Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on September 21, 2021, Inflection Point Acquisition
Corp. (the "Company") entered into a Forward Purchase Agreement (the "Forward
Purchase Agreement") with Kingstown 1740 Fund, L.P. and Kingfishers L.P.
(collectively the "Purchaser" and together with the Company the "Parties"). The
Purchaser is an affiliate of certain officers and directors of the Company and
of the Company's sponsor, Inflection Point Holdings LLC. Pursuant to the Forward
Purchase Agreement, the Purchaser agreed to purchase up to 5,000,000 of the
Company's Class A ordinary shares for $10.00 per share, or an aggregate amount
of up to $50,000,000, in a private placement that would close concurrently with
the closing of the Company's initial business combination, provided that the
Purchaser's commitment under the Forward Purchase Agreement was subject to
approval of its investment committee prior to the closing of the Company's
initial business combination and the Company had the right, in its sole
discretion, to reduce the number of shares that the Purchaser may purchase
pursuant to the Forward Purchase Agreement.
In light of the execution of the Securities Purchase Agreement by and between
the Company, Intuitive Machines, LLC, Kingstown 1740 Fund, L.P. and certain
other investors, dated as of September 16, 2022 ("Securities Purchase
Agreement"), as previously disclosed, the Company does not intend to ask the
Purchaser to purchase, and the Purchaser does not intend to purchase, any shares
under the Forward Purchase Agreement. Accordingly, on November 30, 2022, the
Parties entered into a termination agreement (the "Termination Agreement") to
terminate the Forward Purchase Agreement.
The foregoing description of the Termination Agreement, the Forward Purchase
Agreement and the Securities Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the Termination Agreement,
previously filed as Exhibit 10.14 to the Company's Registration Statement on
Form S-4/A (File No. 333-267846) filed with the Securities and Exchange
Commission on December 1, 2022, the Forward Purchase Agreement, previously filed
as Exhibit 10.6 to the Company's Current Report on Form 8-K dated September 24,
2021, and the Securities Purchase Agreement, previously filed as Exhibit 10.5 to
the Company's Current Report on Form 8-K dated September 16, 2022, respectively,
and are incorporated herein by reference.
Additional Information and Where to Find It
This filing relates to a proposed transaction between Intuitive Machines, LLC
("Intuitive Machines") and the Company (the "Business Combination"). In
connection with the Business Combination, the Company has filed a registration
statement on Form S-4 (the "Registration Statement")with the SEC, which includes
a preliminary proxy statement/prospectus to be distributed to holders of the
Company's ordinary shares in connection with the Company's solicitation of
proxies for the vote by the Company's shareholders with respect to the Business
Combination and other matters as described in the Registration Statement, as
well as a prospectus relating to the offer of securities to be issued to
Intuitive Machines equity holders in connection with the Business Combination.
After the Registration Statement has been declared effective, the Company will
mail a copy of the definitive proxy statement/prospectus, when available, to its
shareholders. The Registration Statement includes information regarding the
persons who may, under the SEC rules, be deemed participants in the solicitation
of proxies to the Company's shareholders in connection with the Business
Combination. The Company will also file other documents regarding the Business
Combination with the SEC. Before making any voting decision, investors and
security holders of the Company and Intuitive Machines are urged to read the
Registration Statement, the proxy statement/prospectus contained therein, and
all other relevant documents filed or that will be filed with the SEC in
connection with the Business Combination as they become available because they
will contain important information about the Business Combination.
Investors and security holders will be able to obtain free copies of the
Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by the Company through the
website maintained by the SEC at www.sec.gov. In addition, the documents filed
by the Company may be obtained free of charge from the Company's website at
www.inflectionpointacquisition.com or by written request to the Company at
Inflection Point Acquisition Corp., 34 East 51st Street, 5th Floor, New York, NY
10022.
1
No Offer or Solicitation
This filing is for informational purposes only and shall neither constitute an
offer to sell nor the solicitation of an offer to buy any securities, nor a
solicitation of a proxy, vote, consent or approval in any jurisdiction in
connection with the Business Combination, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such jurisdictions. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act, or
an exemption therefrom.
