Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-267846

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
INFLECTION POINT ACQUISITION CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
AND
PROSPECTUS FOR 64,551,250 SHARES OF CLASS A COMMON STOCK
AND
23,332,500 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK OF
INFLECTION POINT ACQUISITION CORP.

(TO BE RENAMED “INTUITIVE MACHINES, INC.” FOLLOWING DOMESTICATION IN
THE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESS COMBINATION
DESCRIBED HEREIN)

The board of directors of Inflection Point Acquisition Corp., a Cayman Islands exempted company (“Inflection Point”), has unanimously approved the business combination between Inflection Point and Intuitive Machines, LLC, a Texas limited liability company (referred to herein prior to the Business Combination (as defined below) as “Intuitive Machines,” and, subsequent to the Business Combination, as “Intuitive Machines OpCo”), pursuant to which, (1) at the closing of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) and following the Domestication (as defined below), (a) Inflection Point will acquire equity securities and become the managing member of Intuitive Machines OpCo and (b) Inflection Point will issue voting equity securities without economic rights to the existing members of Intuitive Machines prior to the Closing (“Intuitive Machines Members”), pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, dated as of September 16, 2022, by and between Inflection Point and Intuitive Machines, attached to this proxy statement/prospectus as Annex A (the “Business Combination Agreement”), resulting in a combined company organized in an umbrella partnership C corporation (“Up-C”) structure, in which substantially all of the assets and the business of the combined company will be held by Intuitive Machines OpCo as more fully described elsewhere in this proxy statement/prospectus; (2) Inflection Point will domesticate (the “Domestication”) as a Delaware corporation in accordance with the Delaware General Corporation Law (“DGCL”), the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the amended and restated memorandum and articles of association of Inflection Point (as may be amended from time to time, the “Cayman Constitutional Documents”), (3) Intuitive Machines will change its jurisdiction from Texas to Delaware (the “Conversion”) and complete a recapitalization (the “Recapitalization”) whereby all outstanding equity securities of Intuitive Machines will be converted or exchanged into common units, options, and unvested earn out units, as applicable, and (4) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated (such transactions, together with the business combination and the Domestication, Conversion, and Recapitalization, the “Business Combination”). In connection with the Business Combination, Inflection Point will be renamed “Intuitive Machines, Inc.”(“New Intuitive Machines”).

Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents, each Inflection Point Class B ordinary share, par value $0.0001 per share (each an “Inflection Point Class B Ordinary Share”), then issued and outstanding will automatically convert into one Inflection Point Class A ordinary share, par value $0.0001 per share (each an “Inflection Point Class A Ordinary Share,” and together with the Inflection Point Class B Ordinary Shares, the “Inflection Point Ordinary Shares”). Immediately following such conversion, in connection with the Domestication, (a) each Inflection Point Class A Ordinary Share issued and outstanding immediately prior to the Domestication will automatically convert into one share of New Intuitive Machines Class A common stock, par value $0.0001 per share (collectively, the “New Intuitive Machines Class A Common Stock”), (b) each then issued and outstanding whole warrant to purchase one Inflection Point Class A Ordinary Share (each warrant, an “Inflection Point Warrant”) will automatically convert into a warrant to purchase one share of New Intuitive Machines Class A Common Stock on the same terms as the Inflection Point Warrants (each a “New Intuitive Machines Warrant”) and (c) each of the units of Inflection Point (the “Inflection Point Units”)outstanding as of immediately prior to the Domestication will automatically be canceled and each holder will receive one share of New Intuitive Machines Class A Common Stock and one-half of one New Intuitive Machines Warrant, per Inflection Point Unit. No fractional New Intuitive Machines Warrants will be issued upon such cancellation.

Concurrently with the Domestication and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval by Inflection Point’s shareholders, Inflection Point will adopt a certificate of incorporation (the “Proposed Certificate of Incorporation”) that, among other things, will implement a revised class structure with the shares of New Intuitive Machines Class A Common Stock having one vote per share and economic rights, the shares of Class B common stock of New Intuitive Machines, par value $0.0001 per share, having one vote per share and no economic rights (collectively, the “New Intuitive Machines Class B Common Stock”) and the shares of Class C common stock of new Intuitive Machines, par value $0.0001 per share, having three votes per share and no economic rights (collectively, the “New Intuitive Machines Class C Common Stock” and the New Intuitive Machines Class A Common Stock, the New Intuitive Machines Class B Common Stock and New Intuitive Machines Class C Common Stock, collectively, the “New Intuitive Machines Common Stock”). The Proposed Certificate of Incorporation will also authorize the issuance of “blank check” preferred stock, par value $0.0001 per share, having such characteristics as the board of directors of New Inflection Point may, from time to time, provide. The board of directors of Inflection Point will adopt a Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative Convertible Preferred Stock, creating the Series A Preferred Stock (as defined below) having the characteristics described more fully elsewhere in this proxy statement/prospectus.

As a result of the Up-C structure, the business combination consideration to be received by Intuitive Machines Members will consist of securities of both Intuitive Machines OpCo having economic rights and New Intuitive Machines having voting rights but not economic rights, equal to a value of approximately $700,000,000 (excluding the value of the Earn Out Units (as defined below)) (the “Business Combination Consideration”). In particular, the Business Combination Consideration to be received by the Intuitive Machines Members will be an aggregate of (a) (i) 68,125,987 common units of Intuitive Machines OpCo (the “Intuitive Machines OpCo Common Units”), (ii) 1,874,013 options to purchase Intuitive Machines OpCo Common Units (the “Intuitive Machines OpCo Options”) and (iii) 10,000,000 unvested earn out units of, Intuitive Machines OpCo (the “Earn Out Units”) and (b) (i) 278shares of New Intuitive Machines Class B Common Stock (excluding 1,874,013shares of New Intuitive Machines Class B Common Stock reserved for issuance upon exercise of Intuitive Machines OpCo Options) and (ii) 68,125,709shares of New Intuitive Machines Class C Common Stock (excluding 10,000,000shares of New Intuitive Machines Class C Common Stock reserved for issuance upon vesting of the Earn Out Units).

Immediately prior to the Closing, Intuitive Machines will effectuate the Recapitalization whereby all outstanding equity securities of Intuitive Machines will be converted or exchanged into Intuitive Machines OpCo Common Units, Intuitive Machines OpCo Options and Earn Out Units. As part of the Recapitalization, each outstanding option of Intuitive Machines, whether vested or unvested, will become an Intuitive Machine OpCo Option with substantially the same terms and conditions as applicable to such option immediately prior to the Recapitalization (including expiration date, vesting conditions and exercise provisions), except that each such Intuitive Machines OpCo Option shall be exercisable for Intuitive Machines OpCo Common Units.

At Closing:

(a)New Intuitive Machines will issue or cause to be issued (i) 278shares of New Intuitive Machines Class B Common Stock to the Intuitive Machines Members (other than the Intuitive Machines Founders) (as defined below)), and (ii) 68,125,709shares of New Intuitive Machines Class C Common Stock to Dr. Kamal Ghaffarian, Stephen Altemus and Timothy Crain and their permitted transferees (the “Intuitive Machines Founders”), in each case in exchange for payment from such Intuitive Machines Members to New Intuitive Machines of a per-share price equal to the par value per share of the New Intuitive Machines Class B Common Stock or New Intuitive Machines Class C Common Stock, as applicable (such consideration, the “Member Subscription Amount”), and will reserve (i) 1,874,013shares of New Intuitive Machines Class B Common Stock for issuance upon exercise of Intuitive Machines OpCo Options and (ii) 10,000,000shares of New Intuitive Machines Class C Common Stock for issuance upon vesting of the Earn Out Units;

(b)New Intuitive Machines will contribute to Intuitive Machines OpCo, an amount in cash (the “Available Closing Cash”) equal to, as of immediately prior to the Closing, the sum of (without duplication): (a) all amounts in the Trust Account, less (i) amounts required for the redemptions of Public Shares (as defined herein) by holders of such Public Shares (“Public Shareholders”) and (ii) transaction expenses of Intuitive Machines and Inflection Point, plus (b) the aggregate proceeds actually received by New Intuitive Machines from the Series A Investment (as defined herein), plus (c) the aggregate proceeds, if any, actually received

by Inflection Point or New Intuitive Machines from the sale of shares of New Intuitive Machines Class A Common Stock, one or more series of preferred stock, or convertible debt securities in a private placement consummated prior to or substantially concurrently with the Closing, plus (d) all other cash and cash equivalents of New Intuitive Machines, determined in accordance with GAAP as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date plus (e) the Member Subscription Amount in exchange for (w) a number of Intuitive Machines OpCo Common Units equal to the number of shares of New Intuitive Machines Class A Common Stock outstanding as of the Closing; (x) a number of warrants of Intuitive Machines OpCo (the “Intuitive Machines OpCo Warrants”) equal to the number of New Intuitive Machines Warrants outstanding as of the Closing; (y) a number of Series A preferred units of Intuitive Machines OpCo (the “Intuitive Machines OpCo Series A Units”) equal to the number of shares of Series A Preferred Stock (as defined below) outstanding as of the Closing and (z) a number of Intuitive Machines OpCo preferred investor warrants (the “Intuitive Machines OpCo Preferred Investor Warrants”) equal to the number of Preferred Investor Warrants (as defined below) delivered to the Series A Investors (as defined below) at the Closing;

(c)New Intuitive Machines will automatically be admitted as the managing member of Intuitive Machines OpCo in accordance with the terms of the second amended and restated limited liability company agreement of Intuitive Machines OpCo to be adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex G (the “Second A&R Operating Agreement”); and

(d)the 10,000,000 Earn Out Units will be deposited into escrow at the Closing and will be subject to vesting and will be earned, released and delivered to the applicable Intuitive Machines Members upon satisfaction of the following milestones: (i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the OMES III Contract by NASA (“Triggering Event I”)), (ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has occured and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-A”), (iii) 7,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has not occurred and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-B”), and (iv) 2,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event III occurs the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $17.50 per share (“Triggering Event III”), provided, that Triggering Event II-A and Triggering Event II-B may not both be achieved. “Earn Out Period” means (i) with respect to Triggering Event I, the time period beginning on September16, 2022 and ending at 11:59 pm ET on December 31, 2023, and (ii) with respect to Triggering Event II-A, Triggering Event II-B and Triggering Event III, the time period beginning on the date that is 150 days following the Closing Date and ending on the date that is the five (5) year anniversary of the Closing Date. If a Change of Control (as defined in the Business Combination Agreement) occurs during the Earn Out Period that results in the holders of New Intuitive Machines Class A Common Stock receiving a per share price greater than or equal to $15.00 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, to the extent not previously triggered, Triggering Event II-A, Triggering Event II-B and/or Triggering Event III will be deemed to have occurred, as applicable, and the applicable Earn Out Units shall vest. Upon the vesting of any Earn Out Units, each applicable Intuitive Machines Member will be issued an equal number of shares of New Intuitive Machines Class C Common Stock, in exchange for the payment to New Intuitive Machines of adequate consideration (in each case, not to exceed a per-share price equal to the par value per share of such New Intuitive Machines Class C Common Stock).

After the expiration of the Lock-Up Period (as defined below), holders of certain Intuitive Machines OpCo Common Units will be permitted to exchange such Intuitive Machines OpCo Common Units (along with the cancellation of the paired share of New Intuitive Machines Class B Common Stock or share of New Intuitive Machines Class C Common Stock) for shares of New Intuitive Machines Class A Common Stock on a one-for-one basis pursuant to the Second A&R Operating Agreement (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or, at the election of New Intuitive Machines (determined by a majority of the directors of New Intuitive Machines who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale.

Upon the vesting of any Earn Out Units, each of the applicable Intuitive Machines Members will be issued (i) by Intuitive Machines OpCo an equal number of Intuitive Machines OpCo Common Units and (ii) by New Intuitive Machines an equal number of shares of New Intuitive Machines Class C Common Stock, in exchange for surrender of the applicable Earn Out Units and the payment to New Intuitive Machines of a per-share price equal to the par value per share of the New Intuitive Machines Class C Common Stock. Upon the exercise of any Intuitive Machines OpCo Option, (i) Intuitive Machines OpCo will issue to the exercising holder such number of Intuitive Machines OpCo Common Units to be received by such exercising holder as a result of such exercise and (ii) New Intuitive Machines will issue to the exercising holder an equal number of shares of New Intuitive Machines Class B Common Stock, in exchange for the payment to New Intuitive Machines of a per-share price equal to the par value per share of the New Intuitive Machines Class B Common Stock.

