Acquisition Corp. [Member]
Related Party Transactions (Details) [Line Items]
Services rendered							$ 12,500
Founder Share [Member] \| Inflection Point Acquisition Corp. [Member]
Related Party Transactions (Details) [Line Items]
Sponsor payment		$ 25,000
Price per share (in Dollars per share)		$ 0.003
Description of stock split	the Company effected a 1.2 to 1 share recapitalization with respect to its Class B ordinary shares, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares.
Aggregate of founder shares (in Shares)										1,625,000
Price per share (in Dollars per share)										$ 12
Founder Share [Member] \| Inflection Point Acquisition Corp. [Member] \| Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares (in Shares)	1,125,000
Founder Share [Member] \| Class B Ordinary Shares [Member] \| Inflection Point Acquisition Corp. [Member]
Related Party Transactions (Details) [Line Items]
Offering and formation costs in consideration (in Shares)		7,187,500
Sponsor [Member] \| Inflection Point Acquisition Corp. [Member]
Related Party Transactions (Details) [Line Items]
Sponsor agreed to loan												$ 1,000,000
Kingstown [Member] \| Inflection Point Acquisition Corp. [Member]
Related Party Transactions (Details) [Line Items]
Forward purchase shares (in Shares)									5,000,000
Kingstown [Member] \| Class A Ordinary Shares [Member] \| Inflection Point Acquisition Corp. [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)									$ 10
Forward purchase shares (in Shares)									5,000,000
Kingstown [Member] \| Private Placement [Member] \| Inflection Point Acquisition Corp. [Member]
Related Party Transactions (Details) [Line Items]
Agreement amount									$ 50,000,000
KBR, Inc. [Member]
Related Party Transactions (Details) [Line Items]
Affiliate revenue payable related to engineering services										$ 1,900,000	1,300,000
Ownership rate				10.00%
Accounts receivable										300,000	200,000
X Energy, LLC [Member]
Related Party Transactions (Details) [Line Items]
Affiliate accounts payable related to energy expenses										100,000	0
Penumbra, LLC [Member]
Related Party Transactions (Details) [Line Items]
Expenses with related to management fees										$ 100,000	$ 200,000

Commitments and Contingencies (Details) - Inflection Point Acquisition Corp. [Member] - USD ($)	1 Months Ended		12 Months Ended
	Nov. 27, 2022	Sep. 24, 2021	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Registration rights agreement, description			Pursuant to the registration rights agreement and assuming $1,500,000 of Working Capital Loans are converted into additional warrants, the Company will be obligated to register up to 21,588,750 Class A ordinary shares and 8,345,000 warrants. The number of Class A ordinary shares includes (i) 8,243,750 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Forward Purchase Shares, (iii) 6,845,000 Class A ordinary shares underlying the Private Placement Warrants and (iv) 1,500,000 Class A ordinary shares underlying the warrants issuable upon conversion of Working Capital Loans. The number of warrants includes 6,845,000 Private Placement Warrants and 1,500,000 additional warrants issuable upon the conversion of Working Capital Loans.
Underwriting discount per unit		2.00%
Underwriting discount value		$ 4,000,000
Aggregate of units (in Shares)		10,000,000
Deferred underwriting discount			3.50%
Deferred underwriting commission	$ 11,541,250
Additional paid-in capital	$ 11,541,250
Deferred underwriting fee payable			$ 0	$ 11,541,250
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Additional purchase of units (in Shares)			4,500,000
Underwriting fee			$ 595,000
Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds			$ 11,541,250

