0001213900-23-011743.txt : 20230214 0001213900-23-011743.hdr.sgml : 20230214 20230214203143 ACCESSION NUMBER: 0001213900-23-011743 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230210 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHANON GUY CENTRAL INDEX KEY: 0001458422 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 23633204 MAIL ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLITZER MICHAEL CENTRAL INDEX KEY: 0001458423 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 23633205 MAIL ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KINGSTOWN CAPITAL MANAGEMENT L.P. CENTRAL INDEX KEY: 0001458425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 23633207 BUSINESS ADDRESS: STREET 1: 34 EAST 51ST STREET, 5TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212)319-1309 MAIL ADDRESS: STREET 1: 34 EAST 51ST STREET, 5TH FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KINGSTOWN MANAGEMENT GP LLC CENTRAL INDEX KEY: 0001458426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 23633206 BUSINESS ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (212)319-1309 MAIL ADDRESS: STREET 1: 1270 BROADWAY, SUITE 1009 CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Intuitive Machines, Inc. CENTRAL INDEX KEY: 0001844452 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 34 EAST 51ST STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 319-1309 MAIL ADDRESS: STREET 1: 34 EAST 51ST STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Inflection Point Acquisition Corp. DATE OF NAME CHANGE: 20210204 4 1 ownership.xml X0306 4 2023-02-10 0 0001844452 Intuitive Machines, Inc. LUNR 0001458425 KINGSTOWN CAPITAL MANAGEMENT L.P. C/O KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK NY 10016 0 0 1 1 See Remarks 0001458426 KINGSTOWN MANAGEMENT GP LLC C/O KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK NY 10016 0 0 1 1 See Remarks 0001458423 BLITZER MICHAEL C/O KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK NY 10016 1 0 1 0 0001458422 SHANON GUY C/O KINGSTOWN CAPITAL MANAGEMENT L.P. 167 MADISON AVENUE, SUITE 205 #1033 NEW YORK NY 10016 0 0 1 0 Class A Common Stock 2023-02-10 4 M 0 8243750 A 8243750 I By Inflection Point Holdings LLC Class A Common Stock 2900000 I By Kingstown 1740 Fund L.P. Class B ordinary shares, par value $0.0001 per share 2023-02-10 4 M 0 8243750 0 D Class A ordinary shares, par value $0.0001 per share 8243750 0 I By Inflection Point Holdings LLC Warrants to purchase Class A Common Stock 11.50 2023-02-13 4 A 0 6845000 1.00 A 2023-03-15 2028-02-13 Class A Common Stock, par value $0.0001 per share 6845000 6845000 I By Inflection Point Holdings LLC Warrants to purchase Class A Common Stock 11.50 2023-02-13 4 P 0 1450000 A 2023-03-15 2028-02-13 Class A Common Stock, par value $0.0001 per share 1450000 1450000 I By Kingstown 1740 Fund L.P. Series A Preferred Stock, par value $0.0001 per share 12.00 2023-02-13 4 A 0 21000 A Class A Common Stock, par value $0.0001 per share 1750000 3200000 I By Kingstown 1740 Fund L.P. Warrants to purchase Class A common Stock 15.00 2023-02-13 4 A 0 437500 A 2023-02-13 2028-02-13 Class A Common Stock, par value $0.0001 per share 437500 3637500 I By Kingstown 1740 Fund L.P. In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. or "Inflection Point") and Intuitive Machines, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No.333-253963). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis. Inflection Point Holdings LLC (the "Sponsor") is the holder of such securities. The Sponsor has filed a separate Form 4 in connection with the transactions described herein. Kingstown Capital Management, L.P. ("KCM") is the manager of the Sponsor and shares voting and investment discretion with respect to the securities held by the Sponsor. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the securities held by the Sponsor. Each of KMGP, KCM, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. Kingstown 1740 Fund, L.P. ("Kingstown 1740") is the holder of the securities reported herein. KCM is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the securities held by Kingstown 1740. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the ordinary shares held by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the ordinary shares held by Kingstown 1740. Kingstown 1740 and KCP have filed a separate Form 4 in connection with the transactions described herein. Each of KCM, KMGP, KCP, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Kingstown 1740 other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. The Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. 6,845,000 Warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering. The Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. 1,450,000 Warrants were initially acquired in the form of 2,900,000 units in the Issuer's initial public offering, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, for $10.00 per unit. Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date. The exercise price of the Preferred Investor Warrants, and the number shares of Class A common stock issuable upon exercise of the Preferred Investor Warrants is subject to adjustment as described under the heading "Description of New Intuitive Machines' Securities" in the Issuer's registration statement on Form S-4 (File No. 333-267846). Pursuant to the Certificate of Designation, Kingstown 1740 has opted for a 9.99% beneficial ownership blocker, pursuant to which it may not convert its shares of Series A Stock into shares of Class A common stock to the extent that, upon giving effect to such conversion, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Pursuant to the terms of the Preferred Investor Warrants, Kingstown 1740 has opted for a 9.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. KCM and KMGP may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer is a member of the board of directors of the Issuer. Guy Shanon stepped down from the board of directors of the Issuer in connection with Closing. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. /s/ Russell Deutsch, Attorney-in-Fact for Kingstown Capital Management, L.P. 2023-02-14 /s/ Russell Deutsch, Attorney-in-Fact for Kingstown Management GP LLC 2023-02-14 /s/ Russell Deutsch, Attorney-in-Fact for Michael Blitzer 2023-02-14 /s/ Russell Deutsch, Attorney-in-Fact for Guy Shanon 2023-02-14 EX-99.1 2 ea173600ex99-1_intuitive.htm JOINT FILER INFORMATION

Exhibit 99.1

 

Joint Filer Information

 
Name of Joint Filer: Kingstown Capital Management L.P.
   
Address of Joint Filer: 167 Madison Avenue, Suite 205 #1033
  New York, NY 10016
   
Relationship of Joint Filer to Issuer: 10% Owner, Director by deputization
   
Issuer Name and Ticker or Trading Symbol: Intuitive Machines, Inc. [LUNR]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 02/10/2023
   
Name of Joint Filer: Kingstown Management GP LLC
   
Address of Joint Filer: c/o Kingstown Capital Management, L.P.
  167 Madison Avenue, Suite 205 #1033
  New York, NY 10016
   
Relationship of Joint Filer to Issuer: 10% Owner, Director by deputization
   
Issuer Name and Ticker or Trading Symbol: Intuitive Machines, Inc. [LUNR]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 02/10/2023
   
Name of Joint Filer: Michael Blitzer
   
Address of Joint Filer: c/o Kingstown Capital Management, L.P.
  167 Madison Avenue, Suite 205 #1033
  New York, NY 10016
   
Relationship of Joint Filer to Issuer: 10% Owner, Director
   
Issuer Name and Ticker or Trading Symbol: Intuitive Machines, Inc. [LUNR]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 02/10/2023
   
Name of Joint Filer: Guy Shanon
   
Address of Joint Filer: c/o Kingstown Capital Management, L.P.
  167 Madison Avenue, Suite 205 #1033
  New York, NY 10016
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: Intuitive Machines, Inc. [LUNR]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 02/10/2023