Concurrently with the execution of the Business Combination Agreement, on September 16, 2022, Inflection Point entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (collectively, the “Series A Investors”), pursuant to which the Series A Investors have agreed to purchase $26.0 million (the “Series A Investment”) of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of New Intuitive Machines (“Series A Preferred Stock”) and warrants exercisable to purchase shares of New Intuitive Machines Class A Common Stock at an initial exercise price of $15.00 (the “Preferred Investor Warrants”).

The Inflection Point Units, Inflection Point Class A Ordinary Shares and Inflection Point Warrants are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “IPAXU,” “IPAX” and “IPAXW,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, Inflection Point is required to cause the New Intuitive Machines Class A Common Stock issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Further, it is a condition to the consummation of the Series A Investment that the New Intuitive Machines Class A Common Stock be approved for listing on Nasdaq. Following the Closing, the New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants will be listed, subject to Nasdaq approval, under the proposed symbols “LUNR” and “LUNRW”, respectively. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement and by the Series A Investors. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the New Intuitive Machines securities would not be listed on any nationally recognized securities exchange.

New Intuitive Machines will be a “controlled company” under Nasdaq listing standards. As a result, New Intuitive Machines will not be required to comply with certain corporate governance standards that are applicable to companies that are not controlled companies. For example, as permitted by Nasdaq rules, it is expected that following the Closing, a majority of the New Intuitive Machines Board and the Compensation and Nominating and Corporate Governance Committees will not be comprised of independent directors.

In connection with Inflection Point’s initial public offering (“IPO”), Inflection Point’s sponsor, Inflection Point Holdings LLC (the “Sponsor”), and Inflection Point’s directors and executive officers entered into letter agreements to vote their Inflection Point Ordinary Shares in favor of the Business Combination Proposal (as defined herein). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with Inflection Point and Intuitive Machines, dated as of September 16, 2022 (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owns approximately 20% of the total outstanding Inflection Point Ordinary Shares. In addition, although it is not required to do so, Kingstown 1740 Fund L.P. (“Kingstown 1740”), an affiliate of the Sponsor and a Series A Investor, has advised us that it intends to vote all Inflection Point Class A Ordinary Shares it holds in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and Kingstown 1740 own approximately 27% of the issued and outstanding Inflection Point Ordinary Shares.

This proxy statement/prospectus covers (A) 64,551,250shares of New Intuitive Machines Class A Common Stock (including shares that are to be issued or may be issuable (i) upon the conversion of Inflection Point Ordinary Shares into New Intuitive Machines Class A Common Stock and (ii) upon the exercise of the New Intuitive Machines Warrants) and (B) 23,332,500 New Intuitive Machines Warrants.

Inflection Point will hold an extraordinary general meeting (the “extraordinary general meeting”) to consider matters relating to the Business Combination at 11 a.m., Eastern Time, on February8, 2023 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. For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You or your proxyholder will be able to attend and vote at the extraordinary general meeting in-person or online by visiting https://www.cstproxy.com/inflectionpointacquisition/2023 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

If you have any questions or need assistance voting your Inflection Point Ordinary Shares, please contact Morrow Sodali LLC (“Morrow Sodali”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing IPAX.info@investor.morrowsodali.com. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/inflectionpointacquisition/2023.

This proxy statement/prospectus provides shareholders of Inflection Point with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Inflection Point. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. It also contains or references information about Inflection Point, Intuitive Machines and New Intuitive Machines and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, when you consider the recommendation regarding these proposals by the board of directors of Inflection Point, you should keep in mind that the Sponsor and Inflection Point’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a shareholder. For instance, the Sponsor and Inflection Point’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Inflection Point. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 58 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated January24, 2023, and is first being mailed to Inflection Point’s shareholders on or about January24, 2023.

INFLECTION POINT ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 370743)
34 East 51st Street, 5th Floor
New York, New York 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON FEBRUARY 8, 2023

TO THE SHAREHOLDERS OF INFLECTION POINT ACQUISITION CORP.:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Inflection Point Acquisition Corp., a Cayman Islands exempted company (“Inflection Point”), to be held at 11:00 a.m., New York City time, on February8, 2023 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. The extraordinary general meeting will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, dated as of September 16, 2022 (as the same may be amended, the “Business Combination Agreement”), by and between Inflection Point and Intuitive Machines, LLC, a Texas limited liability company (“Intuitive Machines”), pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below), (a) Inflection Point will acquire equity securities of and become the managing member of Intuitive Machines OpCo and (b) Inflection Point will issue voting equity securities without economic rights to the members of Intuitive Machines prior to the Closing (“Intuitive Machines Members”) (such transactions and the Domestication (as defined below) together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), resulting in a combined company organized in an umbrella partnership C corporation (“Up-C”) structure in which substantially all of the assets and the business of the combined company will be held by Intuitive Machines OpCo as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve, by special resolution, a change in the corporate structure and domicile of Inflection Point, which will be accomplished by continuation of Inflection Point from an exempted company incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected at least one day prior to the Closing by Inflection Point filing a certificate of corporate domestication and the proposed new certificate of incorporation of New Intuitive Machines (the “Proposed Certificate of Incorporation”) with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Inflection Point will become a Delaware corporation and will change its corporate name to “Intuitive Machines, Inc.” (Inflection Point following the Domestication and the Business Combination, “New Intuitive Machines”) and all outstanding securities of Inflection Point will convert to outstanding securities of New Intuitive Machines, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.”

Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a) and (b), the issuance of New Intuitive Machines Common Stock and securities convertible into or exercisable for New Intuitive Machines Common Stock (i) to the Series A Investors pursuant to the Series A Investment (each as defined in the accompanying proxy statement/prospectus), (ii) to the Intuitive Machines Members pursuant to the Business Combination Agreement and (iii) to any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing. We refer to this proposal as the “Stock Issuance Proposal.”

Proposal No. 4 — Organizational Documents Proposal — To consider and vote upon a proposal to approve, by special resolution, the Proposed Certificate of Incorporation and the proposed new by-laws (the “Proposed By-Laws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of New Intuitive Machines in connection with the Business Combination. We refer to this proposal as the “Organizational Documents Proposal”. The form of each of the Proposed Certificate of Incorporation and the Proposed By-Laws is attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively.

Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following seven separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

Advisory Organizational Documents Proposal 5A — Under the Proposed Organizational Documents, New Intuitive Machines would be authorized to issue (A) 500,000,000shares of Class A common stock, par value $0.0001 per share (“New Intuitive Machines Class A Common Stock”), (B) 100,000,000shares of Class B common stock, par value $0.0001 per share (“New Intuitive Machines Class B Common Stock”), (C) 100,000,000shares of Class C common stock, par value $0.0001 per share (“New Intuitive Machines Class C Common Stock”), and (D) 25,000,000shares of New Intuitive Machines preferred stock, par value $0.0001 per share (“New Intuitive Machines Preferred Stock”).

Advisory Organizational Documents Proposal 5B — The Proposed Organizational Documents would authorize a multi-class common stock structure pursuant to which the holders of New Intuitive Machines Class A Common Stock and New Intuitive Machines Class B Common Stock will be entitled to one vote per share and holders of New Intuitive Machines Class C Common Stock will be entitled to three votes per share.

Advisory Organizational Documents Proposal 5C — The Proposed Organizational Documents would adopt a provision providing that each outstanding share of New Intuitive Machines Class C Common Stock shall automatically convert into one share of New Intuitive Machines Class B Common Stock upon the earliest to occur of (i) the date that is seven years from the effectiveness of the Proposed Certificate of Incorporation and (ii) the first date when the Permitted Class C Owners (as defined in the Proposed Certificate of Incorporation) collectively cease to own at least 33.0% of the number of shares of New Intuitive Machines Class C Common Stock collectively held by them as of immediately following the Closing.

Advisory Organizational Documents Proposal 5D — The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Advisory Organizational Documents Proposal 5E — The Proposed Certificate of Incorporation would require the affirmative vote of at least two-thirds of the total voting power of all then-outstanding shares of New Intuitive Machines to amend, alter, repeal or rescind any provision of the Proposed Certificate of Incorporation, other than Articles I (Name), II (Registered Address), and III (Nature of Business), which would require the affirmative vote of a majority of the total voting power of all then-outstanding shares of New Intuitive Machines.

Advisory Organizational Documents Proposal 5F — The Proposed Organizational Documents would permit the removal of a director only for cause and only by the affirmative vote of the holders of a majority of at least two-thirds of the total voting power of all then-outstanding shares of New Intuitive Machines.

Advisory Organizational Documents Proposal 5G — The Proposed Organizational Documents would provide that for so long as New Intuitive Machines qualifies as a controlled company under applicable Nasdaq rules, any action required or permitted to be taken by the holders of a majority of at least two-thirds of the total voting power of all then-outstanding shares of New Intuitive Machines may be taken without a meeting if signed by the holders having not less than the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted in compliance with the General Corporation Law of the State of Delaware (the “DGCL”). From and after the date that New Intuitive Machines ceases to qualify as a controlled company, the Proposed Organizational Documents will require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.

Proposal No. 6 — The Incentive Plan Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the New Intuitive Machines Incentive Plan. We refer to this proposal as the “Incentive Plan Proposal.”

Proposal No. 7 — The Director Election Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the election of five (5) directors to serve on the New Intuitive Machines board of directors until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal” and collectively with the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal and the Incentive Plan Proposal, the “Condition Precedent Proposals.”

Proposal No. 8 — The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting. We refer to this proposal as the “Adjournment Proposal.”

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of Inflection Point Ordinary Shares at the close of business on January10, 2023 (the “Record Date”) are entitled to notice of and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting. Pursuant to the Cayman Constitutional Documents, the approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Class B Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The holders of Inflection Point Class A Ordinary Shares will have no right to vote on the Domestication Proposal.

The approval of each of the Organizational Documents Proposal and the Advisory Organizational Documents Proposals requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting.

The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting.

The accompanying proxy statement/prospectus and proxy card are being provided to Inflection Point’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Inflection Point’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 58 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Inflection Point (the “Inflection Point Board”) has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Inflection Point’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the Inflection Point Board, you should keep in mind that Inflection Point’s sponsor, Inflection Point Holdings LLC (the “the Sponsor”) and Inflection Point’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor and Inflection Point’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Inflection Point. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the A&R Registration Rights Agreement, the Sponsor Support Agreement, the Member Voting and Support Agreement, the Series A Purchase Agreement, the Preferred Investor Warrants, the Sponsor Lock-Up Agreement, the Intuitive Machines Lock-Up Agreement, the Non-Redemption Agreement, the Cantor Purchase Agreement and the Cantor Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal — Related Agreements” and “Certain Relationships and Related Person Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Cayman Constitutional Documents, a holder of Public Shares (as defined herein) (a “Public Shareholder”) may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)(a) hold Public Shares or (b) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Public Warrants (as defined below) prior to exercising your redemption rights with respect to the Public Shares;

(ii)submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Inflection Point’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(iii)deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to Continental, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on February6, 2023 (two business days prior to the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, Inflection Point will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination (the “Redemption Price”). For illustrative purposes, as of September 30, 2022, this would have amounted to approximately $10.06 per Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the Inflection Point Class A Ordinary Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Inflection Point cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is two business days prior to the scheduled date of the extraordinary general meeting, and, thereafter, with our consent, until the Domestication. If a holder of Public Shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that Inflection Point instruct Continental to return the shares (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in the accompanying proxy statement/prospectus. See “Extraordinary General Meeting of Inflection Point — Redemption Rights”of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Upon the Closing, New Intuitive Machines will be organized in an umbrella partnership-C corporation (or “Up-C”) structure in which substantially all of the assets and the business of New Intuitive Machines will continue to be held by Intuitive Machines, LLC (referred to herein, subsequent to the Business Combination, as “Intuitive Machines OpCo”) and its subsidiaries, and New Intuitive Machines’ only direct assets will consist of securities of Intuitive Machines OpCo. Assuming there are no redemptions in connection with the Business Combination, upon the Closing, New Intuitive Machines is expected to own approximately 39.4% of the units of Intuitive Machines OpCo (the “Intuitive Machines OpCo Common Units”) and will be the managing member of Intuitive Machines OpCo. All remaining Intuitive Machines OpCo Common Units will be owned by the existing Intuitive Machines Members.