Shareholders' Equity (Details) - Inflection Point Acquisition Corp. [Member] - USD ($)			12 Months Ended
	Mar. 05, 2021	Feb. 03, 2021	Dec. 31, 2022	Dec. 31, 2021	Oct. 29, 2021
Shareholders' Equity (Details) [Line Items]
Preference shares, shares authorized			5,000,000	5,000,000
Preference shares, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Preference shares outstanding
Preference shares issued
Common stock voting rights			three
Ordinary shares subject to possible redemption			31,588,011
Price per share (in Dollars per share)			$ 0.35
Shares outstanding percentage			20.00%
Preferred Stock [Member]
Shareholders' Equity (Details) [Line Items]
Preference shares outstanding
Preference shares issued
Class A Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Ordinary shares authorized			500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Common stock voting rights			one
Ordinary shares issued			1,386,989	1,386,989
Ordinary shares outstanding			1,386,989	1,386,989
Ordinary shares subject to possible redemption			31,588,011	31,588,011
Class B Ordinary Shares [Member]
Shareholders' Equity (Details) [Line Items]
Ordinary shares authorized			50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Ordinary shares issued			8,243,750	8,243,750
Ordinary shares outstanding			8,243,750	8,243,750
Sponsor paid (in Dollars)		$ 25,000
Price per share (in Dollars per share)		$ 0.003
Offering costs (in Dollars)		$ 7,187,500
Founder shares issued	8,625,000
Aggregate shares			1,125,000
Sponsor [Member]
Shareholders' Equity (Details) [Line Items]
Forfeited shares					381,250

Fair Value Measurements (Details) - $ / shares	1 Months Ended	12 Months Ended
Fair Value Measurements (Details) - $ / shares	Oct. 29, 2021	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) [Line Items]
Probability of equity financing percentage		0.00%	45.00%
Probability of liquidity percentage		95.00%	50.00%
Probability of dissolution event percentage		5.00%	5.00%
Discount rate percentage		16.40%	9.60%
Liquidity event term		3 months	1 year
Dissolution events term		1 year	2 years
Volatility percentage			65.00%
Equity financing term			6 months
Inflection Point Acquisition Corp. [Member]
Fair Value Measurements (Details) [Line Items]
Purchase an additional units (in Shares)	2,975,000
Share per value (in Dollars per share)	$ 10

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Level 1 [Member] \| Inflection Point Acquisition Corp. [Member]
Schedule of Assets that are Measured at Fair Value [Abstract]
Marketable securities held in Trust Account	$ 334,589,588	$ 329,755,798

Fair Value Measurements (Details) - Schedule of Level 3 fair value measurement inputs - Inflection Point Acquisition Corp. [Member] - $ / shares	1 Months Ended
	Oct. 29, 2021	Sep. 24, 2021	Dec. 31, 2022
Schedule of Level 3 Fair Value Measurement Inputs [Abstract]
Stock Price (in Dollars per share)	$ 10	$ 10	$ 10.1843
Exercise Price (in Dollars per share)	$ 10	$ 10
Volatility	4.50%	4.40%
Term (years)	10 days	1 month 13 days
Dividend Yield	0.00%	0.00%
Risk Free Rate-Daily Treasury Yield Curve	0.08%	0.06%

Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 over-allotment liability - Fair Value, Inputs, Level 3 [Member] - Inflection Point Acquisition Corp. [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule of Changes in the Fair Value of the Level 3 Over-Allotment Liability [Abstract]
Fair value as of January 27, 2021
Initial measurement on September 24, 2021	281,301
Change in fair value at October 29, 2021	(148,449)
Fair value of expired over-allotment option at November 8, 2021	(45,022)
Partial exercise of over-allotment liability at October 29, 2021	(87,830)
Fair value as of December 31, 2021

Subsequent Events (Details) - USD ($)	12 Months Ended
Subsequent Events (Details) - USD ($)	Dec. 31, 2022	Feb. 13, 2023	Oct. 29, 2021	Sep. 24, 2021
Inflection Point Acquisition Corp. [Member]
Subsequent Events (Details) [Line Items]
Price per share (in Dollars per share)	$ 10.1843		$ 10	$ 10
Aggregate amount (in Dollars)	$ 279,884,314
Business combination, shares	1,250,000
Inflection Point Acquisition Corp. [Member] \| Maximum [Member]
Subsequent Events (Details) [Line Items]
Business combination, shares	1,250,000
Class A Ordinary Shares [Member] \| Inflection Point Acquisition Corp. [Member]
Subsequent Events (Details) [Line Items]
Ordinary shares exercised	27,481,818
Price per share (in Dollars per share)	$ 17.5
Forecast [Member]
Subsequent Events (Details) [Line Items]
Closing cash (in Dollars)		$ 34,100,000

Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of assets	12 Months Ended
	Dec. 31, 2022
Leasehold improvements [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Useful Life	1 year
Leasehold improvements [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Useful Life	7 years
Vehicles and trailers [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Useful Life	3 years
Vehicles and trailers [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Useful Life	5 years
Computers and software [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Useful Life	3 years
Furniture and fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Useful Life	5 years
Machinery and equipment [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Useful Life	3 years
Machinery and equipment [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Useful Life	7 years

