- Intuitive Machines is a diversified space exploration,
infrastructure, and services company with marquee contracts
supporting space exploration and NASA’s $93 billion Artemis
program.
- Intuitive Machines is a leading participant in NASA’s
Commercial Lunar Payload Services initiative, having been awarded
contracts for three missions to date, more than any other
contractor.
- For its first mission scheduled for no earlier than Q1 2023, an
Intuitive Machines lunar lander, launched on a SpaceX Falcon 9
Rocket, is expected to transport government and commercial payloads
to the surface of the Moon, marking the United States’ first return
to the Moon since NASA’s last Apollo mission in 1972.
- Intuitive Machines currently has $188 million in contracted
backlog and expects to generate approximately $102 million in
revenue in 2022.
- Pro forma implied enterprise value of the combined company is
approximately $815 million, representing a 2.8x EV / projected 2023
revenue multiple.
- Intuitive Machines is expected to have a pro forma equity value
of more than $1 billion, assuming there are no redemptions by
IPAX's public stockholders.
- $55 million in committed capital and a $50 million equity
facility has been secured in conjunction with the business
combination with Inflection Point which Intuitive Machines expects
will fund its business plan to profitability over the next 2-3
years.
- Intuitive Machines’ shareholders will roll 100% of their
existing equity holdings into the combined company.
Intuitive Machines, LLC (“Intuitive Machines” or the “Company”),
a leading space exploration, infrastructure, and services company
founded in 2013, and Inflection Point Acquisition Corp. (Nasdaq:
IPAX, IPAXU, IPAXW) (“Inflection Point”), a special purpose
acquisition company, today announced that they have signed a
definitive business combination agreement that will result in
Intuitive Machines becoming publicly listed.
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(Photo: Intuitive Machines)
Upon the closing of the transaction, the combined company will
be named Intuitive Machines Inc., and its securities will be listed
on Nasdaq.
“As the United States plans its return to the Moon after a
50-year absence, Intuitive Machines is excited to play a critical
role in providing technologies and services to establish long-term
lunar infrastructure and commerce,” said Kam Ghaffarian, Ph. D.,
Co-Founder and Executive Chairman of Intuitive Machines. “What’s
different this time is that the U.S. government has astutely chosen
to utilize partnerships with the private sector to accomplish its
goals more quickly and more cost-effectively,” he said.
“The objective is to create a thriving commercial ecosystem for
space for the benefit of civilization,” said Dr. Ghaffarian. “This
has created a massive secular growth opportunity for space as an
industry. We have already seen companies such as SpaceX seize this
moment and achieve fantastic results, and we are all still in the
very early days of this new phase of space exploration, with
tremendous growth potential ahead.”
Intuitive Machines is developing advanced space technologies
including propulsion systems, lunar mobility vehicles, power
plants, and human systems. The Company’s technical capabilities
support four distinct business units:
- Lunar Access Services, which will utilize the Company’s
proprietary lunar lander to fly scientific, commercial and
infrastructure equipment and systems to the lunar surface for both
government and commercial clients.
- Lunar Data Services, which will leverage its six strategically
positioned ground stations across Earth and a planned lunar
constellation to facilitate the provision of secure lunar
communications, navigation and imagery.
- Orbital Services, which will operate missions and develop
technologies enabling space logistics including satellite
rideshare, repositioning, refueling and orbital debris
removal.
- Space Products and Infrastructure, which will develop and
provide propulsion systems, navigation systems, specialty
engineering services, lunar mobility, power infrastructure (Fission
Surface Power) and human systems.
The U.S. government is heavily committed to space – the NASA
budget for 2022 is $24 billion and the U.S. Space Force saw a 26%
year over year increase in its projected 2023 budget to $24.5
billion. The accessible Total Addressable Market (TAM) for
Intuitive Machines is approximately $120 billion over the next
decade, with approximately $105 billion in lunar services
(2021-2030), according to the 2022 Moon Markets Analysis by
Northern Sky Research (NSR), and approximately $14 billion in earth
orbital services (2022-2031), according to NSR’s IoSM reports in
2021 and 2022.
“We are in a leading position in the development of lunar space,
to be for the Moon what steamships, toll roads and rail companies
were to Earth economies,” said Steve Altemus, Co-Founder,
President, and Chief Executive Officer of Intuitive Machines. “Each
successive mission will allow us to extend our advantage as we
deliver satellites to lunar orbit, deliver systems to the lunar
surface and collect critical scientific and engineering data. We
expect this will create an incredibly strong competitive position
for the Company in just a few years and be a foundation of U.S.
space exploration, a national asset.”
The Company forecasts annual revenue of $102 million for 2022
rising to $291 million for 2023, underpinned by a material contract
backlog of $188 million as of June 2022, the majority of which is
with the federal government.
“We are building on a nearly 10-year operating history, a solid
foundation of contracted business, a highly capital efficient model
and fiscal discipline, hallmarks we intend to continue,” said Erik
Sallee, CFO of Intuitive Machines. “We believe we are positioning
ourselves to continue to aggressively grow our already significant
book of contracted business by going where the customers are today
to deploy our high reliability space systems and expand our product
offerings to the commercial market. As we increase our commercial
business mix over time and provide more services based offerings,
we see a clear path to industry leading margins within a three year
time horizon. ”
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., which the Company
expects will fund the business plan to profitability over the next
2-3 years.
“We are proud to be partnering with Intuitive Machines at a
pivotal point in the Company’s history,” said Michael Blitzer,
Co-CEO of Inflection Point. “This transaction will provide the
capital to execute on the rapidly growing demand for the Company’s
proprietary technologies and services with key government and
commercial customers.”