The Sponsor and each director and officer of Inflection Point have agreed to, among other things, vote in favor of the Business Combination, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Inflection Point Ordinary Shares held by them. None of our Sponsor, directors or officers received separate consideration for their waiver of redemption rights. The Inflection Point Class B Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately 20% of the issued and outstanding Inflection Point Ordinary Shares and the Sponsor and its affiliate, Kingstown 1740 Fund L.P. (“Kingstown 1740”), collectively own approximately 27% of the issued and outstanding Inflection Point Ordinary Shares.

On September 16, 2022, concurrently with the execution of the Business Combination Agreement, Inflection Point entered into a purchase agreement (the “Series A Purchase Agreement”) with Kingstown 1740 (an existing security holder of Inflection Point and an affiliate of the Sponsor) and Ghaffarian Enterprises, LLC (an affiliate of Dr. Kamal Ghaffarian) (collectively, the “Series A Investors”), pursuant to which, and on the terms and subject to the conditions of which, New Intuitive Machines will issue and sell to the Series A Investors (i) an aggregate of 26,000shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) which will be convertible into shares of New Intuitive Machines Class A Common Stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) to be adopted by the Inflection Point Board following the Domestication and immediately prior to the Closing and (ii) warrants to purchase 541,667shares of New Intuitive Machines Class A Common Stock at an initial exercise price of $15.00 per share, subject to adjustment (the “Preferred Investor Warrants”) in accordance with the terms of the Preferred Investor Warrants. Subject to shareholder approval of the proposals in the accompanying proxy statement/prospectus and certain other customary conditions to closing, the Series A Investment will be consummated following the Domestication but immediately prior to the Closing.

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by Inflection Point’s shareholders of the Condition Precedent Proposals, (ii) the approval of the Business Combination Agreement and the Business Combination by the Intuitive Machines Members, (iii) Inflection Point having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon the Closing, (iv) the registration statement of which the accompanying proxy statement/prospectus forms a part becoming effective, (v) approval of the listing of the New Intuitive Machines Class A Common Stock on Nasdaq, subject to satisfaction of the round lot holders requirement for initial listing, (vi) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement, (vii) the completion of the Domestication, (viii) that Kingstown 1740 shall not have exercised redemption rights with respect to its 2,900,000 Inflection Point Class A Ordinary Shares, (ix) the completion of the Conversion and Recapitalization, (x) the absence of an Intuitive Machines Material Adverse Effect or an Inflection Point Material Adverse Effect (each as defined in the accompanying proxy statement/prospectus) and (xi) the substantially simultaneous closing of the Series A Investment. We cannot assure you as to whether these conditions will be satisfied or waived.

The Inflection Point Units, Inflection Point Class A Ordinary Shares and Inflection Point Warrants (each as defined in the accompanying proxy statement/prospectus) are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “IPAXU,” “IPAX” and “IPAXW,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, Inflection Point is required to cause the New Intuitive Machines Class A Common Stock issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not

be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Further, it is a condition to the consummation of the Series A Investment that the New Intuitive Machines Class A Common Stock be approved for listing on Nasdaq. Following the Closing, New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants will be listed, subject to Nasdaq approval, under the proposed symbols “LUNR” and “LUNRW”, respectively. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement and by the Series A Investors. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the New Intuitive Machines securities would not be listed on any nationally recognized securities exchange.

New Intuitive Machines will be a “controlled company” under Nasdaq listing standards. As a result, New Intuitive Machines will not be required to comply with certain corporate governance standards that are applicable to companies that are not controlled companies. For example, as permitted by Nasdaq rules, it is expected that following the Closing, a majority of the New Intuitive Machines Board and the Compensation and Nominating and Corporate Governance Committees will not be comprised of independent directors.

Your vote is very important.Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting or any adjournment thereof. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO CONTINENTAL THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND DELIVER YOUR PUBLIC SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the Inflection Point Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

/s/ Paula Sutter

Paula Sutter

Executive Chairwoman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated January24, 2023 and is first being mailed to shareholders on or about January24, 2023.

TABLE OF CONTENTS

	Page
REFERENCES TO ADDITIONAL INFORMATION	1
FREQUENTLY USED TERMS	2
MARKET AND INDUSTRY DATA	9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF INFLECTION POINT	12
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	34
RISK FACTORS	58
EXTRAORDINARY GENERAL MEETING OF INFLECTION POINT	107
THE BUSINESS COMBINATION PROPOSAL	114
THE DOMESTICATION PROPOSAL	160
THE STOCK ISSUANCE PROPOSAL	167
THE ORGANIZATIONAL DOCUMENTS PROPOSAL	169
THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS	171
THE INCENTIVE PLAN PROPOSAL	177
THE DIRECTOR ELECTION PROPOSAL	184
THE ADJOURNMENT PROPOSAL	187
U.S. FEDERAL INCOME TAX CONSIDERATIONS	188
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	206
INFORMATION ABOUT INFLECTION POINT	221
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INFLECTION POINT	233
DESCRIPTION OF NEW INTUITIVE MACHINES’ SECURITIES	241
MARKET PRICE AND DIVIDENDS OF SECURITIES	253
BENEFICIAL OWNERSHIP OF SECURITIES	254
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	258
INFORMATION ABOUT INTUITIVE MACHINES	272
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INTUITIVE MACHINES	281
EXECUTIVE AND DIRECTOR COMPENSATION OF INTUITIVE MACHINES	300
MANAGEMENT OF NEW INTUITIVE MACHINES FOLLOWING THE BUSINESS COMBINATION	305
SECURITIES ACT RESTRICTIONS ON RESALE OF NEW INTUITIVE MACHINES’ SECURITIES	312
STOCKHOLDER PROPOSALS AND NOMINATIONS	313
SHAREHOLDER COMMUNICATIONS	314
LEGAL MATTERS	314
OTHER MATTERS	314
EXPERTS	314
DELIVERY OF DOCUMENTS TO SHAREHOLDERS	315
ENFORCEABILITY OF CIVIL LIABILITY	315
WHERE YOU CAN FIND MORE INFORMATION	316
INDEX TO FINANCIAL STATEMENTS	F-1

i

	Page
Annex A — Business Combination Agreement	A-i
Annex B — Amended and Restated Memorandum and Articles of Association of Inflection Point Acquisition Corp.	B-i
Annex C — Form of Certificate of Incorporation of Intuitive Machines, Inc.	C-1
Annex D — Form of By-Laws of Intuitive Machines, Inc.	D-i
Annex E — Form of Amended and Restated Registration Rights Agreement	E-1
Annex F — Form of New Intuitive Machines Incentive Plan	F-i
Annex G — Form of Second A&R Operating Agreement of Intuitive Machines, LLC	G-i
Annex H — Securities Purchase Agreement	H-1
Annex I — Sponsor Support Agreement	I-1
Annex J — Form of Tax Receivable Agreement	J-i
Annex K — Form of Sponsor Lock-Up Agreement	K-1
Annex L — Form of Intuitive Machines Lock-Up Agreement	L-1
Annex M — Member Voting and Support Agreement	M-1
Annex N — Common Stock Purchase Agreement	N-1
Annex O — Registration Rights Agreement	O-1
Annex P — Non-Redemption Agreement	P-1

ii

REFERENCES TO ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus or other information concerning Inflection Point, without charge, by written request to Inflection Point’s Co-Chief Executive Officer, Michael Blitzer, at 34 East 51st Street, 5th Floor, New York, New York 10022; or Morrow Sodali, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing IPAX.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of Inflection Point to be held on February8, 2023, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by February1, 2023.

1

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Inflection Point” refer to Inflection Point Acquisition Corp. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter, subject to shareholder approval, will be a corporation incorporated under the laws of the State of Delaware). Following the Domestication, Inflection Point will be renamed “Intuitive Machines, Inc.” Inflection Point, following the Domestication, is referred to in this document as New Intuitive Machines, and Intuitive Machines, following the Closing, is referred to in this document as Intuitive Machines OpCo.

In this document:

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among Inflection Point, the Sponsor, certain Intuitive Machines Members and certain other parties thereto upon the completion of the Business Combination. A form of the A&R Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex E.

“Adjournment Proposal” means the proposal to be considered at the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Inflection Point that more time is necessary or appropriate to approve one or more proposals at the extraordinary general meeting.

“Advisory Organizational Documents Proposals” means the seven proposals to be considered at the extraordinary general meeting to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents.

“Basis Adjustments” means the tax basis adjustments expected to be obtained by New Intuitive Machines resulting from (a) any future redemptions or exchanges of Intuitive Machines OpCo Common Units from the Intuitive Machines Members, (b) certain distributions (or deemed distributions) by Intuitive Machines OpCo, and (c) payments made under the Tax Receivable Agreement.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of September 16, 2022, by and between Inflection Point and Intuitive Machines, as it may be amended and supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Existing Basis” means the tax basis obtained by New Intuitive Machines in connection with the Business Combination as a result of existing tax basis in certain assets of Intuitive Machines OpCo and certain of its direct or indirect subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service.

“Business Combination Non-Redemption Covered Shares” means the 2,900,000 Inflection Point Class A Ordinary Shares underlying the 2,900,000 Inflection Point Units purchased by Kingstown 1740 in the IPO and that Kingstown 1740 has agreed that it will not redeem pursuant to the Non-Redemption Agreement.

“Business Combination Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Business Combination.

“Cantor” means Cantor Fitzgerald & Co.

“Cantor Purchase Agreement” means that certain common stock purchase agreement, dated September 16, 2022, by and between Inflection Point and CF Principal Investments LLC (“CFPI”).

“Cantor Registration Rights Agreement” means that certain registration rights agreement, dated September 16, 2022, by and between Inflection Point and CFPI.

“Cayman Constitutional Documents” means Inflection Point’s Amended and Restated Memorandum and Articles of Association, as amended from time to time.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date the Closing occurs.

2

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Incentive Plan Proposal and the Director Election Proposal.

“Continental” means Continental Stock Transfer & Trust Company.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Election Proposal” means the proposal to be considered at the extraordinary general meeting to elect five (5) directors to serve on the New Intuitive Machines Board until their respective successors are duly elected and qualified.

“Domestication” means the continuation of Inflection Point by way of domestication of Inflection Point into a Delaware corporation under the applicable provisions of the Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Certificate of Incorporation (as attached hereto at Annex C) consistent with the DGCL and changing the name and registered office of Inflection Point.

“Domestication Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Domestication.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Earn Out Units” means the units of the Intuitive Machines OpCo designated as “Unvested Earn Out Units” under the Second A&R Operating Agreement after the consummation of the Recapitalization.

“Equity Facility” means the equity facility under which shares of newly issued New Intuitive Machines Class A Common Stock may be sold to CFPI by New Intuitive Machines pursuant to the Cantor Purchase Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Existing Basis” means the tax basis in certain assets of Intuitive Machines OpCo and certain of its direct or indirect subsidiaries (including assets that will eventually be subject to depreciation or amortization once placed in service) that is obtained by New Intuitive Machines in connection with and is attributable to an Intuitive Machines OpCo Common Unit exchanged or redeemed by a TRA Holder.

“Existing Basis” means the Exchange Existing Basis and Business Combination Existing Basis.

“extraordinary general meeting” means the extraordinary general meeting of Inflection Point’s shareholders, to be held at 11:00 a.m. Eastern Time on February8, 2023 at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020 and virtually at https://www.cstproxy.com/inflectionpointacquisition/2023, and any adjournments or postponements thereof.

“Founder Shares” means the 8,243,750 currently outstanding Inflection Point Class B Ordinary Shares owned by the Sponsor.

“GAAP” means U.S. generally accepted accounting principles.

“Insiders” means the Sponsor, each director of Inflection Point and each officer of Inflection Point.