Revenue (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue (Details) [Line Items]
Amortization expense				$ 43,300	$ 45,700
Revenue recognized				31,400	30,500
Variable consideration				0	0
Potential amount				8,100	7,800
Changes in contract price				11,100
Estimated contract costs					11,700
Contract anticipated percentage	100.00%
Other current liabilities				$ 15,178	3,292
Remaining performance obligations description				the aggregate amount of the transaction price allocated to remaining fixed price performance obligations was $101.4 million. The Company expects to recognize revenue on approximately 80-85% of the remaining performance obligations over the next 12 months, 15-20% recognized in 2024 and the remaining thereafter. Remaining performance obligations do not include variable consideration that was determined to be constrained as of December 31, 2022.
Contract [Member]
Revenue (Details) [Line Items]
Other current liabilities				$ 400	$ 3,900
First Contract [Member]
Revenue (Details) [Line Items]
Contract percentage				96.00%	83.00%
Second Contract [Member]
Revenue (Details) [Line Items]
Variable consideration				$ 0
Potential amount				$ 8,400	$ 8,400
Contract percentage				32.50%	4.00%
Contract anticipated percentage		100.00%	85.00%
Estimated contract losses				$ 9,900	$ 18,500
Third Contract [Member]
Revenue (Details) [Line Items]
Loss on contracts					$ 0
Estimated contract costs				$ 6,000
Contract percentage					69.10%
Contract anticipated percentage				100.00%
Estimated contract losses				$ 1,900
Cumulative Favorable [Member]
Revenue (Details) [Line Items]
Loss on contracts				9,300
Cumulative Unfavorable Changes [Member]
Revenue (Details) [Line Items]
Loss on contracts					$ 31,500
Favorable [Member]
Revenue (Details) [Line Items]
Estimated contract costs				$ 4,700
Unfavorable Changes [Member]
Revenue (Details) [Line Items]
Estimated contract costs					$ 19,300

Revenue (Details) - Schedule of disaggregated revenue - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue by Contract Type
Fixed price amount	$ 80,801	$ 68,487
Fixed price percentage	94.00%	94.00%
Time and materials amount	$ 5,145	$ 4,063
Time and materials percentage	6.00%	6.00%
Total	$ 85,946	$ 72,550
Total	100.00%	100.00%

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.2)
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

+ Details

Revenue (Details) - Schedule of contract assets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Contract Assets
Deferred contract costs	$ 6,633	$ 1,800
Unbilled receivables	347	44
Total	$ 6,979	$ 1,844

Revenue (Details) - Schedule of contract liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Contract liabilities – current
Deferred revenue	$ 39,831	$ 31,644
Contract loss provision	10,120	12,001
Accrued launch costs	6,705	5,984
Total contract liabilities – current	56,656	49,629
Contract liabilities – long-term
Contract loss provision	2,188	10,530
Total contract liabilities – long-term	2,188	10,530
Total contract liabilities	$ 58,844	$ 60,159

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Property and equipment	$ 1,100	$ 800
Property and equipment net book value	20,300	4,700
Construction costs	10,300
Leases cost	7,300
Construction in progress	$ 247	$ 33

Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 24,098	$ 7,972
Less: accumulated depreciation and amortization	(2,922)	(2,123)
Property and equipment, net	21,176	5,849
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,544	1,527
Vehicles and trailers [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	129	129
Computers and software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,673	1,306
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	794	766
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,211	1,962
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 17,747	$ 2,282

Leases (Details) - USD ($) $ in Millions	12 Months Ended
Leases (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases (Details) [Line Items]
Lease terms	8 months
Reimburse		$ 40.0
Capitalized construction	$ 10.3
Corresponding financing obligation	$ 9.1
Lease agreement term	20 years
Optional renewal periods	5 years
Right-of-use assets and corresponding lease liabilities	$ 3.1
Leasehold improvement costs	$ 10.3	$ 0.0
Minimum [Member]
Leases (Details) [Line Items]
Lease terms	16 months
Maximum [Member]
Leases (Details) [Line Items]
Lease terms	250 months

