Intuitive Machines, LLC (“Intuitive Machines” or the “Company”),
a leading space exploration, infrastructure, and services company
founded in 2013, which recently announced its proposed business
combination with Inflection Point Acquisition Corp. (Nasdaq: IPAX,
IPAXU, IPAXW) (“Inflection Point”), a publicly traded special
purpose acquisition company, today announced the filing of a
registration statement on Form S-4 (the "Registration Statement")
with the U.S. Securities and Exchange Commission (the “SEC”).
The Registration Statement contains a preliminary proxy
statement/prospectus in connection with the previously announced
proposed business combination. While the Registration Statement has
not yet become effective and the information therein is subject to
change, it provides important information about Intuitive Machines
and Inflection Point as well as the proposed business
combination.
As previously announced on September 16, 2022, Intuitive
Machines signed a definitive business combination agreement with
Inflection Point that is expected to result in Intuitive Machines
becoming publicly listed. Completion of the transaction is subject
to approval by Inflection Point’s shareholders, the Registration
Statement being declared effective by the SEC, and other customary
closing conditions.
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”). In connection with the Business Combination,
Inflection Point 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 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 includes 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.
No Offer or Solicitation
This press release 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 press release 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
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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version on businesswire.com: https://www.businesswire.com/news/home/20221011005026/en/
For investor inquiries:
investors@intuitivemachines.com
For media inquiries:
press@intuitivemachines.com
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