“Insider Letter” means Inflection Point’s letter agreements with its Sponsor, directors and officers, dated September 21, 2021 and September 21, 2022, containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Warrants, indemnification of the Trust Account, voting obligations, waiver of redemption rights and participation in liquidation distributions from the Trust Account.

“Interest Deductions” means deductions attributable to imputed interest and other payments of interest by New Intuitive Machines pursuant to the Tax Receivable Agreement.

“Incentive Plan Proposal” means the proposal to be considered at the extraordinary general meeting to approve the New Intuitive Machines Incentive Plan.

3

“Inflection Point” means Inflection Point Acquisition Corp. (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware).

“Inflection Point Board” means the board of directors of Inflection Point.

“Inflection Point Class A Ordinary Shares” means the Class A ordinary shares of Inflection Point, par value $0.0001 per share.

“Inflection Point Class B Ordinary Shares” means the Class B ordinary shares of Inflection Point, par value $0.0001 per share.

“Inflection Point Ordinary Shares” means, collectively, the Inflection Point Class A Ordinary Shares and the Inflection Point Class B Ordinary Shares.

“Inflection Point Units” means the units sold in the IPO (including pursuant to the overallotment option), each consisting of one Inflection Point Class A Ordinary Share and one-half of one Public Warrant.

“Inflection Point Warrant” means a redeemable warrant exercisable for an Inflection Point Class A Ordinary Share.

“Intuitive Machines” means Intuitive Machines, LLC prior to the Closing.

“Intuitive Machines Founders” means each of Dr. Kamal Ghaffarian, Stephen Altemus and Timothy Crain and their permitted transferees.

“Intuitive Machines Lock-Up Agreement” means the lock-up agreement to be entered into by and between New Intuitive Machines and certain Intuitive Machines Members (the “Lock-Up Holders”) at Closing, pursuant to which the Lock-Up Holders will not agree not to, without the prior written consent of the New Intuitive Machines Board, prior to the date that is six months after the Closing Date, sell, pledge, grant any option to purchase or otherwise dispose of (a) any shares of New Intuitive Machines Class A Common Stock, (b) any shares of New Intuitive Machines Class A Common Stock issuable upon exercise of such options to purchase shares of New Intuitive Machines Class A Common Stock held immediately after the consummation of the Business Combination, or (c) any securities convertible into, or exercisable, redeemable or exchangeable for, New Intuitive Machines Class A Common Stock held by such holder immediately after the consummation of the Business Combination, subject to customary exceptions.

“Intuitive Machines Members” means all members of Intuitive Machines prior to the Closing.

“Intuitive Machines OpCo” means Intuitive Machines, LLC following the Closing.

“Intuitive Machines OpCo Common Units” means an interest in Intuitive Machines OpCo designated as a “Common Unit” and having the rights and obligations specified with respect to the Common Units in the Second A&R Operating Agreement.

“Intuitive Machines OpCo Warrants” means warrants to purchase Intuitive Machines OpCo Common Units with terms substantially similar to the New Intuitive Machines Warrants.

“Intuitive Machines OpCo Investor Warrants” means warrants to purchase Intuitive Machines OpCo Common Units with terms substantially similar to the Preferred Investor Warrants.

“Intuitive Machines OpCo Options” means certain interests in Intuitive Machines OpCo, which, after giving effect to the Recapitalization give certain persons (as set out in the Second A&R Operating Agreement) the right to purchase a certain number of Intuitive Machines OpCo Common Units, subject to the terms and conditions of the Second A&R Operating Agreement.

“Intuitive Machines OpCo Series A Units”means certain interests in Intuitive Machines OpCo designated as a “Series A Preferred Unit” and having the rights and obligations specified with respect to the Series A Preferred Units in the Second A&R Operating Agreement.

“IPO” means Inflection Point’s initial public offering of the Inflection Point Units, Inflection Point Class A Ordinary Shares and Inflection Point Warrants pursuant to a registration statement on Form S-1 declared effective by the SEC on September 21, 2021 (SEC File No. 333-253963). On September 24, 2021, Inflection Point completed the sale of

4

30,000,000 Inflection Point Units in its initial public offering and on October 29, 2021, Inflection Point completed the sale of an additional 2,975,000 Inflection Point Units as part of its initial public offering in connection with the underwriters partial exercise of their over-allotment option.

“IPO Redemption Waiver” means the limited redemption waiver agreement, dated September21, 2021, between Inflection Point and Kingstown 1740 whereby Kingstown 1740 agreed that, only for so long as, and to the extent, necessary in order for Inflection Point to have shareholders’ equity of at least $5,000,001, Kingstown 1740 has waived its rights to redeem the 1,386,989 IPO Redemption Waiver Covered Shares in connection with an IPO Redemption Waiver Covered Event.

“IPO Redemption Waiver Covered Event” means (a) the consummation of an initial business combination, and (b) a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of Inflection Point’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares that are not IPO Redemption Waiver Covered Shares if it does not complete its initial business combination by September24, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or in the context of a tender offer made by Inflection Point to purchase Inflection Point Class A Ordinary Shares.

“IPO Redemption Waiver Covered Shares” means the 1,386,989 Inflection Point Class A Ordinary Shares underlying 1,386,989 of the 2,900,000 Inflection Point Units purchased by Kingstown 1740 in the IPO and that Kingstown 1740 has agreed that, only for so long as, and solely to the extent, necessary in order for Inflection Point to have shareholders’ equity of at least $5,000,001, it will not redeem in connection with an IPO Redemption Waiver Covered Event.

“Kingstown 1740” means Kingstown 1740 Fund L.P., an anchor investor in the IPO, an existing holder of Inflection Point Units, a Series A Investor and an affiliate of the Sponsor.

“Member Voting and Support Agreement” means that certain Member Voting and Support Agreement, dated as of September16, 2022 (as it may be amended or supplemented from time to time), by and between Inflection Point, Intuitive Machines and the Intuitive Machines Founders.

“NASA” means the National Aeronautics and Space Administration.

“Nasdaq” means the Nasdaq Stock Market LLC.

“New Intuitive Machines” means Inflection Point following the Domestication (which will be renamed “Intuitive Machines, Inc.”).

“New Intuitive Machines Board” means the board of directors of New Intuitive Machines subsequent to the Closing.

“New Intuitive Machines Class A Common Stock” means the Class A common stock of New Intuitive Machines, par value $0.0001 per share, which entitles the holder to one vote per share.

“New Intuitive Machines Class B Common Stock” means the Class B common stock of New Intuitive Machines, par value $0.0001 per share, which entitles the holder to one vote per share but carries no economic rights.

“New Intuitive Machines Class C Common Stock” means the Class C common stock of New Intuitive Machines, par value $0.0001 per share, which entitles the holder to three votes per share but carries no economic rights.

“New Intuitive Machines Common Stock” means, collectively, all shares of the New Intuitive Machines Class A Common Stock, New Intuitive Machines Class B Common Stock and New Intuitive Machines Class C Common Stock.

“New Intuitive Machines Incentive Plan” means the New Intuitive Machines 2023 Long Term Omnibus Incentive Plan, which will become effective upon the Closing. A copy of the New Intuitive Machines Incentive Plan is attached to this proxy statement/prospectus as Annex F.

“New Intuitive Machines Preferred Stock” means the preferred stock of New Intuitive machines, par value $0.0001 per share.

“New Intuitive Machines Warrant” means a redeemable warrant exercisable for one share of New Intuitive Machines Class A Common Stock.

5

“Non-Redemption Agreement” means the Non-Redemption Agreement, dated as of September 16, 2022, by and among Inflection Point, Intuitive Machines and Kingstown 1740, pursuant to which Kingstown 1740 agreed not to redeem the 2,900,000 Inflection Point Class A Ordinary Shares underlying the 2,900,000 Inflection Point Units purchased by it in the IPO (including the 1,386,989 IPO Redemption Waiver Covered Shares).

“Organizational Documents Proposal” means the proposal to be considered at the extraordinary general meeting to approve by special resolution the Proposed Certificate of Incorporation and the Proposed By-Laws. A copy of each of the Proposed Certificate of Incorporation and the Proposed By-Laws is attached to this proxy statement/prospectus as Annex C and Annex D, respectively.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

“Private Placement Warrants” means the 6,845,000 Inflection Point Warrants, each exercisable for one Inflection Point Class A Ordinary Share at $11.50 per share, purchased by the Sponsor for a purchase price of $6,845,000, or $1.00 per warrant in a private placement that closed simultaneously with the IPO.

“Proposed By-Laws” mean the proposed by-laws of New Intuitive Machines to be in effect following the Domestication and Business Combination, a form of which is attached to this proxy statement/prospectus as Annex D.

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of New Intuitive Machines to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex C.

“Proposed Organizational Documents” means the Proposed Certificate of Incorporation and the Proposed By-Laws.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the Inflection Point Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the Inflection Point Unit or thereafter in the open market).

“Public Warrant Holders” means the holders of the Public Warrants.

“Public Warrants” means the Inflection Point Warrants included in the Inflection Point Units sold in the IPO (whether they were purchased in the IPO as part of the Inflection Point Unit or thereafter in the open market).

“Record Date” means January10, 2023.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Cayman Constitutional Documents (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with the Cayman Constitutional Documents.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Second A&R Operating Agreement” means the second amended and restated limited liability company agreement of Intuitive Machines OpCo to be adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex G.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Series A Investment” means the purchase by the Series A Investors of the Series A Preferred Stock and Preferred Investor Warrants pursuant to the Series A Purchase Agreement.

“Series A Investors” means Kingstown 1740 (an existing security holder of Inflection Point and an affiliate of the Sponsor) and Ghaffarian Enterprises, LLC (an affiliate of Dr. Kamal Ghaffarian, an Intuitive Machines Founder).

“Series A Preferred Stock” means the 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of New Intuitive Machines.

6

“Series A Purchase Agreement” means the Securities Purchase Agreement, dated as of September 16, 2022, by and among Inflection Point and the Series A Investors, pursuant to, and on the terms and subject to the conditions of which, New Intuitive Machines will issue and sell (i) an aggregate of 26,000shares of Series A Preferred Stock and (ii) Preferred Investor Warrants to warrants to purchase 541,667shares of New Intuitive Class A Common Stock at an initial exercise price of $15.00 per share, subject to adjustment. A copy of the Series A Purchase Agreement is attached to this proxy statement/prospectus as Annex H.

“Shareholder Proposals” means, collectively, (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Incentive Plan Proposal, (g) the Director Election Proposal, and (h) the Adjournment Proposal, if presented.

“Sponsor” means Inflection Point Holdings LLC, a Cayman Islands limited liability company.

“Sponsor Lock-Up Agreement” means the lock-up agreement to be entered into by and between New Intuitive Machines and the Sponsor at Closing, pursuant to which the Sponsor will agree not to, without the prior written consent of the New Intuitive Machines Board, prior to the date that is six months after the Closing Date, sell, pledge, grant any option to purchase or otherwise dispose of (i) the shares of New Intuitive Machines Class A Common Stock received upon conversion of the Founder Shares for six months following the Closing and (ii) the New Intuitive Machines Warrants received upon conversion of the Private Placement Warrants for 30 days following the Closing, in each case subject to customary exceptions.

“Sponsor Support Agreement” means the support agreement, dated as of September 16, 2022, entered by and among Inflection Point, Intuitive Machines and the Sponsor, as it may be amended and supplemented from time to time. A copy of the Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex I.

“Stock Issuance Proposal” means the proposal to be considered at the extraordinary general meeting to approve the issuance of New Intuitive Machines Common Stock and securities convertible into and exercisable for New Intuitive Machines Common Stock (i) to the Series A Investors pursuant to the Series A Investment, (ii) to the Intuitive Machines Members pursuant to the Business Combination Agreement and (iii) to any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing.

“Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into by and among New Intuitive Machines, Intuitive Machines OpCo and certain Intuitive Machines Members (the “TRA Holders”) at Closing, pursuant to which, among other things, New Intuitive Machines will be required to pay to each TRA Holder 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of the increases in tax basis resulting from any exchange of Intuitive Machines OpCo Common Units for New Intuitive Machines Class A Common Stock or cash in the future, certain existing tax attributes and certain other tax benefits arising from payments under the Tax Receivable Agreement. A copy of the form of Tax Receivable Agreement is attached to this proxy statement/prospectus as Annex J.