Leases (Details) - Schedule of total lease expense - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Total Lease Expense [Abstract]
Operating lease cost	$ 721	$ 478
Total lease cost	$ 721	$ 478

Leases (Details) - Schedule of cash flow information related to operating leases - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Cash Flow Information Related to Operating Leases [Abstract]
Cash flow from operating activities	$ 832	$ 633
Weighted Average Lease Term (months)	155 months	59 months
Weighted average discount rate	5.70%	6.00%

Leases (Details) - Schedule of balance sheet information related to operating leases - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Balance Sheet Information Related to Operating leases [Abstract]
Long-term right-of-use assets	$ 4,829	$ 1,829
Current lease liabilities	725	514
Long-term lease liabilities	5,078	2,371
Total operating lease liabilities	$ 5,803	$ 2,885

Leases (Details) - Schedule of estimated future undiscounted cash flows for operating leases $ in Thousands	Dec. 31, 2022 USD ($)
Schedule of Estimated Future Undiscounted Cash Flows for Operating Leases [Abstract]
2023	$ 858
2024	916
2025	768
2026	706
2027	219
Thereafter	5,681
Total undiscounted lease payments	9,148
Less: imputed interest	3,345
Present value of lease liabilities	$ 5,803

Debt (Details) - USD ($) $ in Thousands							1 Months Ended		12 Months Ended
Debt (Details) - USD ($) $ in Thousands	Jul. 14, 2022	Dec. 03, 2021	Apr. 04, 2021	Dec. 08, 2020	Apr. 07, 2020	Dec. 12, 2019	Aug. 24, 2021	Apr. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Debt (Details) [Line Items]
Weighted-average interest rate									6.55%	5.25%
Credit mobilization facility				$ 1,000		$ 12,000		$ 12,000	$ 20,000	$ 12,000
Outstanding loans				$ 400		$ 1,000
Line of credit rate				6.00%		6.00%
Line of credit variable rate				2.00%
Credit facility line of credit, description	we entered into the Second Amended and Restated Loan Agreement with Live Oak Banking Company which provided an $8.0 million mobilization credit facility with a loan maturity of July 14, 2024 and extended the maturity date of our existing $12.0 million mobilization credit facility to November 14, 2023. The $8.0 million mobilization credit facility requires early payment of principal upon the completion of certain mission milestones. If the milestones are completed, principal payments of $4.1 million and $3.9 million would be due prior to loan maturity in 2023 and 2024, respectively. The $12.0 million mobilization credit facility requires principal payments of $8.0 million on August 15, 2023 and $4.0 million on November 14, 2023. The mobilization credit facilities bear interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2% and (b) 5%. The mobilization credit facilities require the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company.
Outstanding loans										$ 100
Paycheck Protection Program [Member]
Debt (Details) [Line Items]
Loan proceeds			$ 1,800		$ 1,800
First Insurance Funding [Member]
Debt (Details) [Line Items]
Line of credit rate									5.90%
Loan proceeds		$ 100					$ 100

Debt (Details) - Schedule of outstanding debt - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Outstanding Debt [Abstract]
Credit Mobilization Facility	$ 20,000	$ 12,000
First Insurance Funding Loan		108
Principal amount of long-term debt	20,000	12,108
Less: deferred financing costs	(39)
Less: current maturities	(16,098)	(12,108)
Long-term debt, net of current maturities	$ 3,863

- Definition

The carrying value as of the balance sheet date of the noncurrent portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Research and development description	Research and development expenses must be amortized over five years for research performed in the U.S. and 15 years for research performed outside the U.S. Although Congress is considering legislation that would defer the amortization requirement to later years, it is not certain that the provision will be repealed or otherwise modified
Corporate alternative minimum tax	15.00%
Excise tax percentage	1.00%
Effective tax rates	(0.36%)	0.01%
U.S. statutory tax rate	21.00%	21.00%
Federal net operating loss carryforwards (in Dollars)	$ 787

Income Taxes (Details) - Schedule of income tax provision - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal
State	(16)	2
Total current	(16)	2
Deferred:
Federal
State	(7)
Total deferred	(7)
Total income tax provision	$ (23)	$ 2

