Intuitive Machines, LLC executed a letter of intent to acquire Inflection Point Acquisition Corp. (NasdaqCM:IPAX) from Kingstown Capital Management, LP, Hudson Bay Capital Management LP, HGC Investment Management Inc., Nabahz Investors, LLC, Farallon Capital Management, L.L.C., Taconic Capital Partners and others for approximately $680 million in a reverse merger transaction on May 12, 2022. Intuitive Machines, LLC signed a definitive agreement to acquire Inflection Point Acquisition Corp. from a group of shareholders in a reverse merger transaction on September 16, 2022. The pro forma implied enterprise value of the combined company is approximately $815 million. Intuitive Machines' existing equity security holders are expected to hold approximately 62% of the issued and outstanding shares of common stock of the combined company immediately following the consummation of the transaction. The combined company has secured $55 million of committed capital from entities affiliated with Inflection Point's sponsor and from a founder of Intuitive Machines, in addition to a $50 million equity facility provided by CF Principal Investments LLC, an affiliate of Cantor Fitzgerald & Co. Upon the closing of the transaction, the combined company will be named Intuitive Machines Inc., and its securities will be listed on Nasdaq. Effective as of the Closing, Inflection's board of directors will consist of a number of individuals to be determined by Intuitive Machines with the approval of Inflection. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Inflection Board (i) the one (1) Person that is designated by Inflection prior to the Closing, which Person shall be reasonably acceptable to Intuitive Machines, and (ii) the remaining Persons, all of whom will be designated by Intuitive Machines prior to the Closing. Upon termination of the Merger Agreement, in certain circumstances, Intuitive Machines will reimburse Inflection Point for any amounts due and owing to Inflection Point Holdings LLC, up to $1.5 million.

The board of directors of Inflection Point and the board of managers of Intuitive Machines have both unanimously approved the proposed transaction. Completion of the proposed transaction is subject to customary closing conditions, including the approval of the shareholders of Inflection Point and the members of Intuitive Machines, approval of the listing of the New Intuitive Machines Class A Common Stock on the Nasdaq, Inflection Point having at least $5,000,001 of net tangible assets, the completion of the Domestication, the substantially simultaneous closing of the PIPE Investment, the Registration Statement shall have been declared effective, Kingstown 1740 Fund L.P. shall not have exercised any redemption rights with respect to its 2.9 million Purchaser Class A Ordinary Shares and the receipt of certain governmental and regulatory approvals. As of December 2, 2022, Inflection Point Acquisition terminated the purchase agreement with Kingstown 1740 Fund, L.P. and Kingfishers L.P. related to purchase of 5 million of the Class A ordinary shares in a private placement. As of January 25, 2023, Registration Statement on Form S-4 relating to the business combination has been declared effective by the U.S. Securities and Exchange Commission. An extraordinary general meeting of Inflection Point's shareholders is scheduled to be held on February 8, 2023. As of February 8, 2023, Inflection Point Acquisition Corp.'s shareholders have approved the transaction. The deal is expected to be completed in the first quarter of 2023.

J.P. Morgan Securities LLC is serving as the exclusive financial advisor to Intuitive Machines. Cantor Fitzgerald & Co. is serving as exclusive financial advisor and capital markets advisor to Inflection Point. Cantor Fitzgerald & Co. is also serving as exclusive placement agent for the PIPE financing. Rachel W. Sheridan, Nick S. Dhesi, Tim Fenn, Michelle Carpenter, Jason Cruise, Max Hauser, Joseph Simei, Michelle Gross and Jared Grimley of Latham & Watkins LLP is serving as legal advisor to Intuitive Machines, and Joel Rubinstein and Matthew Kautz of White & Case LLP is serving as legal advisor to Inflection Point. Stephen P. Alicanti of DLA Piper LLP (US) is serving as legal counsel to Cantor Fitzgerald & Co. Inflection Point has engaged Morrow Sodali to assist in the solicitation of proxies for the extraordinary general meeting. Inflection Point has agreed to pay Morrow Sodali a fee of $40,000, plus disbursements. Latham & Watkins LLP and J.P. Morgan Securities LLC acted as due diligence providers to Intuitive Machines, LLC. White & Case LLP and Cantor Fitzgerald & Co. acted as due diligence providers to IPAX. Canaccord Genuity LLC acted as financial advisor to Intuitive Machines, LLC.

Intuitive Machines, LLC completed the acquisition of Inflection Point Acquisition Corp. (NasdaqCM:IPAX) from Kingstown Capital Management, LP, Hudson Bay Capital Management LP, HGC Investment Management Inc., Nabahz Investors, LLC, Farallon Capital Management, L.L.C., Taconic Capital Partners and others in a reverse merger transaction on February 13, 2023. In connection with the closing of the business combination, Inflection Point has been renamed “Intuitive Machines, Inc.”. Commencing at the open of trading on February 14, 2023, Intuitive Machines' common stock and warrants are expected to trade on Nasdaq under the ticker symbols “LUNR” and “LUNRW,” respectively.