“Transaction Documents” means each of the agreements and instruments contemplated by the Business Combination Agreement or otherwise related to the transactions contemplated by the Business Combination Agreement and such other agreements or instruments contemplated by the Business Combination Agreement, in each case, that was executed and delivered on the date of the Business Combination Agreement or on or prior to the date of Closing by an Intuitive Machines Member, Intuitive Machines, Inflection Point, the Sponsor and/or any of their respective affiliates, including the Sponsor Support Agreement, the Member Voting and Support Agreement, the Non-Redemption Agreement, the Second A&R Operating Agreement, the Tax Receivable Agreement, the A&R Registration Rights Agreement, the Sponsor Lock-Up Agreement, the Intuitive Machines Lock-Up Agreement, all documents and agreements entered into in connection with the Equity Facility and all documents and agreements entered into in connection with the Series A Investment, including the Series A Purchase Agreement.

“Transactions” means, collectively, the Business Combination and the transactions contemplated by the Series A Purchase Agreement.

“Trust Account” means the trust account of Inflection Point, which holds the net proceeds from the IPO and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.

7

“Trust Agreement” means the Investment Management Trust Agreement, dated as of September 21, 2021, by and between Inflection Point and Continental.

“Warrant Agreement” means the Warrant Agreement, dated as of September 21, 2021, between Inflection Point and Continental, which governs the outstanding Inflection Point Warrants.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New Intuitive Machines’ stockholders following the Closing are for illustrative purposes only and assume the following:

1.No Public Shareholders exercise their redemption rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on September 30, 2022 of $331,742,611. Please see the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of Inflection Point — Redemption Rights.”

2.No Inflection Point Warrants will be exercised.

3.The Series A Investment is consummated in accordance with its terms for $26.0 million, with New Intuitive Machines issuing 26,000shares of Series A Preferred Stock and Preferred Investor Warrants to purchase 541,667shares of New Intuitive Machines Class A Common Stock to the Series A Investors. Please see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Related Agreements — Series A Purchase Agreement.”

4.New Intuitive Machines issues 5,128,205shares of New Intuitive Machines Class A Common Stock to CFPI under the Equity Facility pursuant to the Cantor Purchase Agreement at a price per share equal to 97.5% of the implied price of $10.00 per share in the Business Combination.

5.New Intuitive Machines issues 1,500,000 additional Private Placement Warrants to the Sponsor upon conversion of $1,500,000 of outstanding principal under working capital loans made by the Sponsor to Inflection Point.

6.Other than as described in Nos.3, 4 and5, there are no other issuances of equity securities of New Intuitive Machines prior to or in connection with the Closing.

8

MARKET AND INDUSTRY DATA

We are responsible for the disclosure contained in this proxy statement/prospectus. Information contained in this proxy statement/prospectus concerning the market and the industry in which Intuitive Machines competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Intuitive Machines based on such sources and Intuitive Machines’ knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. We have not independently verified this third-party information. The industry in which Intuitive Machines operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Intuitive Machines’ Business” and elsewhere in this proxy statement/prospectus.

9

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for Inflection Point’s, Intuitive Machines’ and New Intuitive Machines’ respective businesses, and the timing for and ability of Inflection Point and Intuitive Machines to complete the Business Combination. These statements are based on the beliefs and assumptions of the management of Inflection Point and Intuitive Machines. Although Inflection Point and Intuitive Machines believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Inflection Point nor Intuitive Machines can assure you that either will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about Inflection Point and Intuitive Machines prior to the Business Combination and New Intuitive Machines and Intuitive Machines OpCo following the Business Combination, including:

•the ability to satisfy the closing conditions to the Business Combination, including approval by shareholders of Inflection Point;

•the ability to realize the benefits expected from the Business Combination;

•the ability to consummate the Business Combination;

•the ability to obtain and/or maintain the listing of the New Intuitive Machines Class A Common Stock and the New Intuitive Machines Warrants on Nasdaq following the Business Combination;

•the ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

•the future financial performance of New Intuitive Machines and Intuitive Machines OpCo following the Business Combination;

•New Intuitive Machines’ and Intuitive Machines OpCo’s ability to retain or recruit, or to effect changes required in, their respective officers, key employees or directors following the Business Combination;

•New Intuitive Machines’ and Intuitive Machines OpCo’s ability to comply with laws and regulations applicable to its business; and

•expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Inflection Point’s and Intuitive Machines’ management teams’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Inflection Point, Intuitive Machines and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Inflection Point’s or Intuitive Machines’ management teams’ views as of any subsequent date. Neither Inflection Point nor Intuitive Machines undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

10

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set out in this proxy statement/prospectus. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

•the outcome of any legal proceedings that may be instituted against Intuitive Machines or Inflection Point following announcement of the Business Combination;

•the inability to complete the Business Combination due to the failure to obtain approval of the Inflection Point shareholders, the inability to complete the Series A Investment or the failure of Inflection Point to satisfy the conditions to closing in the Business Combination Agreement;

•the inability to maintain the listing of the New Intuitive Machines Class A Common Stock on Nasdaq following the Business Combination;

•changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

•changes in applicable laws or regulations;

•the risk that the Business Combination disrupts current plans and operations of Intuitive Machines;

•the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of New Intuitive Machines and Intuitive Machines OpCo to grow and manage growth profitably;

•costs related to the Business Combination; and

•other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 58.

11

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF INFLECTION POINT

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to Inflection Point’s shareholders. Inflection Point urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at 11:00 a.m., Eastern Time, on February8, 2023 at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast. To participate in the extraordinary general meeting online, visit https://www.cstproxy.com/inflectionpointacquisition/2023 and enter the 12 digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

Q.Why am I receiving this proxy statement/prospectus?

A.Inflection Point shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides for, among other things, following the Domestication of Inflection Point to Delaware as described below, Inflection Point acquiring equity securities and becoming the managing member of Intuitive Machines and Inflection Point issuing voting equity securities without economic rights to the Intuitive Machines Members, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

As a condition to the Closing, and at least one day prior to the Closing, Inflection Point will change its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Inflection Point’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents, each Inflection Point Class B Ordinary Share will convert automatically, on a one-for-one basis, into an Inflection Point Class A Ordinary Share. Immediately following such conversion, in connection with the Domestication, (i) each of the then issued and outstanding Inflection Point Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of New Intuitive Machines Class A Common Stock, each of which will carry voting rights of one vote per share; (ii) each of the then issued and outstanding Inflection Point Warrants will automatically become a New Intuitive Machines Warrant; and (iii) each Inflection Point Unit issued and outstanding as of immediately prior to the Domestication will automatically be canceled and each holder will receive one share of New Intuitive Machines Class A Common Stock and one-half of one New Intuitive Machines Warrant, per Inflection Point Unit held immediately prior to the Domestication.

Concurrently with the Domestication and subject to satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval by Inflection Point’s shareholders, Inflection Point will adopt the Proposed Certificate of Incorporation which, among other things, will implement a revised class structure with shares of New Intuitive Machines Class A Common Stock having one vote per share and economic rights, the shares of New Intuitive Machines Class B Common Stock having one vote per share and no economic rights and the shares of New Intuitive Machines Class C Common Stock having three votes per share and no economic rights. See the section of this proxy statement/prospectus entitled “The Domestication Proposal” for additional information.

In connection with the Business Combination, Intuitive Machines will change its jurisdiction of organization from Texas to Delaware (the “Conversion”). Immediately prior to Closing, Intuitive Machines will effectuate a recapitalization (the “Recapitalization”) whereby all outstanding equity securities of Intuitive Machines will be converted or exchanged into common units (collectively, the “Intuitive Machines OpCo Common Units”), options (collectively, the “Intuitive Machines OpCo Options”) and unvested earn out units (collectively, the “Earn Out Units”), as applicable.

12

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF INFLECTION POINT AND INTUITIVE MACHINES, CAREFULLY AND IN ITS ENTIRETY.

Q.What proposals are shareholders of Inflection Point being asked to vote upon?

A.At the extraordinary general meeting, Inflection Point is asking holders of Inflection Point Ordinary Shares to consider and vote upon:

•The Business Combination Proposal;

•The Domestication Proposal;

•The Stock Issuance Proposal;

•The Organizational Documents Proposal;

•The Advisory Organizational Documents Proposals;

•The Incentive Plan Proposal;

•The Director Election Proposal; and

•The Adjournment Proposal, if presented.

If Inflection Point’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “The Business Combination Proposal,” “The Domestication Proposal,” “The Stock Issuance Proposal,” “The Organizational Documents Proposal,” “The Advisory Organizational Documents Proposals,” “The Incentive Plan Proposal,” and “The Director Election Proposal.”

Inflection Point will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Inflection Point should read it carefully.

After careful consideration, the Inflection Point Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Incentive Plan Proposal, (g) the Director Election Proposal, and (h) and the Adjournment Proposal, if presented, are in the best interests of Inflection Point and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Inflection Point’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

13

Q.Are the proposals conditioned on one another?

A.Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal.

Q.Why is Inflection Point proposing the Business Combination?

A.Inflection Point was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

Intuitive Machines is a diversified space exploration, infrastructure, and services company with contracts supporting space exploration and NASA’s $93billion Artemis program. Based on Inflection Point’s due diligence investigations of Intuitive Machines and the industry in which it operates, including the financial and other information provided by Intuitive Machines in the course of Inflection Point’s due diligence investigations, the Inflection Point Board believes that the Business Combination with Intuitive Machines is in the best interests of Inflection Point and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Although the Inflection Point Board believes that the Business Combination with Intuitive Machines presents a unique business combination opportunity and is in the best interests of Inflection Point and its shareholders, the Inflection Point Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination,” of this proxy statement/prospectus as well as in the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to Intuitive Machines’ Business.”

Q.What will Intuitive Machines Members receive in connection with the Business Combination?

A.Pursuant to the Business Combination Agreement, New Intuitive Machines will issue (i) to each Intuitive Machines Founder a number of shares of New Intuitive Machines Class C Common Stock equal to the number of Intuitive Machines OpCo Common Units held by such Intuitive Machines Founder as of and on the Closing Date and (ii) to each other Intuitive Machines Member a number of shares of New Intuitive Machines Class B Common Stock equal to the number of Intuitive Machines OpCo Common Units held by such Intuitive Machines Member as of and on the Closing Date, in each case, pursuant to individual subscription agreements to be entered into between each Intuitive Machines Member, New Intuitive Machines, and Intuitive Machines OpCo.

Each Intuitive Machines OpCo Common Unit, when paired with one share of New Intuitive Machines Class B Common Stock or one share of New Intuitive Machines Class C Common Stock, is exchangeable, in tandem with the cancellation of the paired share of New Intuitive Machines Class B Common Stock or share of New Intuitive Machines Class C Common Stock, for one share of New Intuitive Machines Class A Common Stock. After the expiration of the Lock-Up Period, holders of Intuitive Machines OpCo Common Units will be permitted to exchange such Intuitive Machines OpCo Common Units (along with the cancellation of the paired share of New Intuitive Machines Class B Common Stock or share of New Intuitive Machines Class C Common Stock) for shares of New Intuitive Machines Class A Common Stock on a one-for-one basis pursuant to the Second A&R Operating Agreement and the Proposed Certificate of Incorporation (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or at the election of New Intuitive Machines (determined by a majority of the directors of New Intuitive Machines who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale.

14

Q.What equity stake will current Inflection Point shareholders and Intuitive Machines Members hold in New Intuitive Machines immediately after the consummation of the Business Combination?

