0001213900-23-035715.txt : 20230502 0001213900-23-035715.hdr.sgml : 20230502 20230502190042 ACCESSION NUMBER: 0001213900-23-035715 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230213 FILED AS OF DATE: 20230502 DATE AS OF CHANGE: 20230502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ghaffarian Enterprises, LLC CENTRAL INDEX KEY: 0001965259 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 23881093 BUSINESS ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: (301) 358-5600 MAIL ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ghaffarian Kamal Seyed CENTRAL INDEX KEY: 0001963529 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 23881094 MAIL ADDRESS: STREET 1: C/O INTUITIVE MACHINES STREET 2: 3700 BAY AREA BLVD. CITY: HOUSTON STATE: TX ZIP: 77058 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GM Enterprises, LLC CENTRAL INDEX KEY: 0001965320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 23881092 BUSINESS ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: (301) 358-5600 MAIL ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Intuitive Machines KG Parent, LLC CENTRAL INDEX KEY: 0001965283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40823 FILM NUMBER: 23881091 BUSINESS ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: (301) 358-5600 MAIL ADDRESS: STREET 1: 801 THOMPSON AVENUE CITY: ROCKVILLE STATE: MD ZIP: 20852 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 STATE OF INCORPORATION: DE 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 X0407 4 2023-02-13 0 0001844452 Intuitive Machines, Inc. LUNR 0001963529 Ghaffarian Kamal Seyed 5937 SUNNYSLOPE DRIVE NAPLES FL 34119 1 1 1 0 Executive Chairman 0001965259 Ghaffarian Enterprises, LLC 801 THOMPSON AVENUE ROCKVILLE MD 20852 0 0 1 0 0001965320 GM Enterprises, LLC 801 THOMPSON AVENUE ROCKVILLE MD 20852 0 0 1 0 0001965283 Intuitive Machines KG Parent, LLC 801 THOMPSON AVENUE ROCKVILLE MD 20852 0 0 1 0 0 Class C Common Stock 2023-02-13 4 A 0 42015518 A 42015518 I See footnotes Class C Common Stock 2023-04-28 4 J 0 1541510 A 43557028 I See footnotes Common Units 2023-02-13 4 A 0 48181559 A Class A Common Stock 48181559 48181559 I See footnotes Series A Preferred Stock 2023-02-13 4 A 0 5000 A Class A Common Stock 416667 5000 I See footnotes Warrants 15.00 2023-02-13 4 A 0 104167 A 2023-02-13 2028-02-13 Class A Common Stock 104167 104167 I See footnotes Represents securities received as part of the Issuer's business combination, in connection with that certain Business Combination Agreement, dated September 16, 2022 (the "Business Combination Agreement"), by and between the Issuer (formerly, Inflection Point Acquisition Corp.) and Intuitive Machines, LLC, pursuant to which the Issuer acquired registered equity securities, became the managing member of Intuitive Machines, LLC, and issued voting equity securities without economic rights to the existing members of Intuitive Machines, LLC (the "Business Combination"). These securities were previously reported on a Form 3 filed by the Reporting Persons. Upon the redemption of any Common Units, a number of shares of Class C Common Stock equal to the number of Common Units that are redeemed will automatically be cancelled for no consideration. Following the transactions reported herein, represents (i) 2,026,015 Common Units and shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,393,824 Common Units and shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and (iii) 40,137,189 Common Units and shares of Class C Common Stock held of record by Ghaffarian Enterprises, LLC. Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of Ghaffarian Enterprises, LLC, GM Enterprises, LLC and Intuitive Machines KG Parent, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership except to the extent of his pecuniary interest therein. Represents shares of Class C Common Stock acquired at par value in connection with vesting of earn out units. The Common Units of Intuitive Machines, LLC may be redeemed for shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder. The Common Units do not expire. Includes (i) 215,106 earn out units held of record by GM Enterprises, LLC, (ii) 147,985 earn out units held of record by Intuitive Machines KG Parent, LLC and (iii) 4,261,440 earn out units held of record by Ghaffarian Enterprises, LLC, each of which is subject to forfeiture provisions described in the Business Combination Agreement. The Series A Preferred Stock may be converted at the holder's option into shares of the Issuer's Class A Common Stock on a 1-to-83.3333 basis and only to the extent that doing so would not result in the holder becoming the beneficial owner of more than 9.99% of the then-outstanding Class A Common Stock, in accordance with the terms of the Certificate of Designation governing the Series A Preferred Stock. Represents a combination of Series A Preferred Stock and Warrants purchased for aggregate consideration of $5 million, pursuant to a private placement in connection with the consummation of the Business Combination. These securities were previously reported on a Form 3 filed by the Reporting Persons. Represents securities held of record by Ghaffarian Enterprises, LLC. The holder of the Warrants may exercise such Warrants only to the extent that doing so would not result in the holder becoming the beneficial owner of more than 9.99% of the then-outstanding Class A Common Stock, in accordance with the terms of the Class A Common Stock Purchase Warrant. Kamal Ghaffarian, By: /s/ Steven Vontur, Attorney-in-Fact 2023-05-02 Ghaffarian Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact 2023-05-02 GM Enterprises, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact 2023-05-02 Intuitive Machines KG Parent, LLC, By: Kamal Ghaffarian, trustee of its sole member, By: /s/ Steven Vontur, Attorney-in-Fact 2023-05-02