Forward-Looking Statements
This filing contains certain forward-looking statements within the meaning of
the federal securities laws with respect to the Business Combination. These
forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be," "will
continue," "will likely result," and similar expressions. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties that could cause the actual results to differ
materially from the expected results. Many factors could cause actual future
events to differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the Business
Combination may not be completed in a timely manner or at all, which may
adversely affect the price of the Company's securities, (ii) the risk that the
Business Combination may not be completed by the Company's business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by the Company, (iii) the failure to satisfy the
conditions to the consummation of the Business Combination, including the
receipt of the requisite approvals of the Company's shareholders and Intuitive
Machines' equity holders, respectively, and the receipt of certain governmental
and regulatory approvals, (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the business combination
agreement, (v) the effect of the announcement or pendency of the Business
Combination on Intuitive Machines' business relationships, performance, and
business generally, (vi) risks that the Business Combination disrupts current
plans of Intuitive Machines and potential difficulties in Intuitive Machines
employee retention as a result of the Business Combination, (vii) the outcome of
any legal proceedings that may be instituted against Intuitive Machines or
against the Company related to the agreement and plan of merger or the Business
Combination, (viii) the ability to maintain the listing of the Company's
securities on Nasdaq, (ix) the price of the Company's securities may be volatile
due to a variety of factors, including changes in the competitive and highly
regulated industries in which Intuitive Machines plans to operate, variations in
performance across competitors, changes in laws and regulations affecting
Intuitive Machines' business and changes in the combined capital structure, (x)
the ability to implement business plans, forecasts, and other expectations after
the completion of the Business Combination and identify and realize additional
opportunities, (xi) the impact of the global COVID-19 pandemic, (xii) the market
for commercial human spaceflight has not been established with precision, it is
still emerging and may not achieve the growth potential Intuitive Machines
expects or may grow more slowly than expected, (xiii) space is a harsh and
unpredictable environment where Intuitive Machines' products and service
offerings are exposed to a wide and unique range of environmental risks, which
could adversely affect Intuitive Machines' launch vehicle and spacecraft
performance, (xiv) Intuitive Machines' business with various governmental
entities is subject to the policies, priorities, regulations, mandates and
funding levels of such governmental entities and may be negatively or positively
impacted by any change thereto, (xv) Intuitive Machines' limited operating
history makes it difficult to evaluate its future prospects and the risks and
challenges they may encounter and (xvi) other risks and uncertainties described
in the Company's registration statement on Form S-1 (File No. 333-253963), which
was originally filed with the SEC on September 21, 2021 (the "Form S-1"), in its
Annual Report on Form 10-K for the year ended 2021 and its subsequent Quarterly
Reports on Form 10-Q, the Registration Statement, the proxy statement/prospectus
contained therein, and any other documents filed by the Company from time to
time with the SEC. The foregoing list of factors is not exhaustive. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by investors as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of the Form S-1,
the Annual Report on Form 10-K for the year ended 2021, the Quarterly Reports on
Form 10-Q, the Registration Statement, the proxy statement/prospectus contained
therein, and the other documents filed by the Company from time to time with the
SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those
contained in the forward-looking statements. These risks and uncertainties may
be amplified by the COVID-19 pandemic, which has caused significant economic
uncertainty. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements,
and Intuitive Machines and the Company assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by securities and
other applicable laws. Neither Intuitive Machines nor the Company gives any
assurance that either Intuitive Machines or the Company, respectively, will
achieve its expectations.
2
Participants in the Solicitation
The Company and Intuitive Machines and their respective directors and officers
may be deemed to be participants in the solicitation of proxies from the
Company's shareholders in connection with the Business Combination. Information
about the Company's directors and executive officers and their ownership of the
Company's securities is set forth in the Company's filings with the SEC. To the
extent that holdings of the Company's securities have changed since the amounts
printed in the Company's Annual Report on Form 10-K for the year ended 2021,
such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Additional information regarding the interests of
those persons and other persons who may be deemed participants in the Business
Combination may be obtained by reading the proxy statement/prospectus regarding
the Business Combination when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
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