“The history of commercial technological innovation is that
great companies dominate their markets and then extend into and
lead new ones,” said Guy Shanon, Co-CEO of Inflection Point. “This
is what Intuitive Machines is doing,” he explained. “The Company
already has a sizable opportunity just from government contracting
activity. We believe the upside from what is to come as the Moon
becomes more traveled and better understood as a strategic defense
asset and a basecamp for exploring the rest of the solar system is
a generational opportunity.”
Transaction Overview
Pursuant to the transaction, Inflection Point, which currently
holds approximately $330 million of cash in trust, including $29
million of committed capital from an affiliate of its sponsor, will
combine with Intuitive Machines. 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, assuming no redemptions by
Inflection Point’s existing shareholders.
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 and the receipt of certain governmental and regulatory
approvals, and is expected to be completed in the first quarter of
2023.
For a summary of the material terms of the transaction, as well
as a copy of the business combination agreement and supplemental
investor presentation, please see the Current Report on Form 8-K to
be filed by Inflection Point with the SEC available at www.sec.gov
and on Intuitive Machines’ website at
www.intuitivemachines.com/investors. Additional information about
the proposed transaction will be described in the registration
statement relating to the transaction, which Inflection Point will
file with the SEC.
Advisors
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.
Latham & Watkins LLP is serving as legal advisor to
Intuitive Machines, and White & Case LLP is serving as legal
advisor to Inflection Point. DLA Piper LLP (US) is serving as legal
counsel to Cantor Fitzgerald & Co.
Investor Conference Call
Intuitive Machines and Inflection Point Acquisition Corp. will
host a joint investor conference call to discuss the business and
the proposed transaction today, September 16, 2022 at 8:30 AM
ET.
To listen to the conference call via telephone dial (877)
451-6152 (U.S.) or (201) 389-0879 (international callers/U.S. toll)
and enter the conference ID number 13732928. To listen to the
webcast, please click here. A telephone replay will be available
until Friday, September 30, 2022 at (844) 512-2921 using the
conference ID number 13732928.
For Investor Relations, including a copy of the presentation as
filed with the SEC, please visit the Intuitive Machines website at
www.intuitivemachines.com/investors or the SEC’s website at
www.sec.gov.
About Intuitive Machines
We are a diversified space company focused on space exploration.
We supply space products and services to support sustained robotic
and human exploration to the Moon, Mars, and beyond. Our products
and services are offered through our four business units: Lunar
Access Services, Orbital Services, Lunar Data Services, and Space
Products and Infrastructure. For more information, please visit
intuitivemachines.com
About Inflection Point Acquisition Corp.
Inflection Point Acquisition Corp. (Nasdaq: IPAX, IPAXU, IPAXW)
is a blank check company formed for the purpose of identifying and
partnering with North American and European businesses in the
consumer and technology sectors. Inflection Point’s financial
sponsor is an affiliate of Kingstown Capital Management, LP, an
investment firm with AUM from some of the world’s largest
endowments and foundations and more than 15 years of operating
history. For more information, please visit:
inflectionpointacquisition.com.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Intuitive Machines and Inflection Point (the “Business
Combination”). This press release does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
Business Combination, Inflection Point will file a registration
statement on Form S-4 (the “Registration Statement”) with the SEC,
which will include a preliminary proxy statement/prospectus to be
distributed to holders of Inflection Point’s ordinary shares in
connection with Inflection Point’s solicitation of proxies for the
vote by Inflection Point’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 filed and declared effective,
Inflection Point will mail a copy of the definitive proxy
statement/prospectus, when available, to its shareholders. The
Registration Statement will include information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to Inflection Point’s shareholders in
connection with the Business Combination. Inflection Point will
also file other documents regarding the Business Combination with
the SEC. Before making any voting decision, investors and security
holders of Inflection Point 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 Inflection Point through the website
maintained by the SEC at www.sec.gov. In addition, the documents
filed by Inflection Point may be obtained free of charge from
Inflection Point’s website at www.inflectionpointacquisition.com or
by written request to Inflection Point at Inflection Point
Acquisition Corp., 34 East 51st Street, 5th Floor, New York, NY
10022.
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the Business Combination, including statements regarding the
benefits of the Business Combination, the anticipated timing of the
Business Combination, the services offered by Intuitive Machines
and the markets in which it operates, and Intuitive Machines’
projected future results. 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
Inflection Point’s securities, (ii) the risk that the Business
Combination may not be completed by Inflection Point’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by
Inflection Point, (iii) the failure to satisfy the conditions to
the consummation of the Business Combination, including the receipt
of the requisite approvals of Inflection Point’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 Inflection Point related to the agreement and plan of
merger or the Business Combination, (viii) the ability to maintain
the listing of Inflection Point’s securities on Nasdaq, (ix) the
price of Inflection Point’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
Inflection Point’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 Inflection
Point 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 Inflection Point 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
Inflection Point 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 Inflection Point gives any assurance that either Intuitive
Machines or Inflection Point, respectively, will achieve its
expectations.
Participants in the Solicitation
Inflection Point and Intuitive Machines and their respective
directors and officers may be deemed to be participants in the
solicitation of proxies from Inflection Point’s shareholders in
connection with the Business Combination. Information about
Inflection Point’s directors and executive officers and their
ownership of Inflection Point’s securities is set forth in
Inflection Point’s filings with the SEC. To the extent that
holdings of Inflection Point’s securities have changed since the
amounts printed in Inflection Point’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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