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