Upon consummation of the Business Combination, the post-Closing share ownership of New Intuitive Machines under (1) the No Redemptions Scenario, (2) the 50% Redemptions Scenario and (3) the Maximum Redemptions Scenario, excluding the dilutive effect of Intuitive Machines options, outstanding warrants, warrants issuable upon conversion of any working capital loans, Preferred Investor Warrants, earn-out consideration and the Equity Facility (other than in the Maximum Redemptions Scenario and the Commitment Shares in all scenarios) would be as follows:

	No RedemptionsScenario(1)			50% RedemptionsScenario(1)(2)			MaximumRedemptionsScenario(1)(3)
	Class ACommonStock	Ownership%		Class ACommonStock	Ownership%		Class ACommonStock		Ownership%
Public Shareholders(4)	32,975,000	29.0	%	16,487,500	17.0	%	2,900,000		3.3	%
Sponsor(5)	8,243,750	7.3	%	8,243,750	8.5	%	8,243,750		9.3	%
PIPE Investors(6)	2,166,667	1.9	%	2,166,667	2.2	%	2,166,667		2.4	%
Intuitive Machines Members(7)	68,125,987	59.9	%	68,125,987	70.1	%	68,125,987		76.8	%
SAFE Holders(8)	2,066,667	1.8	%	2,066,667	2.1	%	2,066,667		2.3	%
Cantor and affiliates(9)	100,000	*		100,000	*		5,228,205	​(16)	5.9	%
Total	113,678,071	100.0	%	97,190,571	100.0	%	88,731,276		100.0	%

The dilutive effect of the outstanding warrants and the Preferred Investor Warrants is presented in the table below:

	No RedemptionsScenario			50% RedemptionsScenario			MaximumRedemptionsScenario
	Class ACommonStock	Ownership%		Class ACommonStock	Ownership%		Class ACommonStock		Ownership%
Public Shareholders(4)	32,975,000	24.0	%	16,487,500	13.6	%	2,900,000		2.6	%
Public Warrantholders(9)(10)	16,487,500	12.0	%	16,487,500	13.6	%	16,487,500		14.6	%
Sponsor(5)	8,243,750	6.0	%	8,243,750	6.8	%	8,243,750		7.3	%
Private Placement Warrantholders(10)	6,845,000	5.0	%	6,845,000	5.7	%	6,845,000		6.1	%
PIPE Investors(6)	2,166,667	1.6	%	2,166,667	1.8	%	2,166,667		1.9	%
PIPE Warrants(11)	541,667	*		541,667	*		541,667		*
Intuitive Machines Members(7)	68,125,987	49.5	%	68,125,987	56.3	%	68,125,987		60.5	%
SAFE Holders(8)	2,066,667	1.5	%	2,066,667	1.7	%	2,066,667		1.8	%
Cantor and affiliates(9)	100,000	*		100,000	*		5,228,205	​(16)	4.6	%
Total	137,552,238	100.0	%	121,064,738	100.0	%	112,605,443		100.0	%

The following table illustrates the potential dilutive effect of Intuitive Machines options, outstanding warrants, Preferred Investor Warrants, earn-out consideration and the Equity Facility (in all scenarios) assuming (i) all outstanding Intuitive Machines options are vested and exercised, (ii) all outstanding warrants are exercised, (iii) $1,500,000 of working capital loans are made to Inflection Point and converted to warrants at $1.00 per warrant,

15

(iv) all Preferred Investor Warrants are exercised, (v) all Earn Out Units are vested and (vi) New Intuitive Machines sells to CFPI $50,000,000 of shares of New Intuitive Machines Class A Common Stock at a price per share equal to 97.5% of the implied price of $10.00 per share in the Business Combination:

	No Redemptions Scenario			50% Redemptions Scenario			Maximum Redemptions Scenario
	Class A Common Stock	Ownership %		Class A Common Stock	Ownership %		Class A Common Stock	Ownership %
Public Shareholders(4)	32,975,000	21.1	%	16,487,500	11.8	%	2,900,000	2.3	%
Public Warrantholders(10)(11)	16,487,500	10.6	%	16,487,500	11.8	%	16,487,500	13.1	%
Sponsor(5)	8,243,750	5.3	%	8,243,750	5.9	%	8,243,750	6.5	%
Private Placement Warrantholders(11)	6,845,000	4.4	%	6,845,000	4.9	%	6,845,000	5.4	%
Working Capital Loan Warrantholders(13)	1,500,000	1.0	%	1,500,000	1.1	%	1,500,000	1.2	%
PIPE Investors(6)	2,166,667	1.4	%	2,166,667	1.6	%	2,166,667	1.7	%
PIPE Warrants(12)	541,667	*		541,667	*		541,667	*
Intuitive Machines Founders(14)	78,125,709	50.1	%	78,125,709	56.0	%	78,125,709	62.0	%
Other Intuitive Machines Members(15)	1,874,291	1.2	%	1,874,291	1.3	%	1,874,291	1.5	%
SAFE Holders(8)	2,066,667	1.3	%	2,066,667	1.5	%	2,066,667	1.6	%
Cantor and affiliates(16)	5,228,205	3.4	%	5,228,205	3.7	%	5,228,205	4.2	%
Total	156,054,456	100.0	%	139,566,956	100.0	%	125,979,456	100.0	%

____________

*Less than 1%.

(1)Share ownership presented under each redemptions scenario in the tables above are only presented for illustrative purposes. Inflection Point cannot predict how many Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current Inflection Point Shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination — The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.”

(2)This scenario assumes that 16,487,500 of Inflection Point Class A Ordinary Shares, or 50% of the Public Shares, are redeemed for an aggregate payment of approximately $165.9 million (based on the estimated per share Redemption Price of approximately $10.06 per share) from the Trust Account, which is a redemptions scenario that could occur.

(3)This scenario assumes that 30,075,000 of Inflection Point’s Class A Ordinary Shares are redeemed for an aggregate payment of approximately $302.6 million (based on the estimated per share Redemption Price of approximately $10.06 per share) from the Trust Account, which is a redemptions scenario that could occur. This represents the maximum number of Inflection Point Class A Ordinary Shares that could be redeemed giving effect to the Non-Redemption Agreement pursuant to which Kingstown 1740 agreed not to redeem the 2,900,000 Inflection Point Class A Ordinary Shares underlying the 2,900,000 Inflection Point Units purchased by it in the IPO (including, the 1,386,989 IPO Redemption Waiver Covered Shares).

(4)Includes 2,900,000 Inflection Point Class A Ordinary Shares held by Kingstown 1740, an affiliate of the Sponsor. Pursuant to the Non-Redemption Agreement, Kingstown 1740 agreed not to redeem the 2,900,000 Inflection Point Class A Ordinary Shares underlying the 2,900,000 Inflection Point Units purchased by it in the IPO (including the 1,386,989 IPO Redemption Waiver Covered Shares).

(5)Represents Inflection Point Class B Ordinary Shares held by the Sponsor.

(6)Presented on an as-converted to New Intuitive Machines Class A Common Stock basis. Does not include shares underlying warrants to be issued to the PIPE Investors. Includes 1,750,000shares of New Intuitive Machines Class A issuable to Kingstown 1740.

16

(7)Assumes the exchange of Intuitive Machines OpCo Common Units and simultaneous surrender of New Intuitive Machines Class B Common Stock and/or New Intuitive Machines Class C Common Stock for shares of New Intuitive Machines Class A Common Stock, in accordance with the terms of the Second A&R Operating Agreement. Excludes the shares of New Intuitive Machines Class A Common Stock issuable upon the exercise of all Intuitive Machines OpCo Options (vested and unvested) and simultaneous surrender of paired New Intuitive Machines Class B Common Stock in accordance with the terms of the Second A&R Operating Agreement. Excludes 10,000,000shares of New Intuitive Machines Class A Common Stock issuable upon exchange of Intuitive Machines OpCo Common Units issuable upon vesting of 10,000,000 Earn Out Units and simultaneous surrender of paired New Intuitive Machines Class C Common Stock, in accordance with the terms of the Second A&R Operating Agreement. Excludes 2,066,667 shares of New Intuitive Machines Class A Common Stock issuable upon conversion of outstanding SAFEs of Intuitive Machines.

(8)Includes 2,066,667shares of New Intuitive Machines Class A Common Stock issuable upon conversion of outstanding SAFEs of Intuitive Machines at conversion prices calculated in accordance with the terms of the SAFEs based on the implied price of $10.00 per share in the Business Combination.

(9)Assumes 100,000 Commitment Shares are issued to CFPI, which assumes that each share has a fair market value of $10.00 per share pursuant to the calculation as set forth in the Cantor Purchase Agreement. The actual number of Commitment Shares may vary based upon the actual fair market value of a share of New Intuitive Machines Class A Common Stock following the Closing of the Business Combination.

(10)Includes 1,450,000 Public Warrants owned by Kingstown 1740, an affiliate of the Sponsor.

(11)Represents shares issuable upon the exercise of New Intuitive Machines Warrants. New Intuitive Machines Warrants will be exercisable beginning 30 days following the Closing for one share of New Intuitive Machines Class A Common Stock at an initial exercise price of $11.50 per share in accordance with the terms of the warrants. In each redemptions scenario, assumes that all outstanding warrants are exercised for cash.

(12)Represents shares issuable upon the exercise of Preferred Investor Warrants. Preferred Investor Warrants will be exercisable following the Closing for one share of New Intuitive Machines Class A Common Stock at an initial exercise price of $15.00 per share in accordance with the terms of the warrants. In each redemptions scenario, assumes that all outstanding warrants are exercised for cash. Includes 437,500shares issuable upon the exercise of Preferred Investor Warrants to be issued to Kingstown 1740 in the Series A Investment.

(13)Represents shares issuable upon the exercise of New Intuitive Machines Warrants that may be issued at the Closing upon conversion of then-outstanding principal under working capital loans made to Inflection Point by the Sponsor or certain of Inflection Point’s officers or directors. Up to $1,500,000 of then-outstanding principal under working capital loans made to Inflection Point by the Sponsor or certain of Inflection Point’s officers or directors may be converted into New Intuitive Machines Warrants at $1.00 per warrant. New Intuitive Machines Warrants will be exercisable beginning 30 days following the Closing for one share of New Intuitive Machines Class A Common Stock at an initial exercise price of $11.50 per share in accordance with the terms of the warrants. In each redemptions scenario, assumes that all warrants are exercised for cash.

(14)Assumes the exchange of Intuitive Machines OpCo Common Units and simultaneous surrender of New Intuitive Machines Class C Common Stock for shares of New Intuitive Machines Class A Common Stock, in accordance with the terms of the Second A&R Operating Agreement. Includes 10,000,000shares of New Intuitive Machines Class A Common Stock issuable upon exchange of Intuitive Machines OpCo Common Units issuable upon vesting of 10,000,000 Earn Out Units and simultaneous surrender of paired New Intuitive Machines Class C Common Stock, in accordance with the terms of the Second A&R Operating Agreement.

(15)Includes the shares of New Intuitive Machines Class A Common Stock issuable upon the exercise of all Intuitive Machines OpCo Options (vested and unvested) and simultaneous of paired surrender of New Intuitive Machines Class B Common Stock in accordance with the terms of the Second A&R Operating Agreement.

(16)Assumes that (i) all conditions precedent to sales under the Equity Facility have been satisfied, (ii) 100,000 Commitment Shares are issued to CFPI, which assumes that each share has a fair market value of $10.00 per share pursuant to the calculation as set forth in the Cantor Purchase Agreement, (iii) New Intuitive Machines sells to CFPI $50,000,000 of shares of New Intuitive Machines Class A Common Stock at a price per share equal to 97.5% of the implied price of $10.00 per share in the Business Combination and (iv) CFPI does not resell such shares of New Intuitive Machines Class A Common Stock substantially concurrently with its purchases. The actual number of Commitment Shares may vary based upon the actual fair market value of a share of New Intuitive Machines Class A Common Stock following the Closing of the Business Combination. The actual number of shares New Intuitive Machines sells to CFPI may vary based on the ability of New Intuitive Machines to satisfy the conditions precedent to sales under the Equity Facility at the time of any such sales, New Intuitive Machines capital requirements and the volume weighted average price of the shares of New Intuitive Machines Class A Common Stock during the applicable purchase date on which New Intuitive Machines has timely delivered written notice to CFPI directing it to purchase shares of New Intuitive Machines Class A Common Stock under the Cantor Purchase Agreement. Inflection Point cannot predict New Intuitive Machines’ future sales to CFPI under the Equity Facility or the volume weighted average price of the shares of New Intuitive Machines Class A Common Stock at the time of such sales. As a result, the dollar value of shares of New Intuitive Machines Class A Common Stock sold to CFPI and the price at which such sales are executed may differ from the amounts presented above. As such, ownership percentages may also differ from the presentation above if the actual circumstances are different from these assumptions.

