Inflection Point Acquisition Corp. (Nasdaq: IPAX, IPAXU, IPAXW)
(“Inflection Point”), a publicly traded special purpose acquisition
company, today announced that its Registration Statement on Form
S-4 relating to the previously announced business combination (the
“Business Combination”) with Intuitive Machines, LLC (“Intuitive
Machines” or the “Company”), a leading space exploration,
infrastructure, and services company founded in 2013, has been
declared effective by the U.S. Securities and Exchange Commission
(“SEC”).
Inflection Point will mail the definitive proxy
statement/prospectus relating to the Business Combination (the
“Proxy Statement”) to stockholders of record as of the close of
business on January 10, 2023.
An extraordinary general meeting of Inflection Point’s
shareholders (the “Meeting”) to approve, among other items, the
proposed Business Combination is scheduled to be held on February
8, 2023 at 11:00 a.m. New York City time. The Meeting will be held
at the offices of White & Case LLP, located at 1221 Avenue of
the Americas, New York, NY 10020, and virtually via live webcast at
https://www.cstproxy.com/inflectionpointacquisition/2023. If the
proposals at the Meeting are approved, Inflection Point and
Intuitive Machines anticipate that the Business Combination will
close and the post-closing company will be renamed “Intuitive
Machines, Inc.” and its stock and warrants will continue to be
listed on Nasdaq under the new ticker symbols “LUNR” and “LUNRW”,
respectively, shortly thereafter, subject to the satisfaction or
waiver, as applicable, of all other closing conditions.
Every stockholder’s vote is important, regardless of the number
of shares held. Accordingly, Inflection Point requests that each
stockholder complete, sign, date and return a proxy card (online or
by mail, in accordance with the instructions provided in the Proxy
Statement) as soon as possible and by no later than 11:59 p.m.
Eastern Time on February 7, 2023, to ensure that the stockholder’s
shares will be represented at the Meeting. Stockholders who hold
shares in “street name” (i.e. those stockholders whose shares are
held of record by a broker, bank or other nominee) should contact
their broker, bank or nominee to ensure that their shares are
voted.
If any individual Inflection Point stockholder does not receive
the Proxy Statement, such stockholder should (i) confirm his or her
Proxy Statement’s status with his or her broker or (ii) contact
Morrow Sodali LLC, Inflection Point’s proxy solicitor, for
assistance via e-mail at mailto:
IPAX.info@investor.morrowsodali.com or toll-free call at (800)
662-5200. Banks and brokers can place a collect call to Morrow
Sodali at (203) 658-9400.
“We are excited to have achieved this milestone in the
transaction process and are pleased to announce the date for the
Extraordinary General Meeting of Inflection Point stockholders,”
said Michael Blitzer, Co-CEO of Inflection Point. “We are confident
Intuitive Machines will continue leading the development of the
lunar and broader space economies as a public company.”
About Intuitive Machines
Intuitive Machines is a diversified space company focused on
space exploration. Intuitive Machines supplies space products and
services to support sustained robotic and human exploration to the
Moon, Mars, and beyond. Intuitive Machines’ products and services
are offered through its 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
Inflection Point 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. For more information, please
visit inflectionpointacquisition.com.
Additional Information and Where to Find It
This press release relates to 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 (as amended by Amendment No. 1 to the
Registration Statement, filed on December 1, 2022, Amendment No. 2
to the Registration Statement, filed on December 23, 2022,
Amendment No. 3 to the Registration Statement, filed on January 12,
2023, and Amendment No. 4 to the Registration Statement, filed on
January 20, 2023), 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. Now that the Registration Statement has been declared
effective, Inflection Point will mail a copy of the Proxy Statement
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 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 may 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 business combination
agreement 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 and Amendment No. 1 to the
Registration Statement filed with the SEC on December 1, 2022,
Amendment No. 2 to the Registration Statement, filed on December
23, 2022, Amendment No. 3 to the Registration Statement, filed on
January 12, 2023, and Amendment No. 4 to the Registration
Statement, filed on January 20, 2023, the proxy
statement/prospectus contained therein, the Proxy Statement 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 (as
amended), the proxy statement/prospectus contained therein, the
Proxy Statement 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
regarding the Business Combination. You may obtain free copies of
these documents as described in the preceding paragraphs.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230125005289/en/
For investor inquiries please contact:
investors@intuitivemachines.com
For media inquiries please contact:
press@intuitivemachines.com
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