Income Taxes (Details) - Schedule of income tax provision computed at the company’s effective tax rate - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Income Tax Provision Computed at the Company’s Effective Tax Rate [Abstract]
Loss before income taxes	$ (6,428)	$ (35,646)
Statutory income tax rates	21.00%	21.00%
Expected income tax benefit	$ (1,349)	$ (7,486)
Nontaxable entity	1,348	7,486
State income tax expense	(23)	2
Change in valuation allowance	1
Total income tax expense	$ (23)	$ 2

Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net Operating Loss	$ 165	$ 164
Property and equipment	11	11
Inventory	148	148
Deferred Revenue	12
Total deferred tax assets	336	323
Valuation allowance	(324)	(323)
Net deferred tax assets	12
Deferred tax liabilities:
481(a) Deferred Revenue	(5)
Total deferred tax liabilities	(5)
Net Deferred Tax Asset (Liability)	$ 7

Safe Agreements (Details) - USD ($) $ in Millions	12 Months Ended
Safe Agreements (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Safe Agreements (Details) [Line Items]
Proceeds from agreements	$ 4.3	$ 13.0
Equity financing transaction percentage	90.00%
Series X Convertible Preferred Stock [Member]
Safe Agreements (Details) [Line Items]
Safe agreements shares (in Shares)		555,556
Aviation value		$ 1.5

Members' Equity (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	May 25, 2021
Members' Equity (Details) [Line Items]
Common units, issued	122,505,500	122,500,000
Common units, outstanding	122,505,500	122,500,000
Minimum [Member]
Members' Equity (Details) [Line Items]
Per unit (in Dollars per share)	$ 1
Maximum [Member]
Members' Equity (Details) [Line Items]
Per unit (in Dollars per share)		$ 0.00001
Class A Ordinary Shares [Member]
Members' Equity (Details) [Line Items]
Unit share			100,000
Common units, issued	122,505,500	122,505,500
Common units, outstanding	122,500,000	122,500,000
Class A Ordinary Shares [Member] \| Minimum [Member]
Members' Equity (Details) [Line Items]
Unit share			1
Class A Ordinary Shares [Member] \| Maximum [Member]
Members' Equity (Details) [Line Items]
Unit share			100,000
Class B Ordinary Shares [Member]
Members' Equity (Details) [Line Items]
Authorized to issue	6,125,000
Shares issued	5,500	5,500
Shares outstanding	0	0

Unit-Based Compensation (Details) - USD ($) $ in Millions	12 Months Ended
Unit-Based Compensation (Details) - USD ($) $ in Millions	Dec. 31, 2022	May 25, 2021
Share-Based Payment Arrangement [Abstract]
Pursuant shares		6,125,000
Estimated unrecognized	$ 1.6
Weighted average period	1 year 10 months 24 days

Unit-Based Compensation (Details) - Schedule of unit option activity	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Schedule of Unit Option Activity [Abstract]
Number of Options Outstanding, Beginning Balance (in Shares) \| shares	3,043,000
Weighted Average Exercise Price Outstanding, Beginning Balance	$ 1
Weighted Average Remaining Contractual Term (Years) Outstanding Beginning Balance	6 years 4 months 24 days
Aggregate Intrinsic Value (000’s) Outstanding, Beginning Balance (in Dollars) \| $	$ (791,180)
Number of Options, Ending Balance (in Shares) \| shares	3,353,000
Weighted Average Exercise Price, Ending Balance	$ 1.63
Weighted Average Remaining Contractual Term (Years), Ending Balance	8 years 10 months 24 days
Aggregate Intrinsic Value (000’s), Ending Balance (in Dollars) \| $	$ 10,643,900
Number of Options, Exercisable during period (in Shares) \| shares	1,195,550
Weighted Average Exercise Price, Exercisable during period	$ 1
Weighted Average Remaining Contractual Term (Years), Exercisable during period	8 years 8 months 15 days
Aggregate Intrinsic Value (000’s), Exercisable during period (in Dollars) \| $	$ 4,543,090
Number of Options, Granted (in Shares) \| shares	550,000
Weighted Average Exercise Price, Granted	$ 4.81
Weighted Average Remaining Contractual Term (Years), Granted	9 years 10 months 24 days
Aggregate Intrinsic Value (000’s), Granted (in Dollars) \| $
Number of Options, Exercised (in Shares) \| shares	(5,500)
Weighted Average Exercise Price, Exercised	$ 1
Weighted Average Remaining Contractual Term (Years), Exercised	8 years 8 months 12 days
Aggregate Intrinsic Value (000’s), Exercised (in Dollars) \| $
Number of Options, Forfeited/Cancelled (in Shares) \| shares	(234,500)
Weighted Average Exercise Price, Forfeited/Cancelled	$ 1
Weighted Average Remaining Contractual Term (Years), Forfeited/Cancelled	8 years 8 months 12 days
Aggregate Intrinsic Value (000’s), Forfeited/Cancelled