17

Q.How has the announcement of the Business Combination affected the trading price of the Inflection Point Class A Ordinary Shares?

A.On September 15, 2022, the last trading date prior to the public announcement of the Business Combination, Inflection Point Units, Inflection Point Class A Ordinary Shares and Public Warrants closed at $9.81, $9.74 and $0.25, respectively. As of January19, 2023, the last practicable trading day immediately prior to the filing date of this proxy statement/prospectus, the closing price for each Inflection Point Unit, Inflection Point Class A Ordinary Share and Public Warrant was $10.19, $10.09 and $0.23, respectively.

Q.Will Inflection Point obtain new financing in connection with the Business Combination?

A.Yes. The Series A Investors have agreed to purchase 26,000shares of Series A Preferred Stock and Preferred Investor Warrants to purchase 541,667shares of New Intuitive Machines Class A Common Stock, each exercisable at an initial exercise price of $15.00 per share, subject to adjustment, for $26.0 million of gross proceeds, in the Series A Investment. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Related Agreements — Series A Purchase Agreement.”

Q.Why is Inflection Point proposing the Domestication?

A.The Inflection Point Board believes that there are significant advantages to New Intuitive Machines that will arise as a result of a change of Inflection Point’s domicile to the State of Delaware, including (a) the prominence, predictability and flexibility of the DGCL, (b) Delaware’s well-established principles of corporate governance and (c) the increased ability for Delaware corporations to attract and retain qualified directors. Further, the Inflection Point Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. Each of the foregoing are discussed in greater detail in the section of this proxy statement/prospectus entitled “The Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, Inflection Point will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file the Proposed Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Inflection Point will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Class B Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The holders of Inflection Point Class A Ordinary Shares will have no right to vote on the Domestication Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

Q.What amendments will be made to the Cayman Constitutional Documents?

A.The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Inflection Point’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Cayman Constitutional Documents, in each case, under the Companies Act, with the Proposed Certificate of Incorporation and the Proposed By-Laws, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents. These differences are discussed in greater detail in the section of this proxy statement/prospectus entitled “The Domestication Proposal.”

Q.How will the Domestication affect my Inflection Point Class A Ordinary Shares, Inflection Point Warrants and Inflection Point Units?

A.Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents, each Inflection Point Class B Ordinary Share issued and outstanding will be automatically converted into one Inflection Point Class A Ordinary Share. Immediately following such conversion, in connection with the Domestication, (a) each Inflection Point Class A Ordinary Share issued and outstanding immediately prior to the Domestication will automatically convert into one share of New Intuitive Machines Class A Common Stock, (b) each Inflection Point Warrant will be automatically converted into a redeemable New Intuitive Machines Warrant on substantially the

18

same terms as the Inflection Point Warrants, and (c) each Inflection Point Unit issued and outstanding as of immediately prior to the Domestication will automatically be canceled and each holder will receive one share of New Intuitive Machines Class A Common Stock and one-half of one New Intuitive Machines Warrant in lieu thereof.

Q:What Is The Tax Receivable Agreement?

A:In connection with the Closing, New Intuitive Machines will enter into a Tax Receivable Agreement with Intuitive Machines OpCo and the TRA Holders. The Tax Receivable Agreement will provide for the payment by New Intuitive Machines to the TRA Holders of 85% of the amount of cash tax savings, if any, that New Intuitive Machines actually realizes (or in some circumstances is deemed to realize) as a result of the Existing Basis, Basis Adjustments and Interest Deductions. Assuming no material changes in the relevant tax law and that New Intuitive Machines earns sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the (i) Existing Basis, (ii) Basis Adjustments, and (iii) Interest Deductions would aggregate to approximately $170.4million over 20 years from the date of the Business Combination based on a $10.00 per share trading price of New Intuitive Machines Class A Common Stock and assuming all future redemptions or exchanges would occur one year after the Business Combination at the same assumed price per share. Under such scenario, assuming future payments are made on the due date (with extension) of each relevant U.S. federal income tax return, New Intuitive Machines would be required to pay approximately 87% of such amount, or approximately $148.2million, over the 20-year period from the date of the Business Combination, and New Intuitive Machines would benefit from the remaining 13% of the tax benefits. New Intuitive Machines will depend on cash distributions from Intuitive Machines OpCo to make payments under the Tax Receivable Agreement. Any payments made by New Intuitive Machines to the TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to New Intuitive Machines.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless New Intuitive Machines exercises its right to terminate the Tax Receivable Agreement or certain other acceleration events occur (including upon a change of control) that results in an early termination of the Tax Receivable Agreement, in each case, pursuant to which New Intuitive Machines would be required to pay an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement (computed using certain assumptions). The summary of the terms of the Tax Receivable Agreement included herein is not a complete description thereof and is qualified in its entirety by the full text thereof. For additional information, please see “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

Q.What are the material U.S. federal income tax considerations of the Domestication?

A.As discussed more fully under “U.S. Federal Income Tax Considerations” of this proxy statement/prospectus, Inflection Point received an opinion of counsel, filed as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part, that the Domestication will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations”, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — II. U.S. Holders”) will be subject to Section 367(b) of the Code in connection with the Domestication and, as a result:

•a U.S. Holder who beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of Inflection Point shares entitled to vote or 10% or more of the total value of all classes of Inflection Point shares (a “10% U.S. Shareholder”) on the date of the Domestication generally will be required to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Inflection Point Class A Ordinary Shares held directly by such U.S. Holder;

•a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose Inflection Point Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication generally will recognize gain (but not loss) with respect to its Inflection Point Class A Ordinary Shares as

19

if such U.S. Holder exchanged its Inflection Point Class A Ordinary Shares for New Intuitive Machines Class A Common Stock in a taxable transaction unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits” amount attributable to such U.S. Holder’s Inflection Point Class A Ordinary Shares; and

•a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose Inflection Point Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Domestication.

Inflection Point does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations”, Inflection Point believes that it is likely classified as a PFIC for U.S. federal income tax purposes. If Inflection Point were classified as a PFIC for U.S. federal income tax purposes, then notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Inflection Point Class A Ordinary Shares or Inflection Point Warrants for New Intuitive Machines Class A Common Stock or New Intuitive Machines Warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code and such other PFIC rules may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations — d. QEF Election and Mark-to-Market Election” with respect to their Inflection Point Class A Ordinary Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Under current law, no such elections may be made with respect to Inflection Point Warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations — II. U.S. Holders”.

Each U.S. Holder is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Inflection Point Class A Ordinary Shares and Inflection Point Warrants for New Intuitive Machines Class A Common Stock and New Intuitive Machines Warrants pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — III. Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s New Intuitive Machines Class A Common Stock after the Domestication.

Although the redemptions of holders that exercise redemption rights with respect to Inflection Point Class A Ordinary Shares will occur prior to the Domestication, it is possible that the IRS could assert that for U.S. federal income tax purposes such redemptions should be treated as occurring after the Domestication. If such redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication, holders exercising redemption rights would still be subject to the potential tax consequences of the Domestication, and for U.S. Holders, the determination of whether a U.S. Holder is a 10% U.S. Shareholder or is otherwise subject to Section 367 of the Code would be determined as if the redemptions had not yet occurred at the time of the Domestication. Holders should consult their tax advisors regarding the possibility that the redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication despite the redemptions occurring in form prior to the Domestication.

20

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations”.

Q.Do I have redemption rights?

A.If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price.

Q.How do I exercise my redemption rights?

A.If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

(a)(i) hold Public Shares or (ii) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(c)deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on February6, 2023 (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

The address of Continental is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of September 30, 2022, this would have amounted to approximately $10.06 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of Inflection Point’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Inflection Point’s consent, until the Domestication. Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection

21

with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Inflection Point permit the withdrawal of the request for redemption and instruct Continental, to return the share certificates (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by Continental at least two business days prior to the scheduled date of the vote at the extraordinary general meeting. No request for redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to Continental, at least two business days prior to the scheduled date of the vote at the extraordinary general meeting.

If a holder of Public Shares properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, Inflection Point will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If you are a holder of Public Shares and you exercise your redemption rights, such exercise will not result in the loss of any Public Warrants that you may hold.

Q.If I am a holder of Public Warrants, can I exercise redemption rights with respect to my Public Warrants?

A.No. The holders of Inflection Point Warrants have no redemption rights with respect to such securities.

Assuming that no more than 16,487,500 Public Shares, representing 50% of the Public Shares issued in connection with the IPO, are redeemed for an aggregate payment of approximately $165.9 million from the Trust Account, which is a potential amount of redemptions, and assuming that each redeeming Public Shareholder holds one-half of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each Inflection Point Unit) and using the closing warrant price on Nasdaq of $0.25 as of September 15, 2022 (the trading day before the announcement of the Business Combination Agreement), the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is approximately $2,060,938. Assuming the maximum redemptions scenario, resulting in 30,075,000 Public Shares redeemed for an aggregate payment of approximately $302.6 million from the Trust Account (after giving effect to the Non-Redemption Agreement with Kingstown 1740 pursuant to which Kingstown 1740 has agreed not to redeem the 2,900,000 Business Combination Non-Redemption Covered Shares), and assuming that each redeeming Public Shareholder holds one-half of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each Inflection Point Unit) and using the closing warrant price on Nasdaq of $0.25 as of September 15, 2022 (the trading day before the announcement of the Business Combination Agreement), the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is approximately $3,759,375. The actual market price of the Public Warrants may be higher or lower on the date that warrant holders seek to sell such Public Warrants. Additionally, Inflection Point cannot assure the holders of warrants that they will be able to sell their Public Warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their Public Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, the holder of New Intuitive Machines Warrants following the Closing who exercises such New Intuitive Machines Warrants will ultimately own a greater interest in New Intuitive Machines because there would be fewer shares outstanding overall.

Q.How do the Public Warrants differ from the Private Placement Warrants, and what are the related risks for any Public Warrant Holders after the Business Combination?

A.The Public Warrants are identical to the Private Placement Warrants in material terms and provisions, except that the Private Placement Warrants (including the shares of New Intuitive Machines Class A Common Stock issuable upon exercise of the Private Placement Warrants) may not be transferred, assigned or sold by the holders until 30 days after the Closing and (ii) are entitled to registration rights.

Following the Closing, we may redeem your unexpired Public Warrants and Private Placement Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem outstanding Public Warrants and Private Placement Warrants at any time after they become

22

exercisable and prior to their expiration, at a price of $0.01 per Public Warrant or Private Placement Warrant, provided that the last reported sales price of New Intuitive Machines Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the Public Warrants and Private Placement Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants and Private Placement Warrants could force you (i) to exercise your Public Warrants and Private Placement Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants and Private Placement Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants and Private Placement Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants and Private Placement Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants and Private Placement Warrants.

Q.What are the U.S. federal income tax consequences of exercising my redemption rights?

A.The U.S. federal income tax consequences of exercising your redemption rights with respect to your Public Shares depend on your particular facts and circumstances. It is possible that you may be treated as selling your Public Shares and, as a result, recognize capital gain or capital loss. It is also possible that the Redemption may be treated as a distribution for U.S. federal income tax purposes. Whether a redemption of shares qualifies for sale treatment will depend largely on the total number of shares of Inflection Point stock you are treated as owning before and after the redemption (including any shares that you constructively own as a result of owning Public Warrants and any shares that you directly or indirectly acquire pursuant to the Business Combination) relative to all of the shares of Inflection Point stock outstanding both before and after the redemption. Redeeming U.S. Holders generally will be subject to the PFIC rules with respect to any gain or loss recognized by the U.S. Holder on its deemed sale of its Inflection Point Class A Ordinary Shares (if the redemption were treated as a sale of shares) or any corporate distributions deemed received on its Inflection Point Class A Ordinary Shares (if the redemption were treated as a corporate distribution). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations”.

All Public Shareholders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q.What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A.Following the closing of the IPO (including partial exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $329,750,000 ($10.00 per Inflection Point Unit) of the net proceeds from the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. As of September 30, 2022, funds in the Trust Account totaled $331,742,611 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (a) the completion of a business combination (including the Closing), (b) the redemption of all of the Public Shares if Inflection Point is unable to complete a business combination by September 24, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date) and (c) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of Inflection Point’s obligation to redeem 100% of the Public Shares in connection with its initial business combination or if it does not complete a business combination by September 24, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of New

23

Intuitive Machines following the Business Combination. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q.Did the Inflection Point Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.The Inflection Point Board did not obtain a third-party valuation or fairness opinion in connection with the determination to approve the Business Combination. The Inflection Point Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to the Inflection Point shareholders. The Inflection Point Board’s conclusion was based on, among other things, (a) the implied valuation of Intuitive Machines’ public peer group, which included Planet Labs PBC, Terran Orbital Corporation, Maxar Technologies, Rocket Lab USA, Inc., Virgin Galactic, and Virgin Orbit (the “Peer Group”), and (b) Intuitive Machines’ growth prospects, business strategy, market-leading competitive positioning, and projections. A discussion of the comparable companies appears below in the section titled “The Inflection Point Board’s Reasons for the Approval of the Business Combination” and a discussion of the projections appears below in the section titled “Projected Financial Information.”

The Inflection Point Board also determined, without seeking a valuation from a financial advisor, that Intuitive Machines’ fair market value was at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of the Business Combination Agreement. Accordingly, investors will be relying on the judgment of the Inflection Point Board in valuing Intuitive Machines’ business, and assuming the risk that the Inflection Point Board may not have properly valued such business. See the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to the Domestication and the Business Combination.”

Q.What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.Our Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

The Business Combination Agreement is not conditioned on an available cash condition. However, the Business Combination will not be consummated if, immediately prior to or upon the consummation of the Business Combination, Inflection Point does not have at least $5,000,001 in net tangible assets after giving effect to the redemptions. Additionally, the Business Combination Agreement is subject to the condition that Kingstown 1740 shall not have exercised redemption rights with respect to the 2,900,000 Inflection Point Class A Ordinary Shares underlying the 2,900,000 Inflection Point Units it purchased in the IPO. Kingstown 1740 entered into the Non-Redemption Agreement with Inflection Point and Intuitive Machines pursuant to which it has agreed not to exercise its redemption rights with respect to such 2,900,000 Inflection Point Class A Ordinary Shares underlying the 2,900,000 Inflection Point Units purchased by it in the IPO (including, the 1,386,989 IPO Redemption Waiver Covered Shares).

In the event of significant redemptions, with fewer Public Shares and Inflection Point Public Shareholders, the trading market for New Intuitive Machines Class A Common Stock may be less liquid than the market for shares of Inflection Point Class A Ordinary Shares was prior to the Business Combination, and New Intuitive Machines may not be able to meet the listing standards for Nasdaq or another national securities exchange. Additionally, if the Trust Account proceeds that would be available to New Intuitive Machines upon the Closing are less than $71 million (net of transaction expenses), which is the amount of Trust Account proceeds underlying assumptions used in the Intuitive Machines Projections, New Intuitive Machines will have less cash available to pursue its anticipated growth strategies and new initiatives, including developing “survive the night” technology, larger lunar landers, purchasing additional satellites for the lunar constellation, developing Earth re-entry capabilities, and additional R&D. As a result, New Intuitive Machines’ results of operations and financial condition may be worse than projected.

24

The table below presents the value per share to an Inflection Point Shareholder that elects not to redeem across a range of redemption scenarios assuming no Intuitive Machines options are exercised prior to Closing and no Intuitive Machines OpCo options are exercised following Closing:

	No RedemptionsScenario(1)			50.0% RedemptionsScenario(2)			MaximumRedemptionsScenario(3)
	Shares	Valueper Share(4)		Shares	Valueper Share(4)		Shares	Valueper Share(4)
Base Scenario(5)	113,678,071	$	10.00	97,190,571	$	10.00	88,731,276	$	10.00
Assuming Issuance of all Earn Out Units(6)	123,678,071	$	9.19	107,190,571	$	9.07	98,731,276	$	8.99
Exercising all Warrants(7)	137,552,238	$	10.27	121,064,738	$	10.31	112,605,443	$	10.33
Issuing all Earn Out Units and exercising all Warrants(9)	147,552,238	$	9.58	131,064,738	$	9.52	122,605,443	$	9.49

____________

(1)Assumes no Public Shares are redeemed.

(2)Assumes that 16,487,500 of Public Shares, representing 50% of the outstanding Public Shares, are redeemed.

(3)Assumes that 30,075,000 of Public Shares are redeemed, representing the maximum amount of Public Shares that can be redeemed after giving effect to the Non-Redemption Agreement with Kingstown 1740 pursuant to which Kingstown 1740 has agreed not to redeem the 2,900,000 Business Combination Non-Redemption Covered Shares. Assumes New Intuitive Machines issues 5,128,205shares of New Intuitive Machines Class A Common Stock to CFPI under the Equity Facility pursuant to the Cantor Purchase Agreement at a price per share equal to 97.5% of the implied price of $10.00 per share in the Business Combination.

(4)Based on a post-transaction equity value of New Intuitive Machines of the following:

	Post-Transaction Equity Value
	No Redemptions Scenario		50.0% Redemptions Scenario(4a)		Maximum Redemptions Scenario(4b)
Base Scenario(5)	$	1,136,780,710	$	971,907,710	$	887,312,761
Assuming Issuance of all Earn Out Units(6)	$	1,136,780,710	$	971,907,710	$	887,312,761
Exercising all Warrants(7)	$	1,413,229,465	$	1,248,354,465	$	1,163,761,516
Issuing all Earn Out Units and Exercising all Warrants(8)	$	1,413,229,465	$	1,248,354,465	$	1,163,761,516

____________

(4a)Based on a post-transaction equity value of New Intuitive Machines of approximately $971.9 million, which equals (i) approximately $1,136.8 million less (ii) the approximately $164.9 million (or approximately $10.00 per share, representing its original per share portion of the principal in the Trust Account) that would be paid from the Trust Account to redeem 16,487,500 Public Shares in the 50% Redemptions Scenario.

(4b)Based on a post-transaction equity value of New Intuitive Machines of approximately $887.3 million, which equals (i) approximately $1,136.8 million less (ii) the approximately $300.8 million (or approximately $10.00 per share, representing its original per share portion of the principal in the Trust Account) that would be paid from the Trust Account to redeem 30,075,000 Public Shares in the Maximum Redemptions Scenario plus (iii) the equity value of approximately $ 51.3million (at $10.00 per share) of the 5,128,205shares of New Intuitive Machines Class A Common Stock assumed to be sold to CFPI pursuant to the Equity Facility in the Maximum Redemptions Scenario.

(5)Represents (i) 68,125,987shares of New Intuitive Machines Common Stock held by Intuitive Machines Members in all redemptions scenarios, (ii) (x) 32,975,000 Public Shares held by Public Shareholders in the No Redemptions Scenario, (y) 16,487,500 Public Shares held by Pubic Shareholders in the 50.0% Redemptions Scenario, and (z) 2,900,000 Public Shares held by Public Shareholders in the Maximum Redemptions Scenario, (iii) 8,243,750shares of New Intuitive Machines Common Stock, as converted from Inflection Point Class B Ordinary Shares held by the Sponsor, (iv) 2,066,667shares of New Intuitive Machines Class A Common Stock held by SAFE holders in all scenarios, (v) (x) 100,000shares of New Intuitive Machines Class A Common Stock as Commitment Shares held by CFPI in connection with the Equity Facility in the No Redemptions Scenario, (y) 100,000shares of New Intuitive Machines Class A Common Stock as Commitment Shares held by CFPI in connection with the Equity Facility and (z) 5,228,205shares of New Intuitive Machines Class A Common Stock held by CFPI in connection with the Equity Facility, consisting of 100,000shares of New Intuitive Machines Class A Common Stock as Commitment Shares and 5,128,205shares of New Intuitive Machines Class A Common Stock assumed to be sold to CFPI pursuant to the Equity Facility in the Maximum Redemptions Scenario and (vi) 2,166,667shares of New Intuitive Machines Class A Common Stock as converted from Series A Preferred Stock held by the Series A Investors (based on the initial conversion price).

(6)Represents the Base Scenario plus the issuance of all 10,000,000 Earn Out Units and an equal number of paired shares of New Intuitive Machines Class C Common Stock which may be issued to Intuitive Machines Members (in all redemptions scenarios) pursuant to the terms of the Business Combination Agreement.

25

(7)Represents the Base Scenario plus the cash exercise of the Public Warrants, Private Placement Warrants and Preferred Investor Warrants. Assumes (i) 16,487,500shares of New Intuitive Machines Class A Common Stock underlying Public Warrants are exercised for cash at the initial exercise price of $11.50 per share, (ii) 6,845,000shares of New Intuitive Machines Class A Common Stock underlying Private Placement Warrants are exercised for cash at the initial exercise price of $11.50 per share and (iii) 541,667shares of New Intuitive Machines Class A Common Stock underlying Preferred Investor Warrants are exercised for cash at the initial exercise price of $15.00 per share.

(8)Represents the Base Scenario plus the issuance of all 10,000,000 Earn Out Units and an equal number of paired shares of Intuitive Machines Common Stock which may be issued to Intuitive Machines Members (in all redemptions scenarios) pursuant to the terms of the Business Combination Agreement, plus the exercise of the Public Warrants, Private Placement Warrants and Preferred Investor Warrants.

Q. What underwriting fees are payable in connection with the Business Combination?

A.Pursuant to that certain Underwriting Agreement, dated September21, 2021, by and between Citigroup Global Markets Inc. (“Citi”), acting individually and as representative of the several underwriters listed on Schedule I thereto (the “Underwriting Agreement”), at the time of the IPO, Inflection Point provided an upfront discount to the underwriters of its IPO of $4,595,000. In addition, pursuant to the Underwriting Agreement, Citi, the book-running manager in Inflection Point’s IPO, was entitled to a deferred underwriting discount of $0.35 per Inflection Point Unit totaling $11,541,250 upon the consummation of the Business Combination, which would be payable from the amounts held in the Trust Account. On November27, 2022, Citi waived its entitlement to the payment of the deferred compensation in the aggregate amount of $11,541,250 solely with respect to the Business Combination. Citi was not provided, and will not be provided, from any source, any consideration in exchange for its waiver of its entitlement to the payment of the deferred compensation or with respect to any agreements, arrangements or understandings between Citi and any party with respect to the waiver. The following table illustrates the effective underwriting discount on a percentage basis for Public Shares at each redemption level identified below, taking into account that the upfront discount will not be adjusted based on redemptions and the waiver of the deferred underwriting discount:

	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
Unredeemed Public Shares		32,975,000			16,487,500			2,900,000
Trust Proceeds to New Intuitive Machines	$	331,742,611		$	165,871,306		$	29,175,241
Upfront Underwriting Discount	$	4,595,000		$	4,595,000		$	4,595,000
Deferred Underwriting Discount, pre-waiver	$	11,541,250		$	11,541,250		$	11,541,250
Deferred Underwriting Discount, post-waiver		—			—			—
Total Underwriting Discount, pre-waiver	$	16,136,250		$	16,136,250		$	16,136,250
Total Underwriting Discount, post-waiver	$	4,595,000		$	4,595,000		$	4,595,000
Total Underwriting Discount, pre-waiver as percentage of Trust Proceeds to New Intuitive Machines		4.86	%		9.73	%		55.31	%
Effective Total Underwriting Discount, post-waiver as percentage of Trust Proceeds to New Intuitive Machines		1.39	%		2.77	%		15.75	%

See “Risk Factors — Citi, the lead underwriter in the Inflection Point IPO, without any consideration from Inflection Point or Intuitive Machines, waived its entitlement to deferred underwriting compensation, but would be entitled to such compensation in connection with an alternative business combination, should the Business Combination be terminated, and remains entitled to customary indemnification and contribution obligations of Inflection Point in connection with the Business Combination” for additional information.

Q.What conditions must be satisfied to complete the Business Combination?

A.The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by Inflection Point’s shareholders of the Condition Precedent Proposals, (ii) the approval of the Business Combination Agreement and the Business Combination by the Intuitive Machines Members, (iii) Inflection Point having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon the Closing, (iv) the registration statement of which the accompanying proxy statement/prospectus forms a part becoming effective, (v) approval of the listing of the New Intuitive Machines Class A Common Stock on Nasdaq, subject to satisfaction of the round