Unit-Based Compensation (Details) - Schedule of weighted-average grant-date fair value	12 Months Ended
	Dec. 31, 2022 $ / shares
Schedule of Weighted Average Grant Date Fair Value [Abstract]
Weighted - Average Grant Date Fair Value, Non-vested at Begining	$ 0.3
Weighted - Average Grant Date Fair Value, Granted	3.07
Weighted - Average Grant Date Fair Value, Vested	0.3
Weighted - Average Grant Date Fair Value, Forfeited	0.3
Weighted - Average Grant Date Fair Value, Non-vested at Ending	$ 1.01

Unit-Based Compensation (Details) - Schedule of weighted average fair value of black-scholes	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Unit-Based Compensation (Details) - Schedule of weighted average fair value of black-scholes [Line Items]
Expected unit price volatility		45.00%
Risk-free interest rate		0.10%
Expected annual dividend yield
Expected term (years)	6 years 6 months	1 year 14 days
Minimum [Member]
Unit-Based Compensation (Details) - Schedule of weighted average fair value of black-scholes [Line Items]
Expected unit price volatility	65.00%
Risk-free interest rate	2.90%
Maximum [Member]
Unit-Based Compensation (Details) - Schedule of weighted average fair value of black-scholes [Line Items]
Expected unit price volatility	70.00%
Risk-free interest rate	3.60%

Fair Value Measurements (Details) - Schedule of fair value of assets and liabilities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Liabilities
Frequency of Measurement	Recurring	Recurring
SAFE Agreement liabilities	$ 18,314	$ 13,973
Total liabilities measured at fair value	18,314	13,973
Level 1 [Member]
Liabilities
SAFE Agreement liabilities
Total liabilities measured at fair value
Level 2 [Member]
Liabilities
SAFE Agreement liabilities
Total liabilities measured at fair value
Level 3 [Member]
Liabilities
SAFE Agreement liabilities	18,314	13,973
Total liabilities measured at fair value	$ 18,314	$ 13,973

Fair Value Measurements (Details) - Schedule of rollforward of the company’s SAFE agreement liabilities $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule of Rollforward of the Company’s SAFE Agreement Liabilities [Abstract]
Balance, beginning	$ 13,973
Additions	4,250
Change in fair value	91
Balance, ending	$ 18,314

Earnings Per Unit (Details) - shares	12 Months Ended
Earnings Per Unit (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Weighted-average number of units outstanding	122,501,241	122,500,000

Earnings Per Unit (Details) - Schedule of basic and diluted net loss per share - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Basic and diluted:
Net loss	$ (6,405)	$ (35,648)
Weighted-average common shares outstanding Basic (in Shares)	122,501,241	122,500,000
Basic and diluted net loss per unit	$ (0.05)	$ (0.29)

Earnings Per Unit (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Basic and Diluted Net Loss Per Share [Abstract]
Weighted-average common shares outstanding Diluted (in Shares)	122,501,241	122,500,000
Diluted net loss per unit	$ (0.05)	$ (0.29)

- Definition

+ References

+ Details

Variable Interest Entity (Details) $ in Millions	12 Months Ended
Variable Interest Entity (Details) $ in Millions	Dec. 31, 2022 USD ($)
Variable Interest Entity (Details) [Line Items]
Joint Venture interest percentage	51.00%
Total assets	$ 1.3
Total liabilities	$ 1.3
Variable Interest Entity [Member]
Variable Interest Entity (Details) [Line Items]
Joint Venture interest percentage	49.00%

Supplemental Cash Flow Information (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Supplemental cash flow information:
Cash paid for interest, net	$ 1,013	$ 230
Cash paid for Texas margin tax
Accrued capital expenditures	$ (38)