UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 30, 2022
INFLECTION
POINT ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Cayman Islands |
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001-40823 |
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N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
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(IRS Employer
Identification No.) |
34 East 51st Street, 5th Floor
New York, New York 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 319-1309
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☒ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
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IPAXU |
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The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
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IPAX |
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The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
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IPAXW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on September 21, 2021,
Inflection Point Acquisition Corp. (the “Company”) entered into a Forward Purchase Agreement (the “Forward
Purchase Agreement”) with Kingstown 1740 Fund, L.P. and Kingfishers L.P. (collectively the “Purchaser” and
together with the Company the “Parties”). The Purchaser is an affiliate of certain officers and directors of the Company
and of the Company’s sponsor, Inflection Point Holdings LLC. Pursuant to the Forward Purchase Agreement, the Purchaser agreed to
purchase up to 5,000,000 of the Company’s Class A ordinary shares for $10.00 per share, or an aggregate amount of up to $50,000,000,
in a private placement that would close concurrently with the closing of the Company’s initial business combination, provided that
the Purchaser’s commitment under the Forward Purchase Agreement was subject to approval of its investment committee prior to the
closing of the Company’s initial business combination and the Company had the right, in its sole discretion, to reduce the number
of shares that the Purchaser may purchase pursuant to the Forward Purchase Agreement.
In light of the execution of the Securities Purchase
Agreement by and between the Company, Intuitive Machines, LLC, Kingstown 1740 Fund, L.P. and certain other investors, dated as of September
16, 2022 (“Securities Purchase Agreement”), as previously disclosed, the Company does not intend to ask the Purchaser
to purchase, and the Purchaser does not intend to purchase, any shares under the Forward Purchase Agreement. Accordingly, on November
30, 2022, the Parties entered into a termination agreement (the “Termination Agreement”) to terminate the Forward Purchase
Agreement.
The foregoing description of the Termination Agreement,
the Forward Purchase Agreement and the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety
by reference to the Termination Agreement, previously filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-4/A
(File No. 333-267846) filed with the Securities and Exchange Commission on December 1, 2022, the Forward Purchase Agreement, previously
filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K dated September 24, 2021, and the Securities Purchase Agreement,
previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K dated September 16, 2022, respectively, and are incorporated
herein by reference.
Additional Information and Where to Find It
This filing relates to a proposed transaction
between Intuitive Machines, LLC (“Intuitive Machines”) and the Company (the “Business Combination”).
In connection with the Business Combination, the Company has filed a registration statement on Form S-4 (the “Registration Statement”)
with the SEC, which includes a preliminary proxy statement/prospectus to be distributed to holders of the Company’s ordinary shares
in connection with the Company’s solicitation of proxies for the vote by the Company’s shareholders with respect to the Business
Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities
to be issued to Intuitive Machines equity holders in connection with the Business Combination. After the Registration Statement has been
declared effective, the Company will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The
Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation
of proxies to the Company’s shareholders in connection with the Business Combination. The Company will also file other documents
regarding the Business Combination with the SEC. Before making any voting decision, investors and security holders of the Company and
Intuitive Machines are urged to read the Registration Statement, the proxy statement/prospectus contained therein, and all other relevant
documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will
contain important information about the Business Combination.
Investors and security holders will be able to
obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by the Company
may be obtained free of charge from the Company’s website at www.inflectionpointacquisition.com or by written request to the Company
at Inflection Point Acquisition Corp., 34 East 51st Street, 5th Floor, New York, NY 10022.
No Offer or Solicitation
This filing is for informational purposes only
and shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, nor a solicitation of a proxy, vote,
consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdictions. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
This filing contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the Business Combination. These forward-looking statements generally
are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual
results to differ materially from the expected results. Many factors could cause actual future events to differ materially from the forward-looking
statements in this document, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of the Company’s securities, (ii) the risk that the Business Combination
may not be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business
combination deadline if sought by the Company, (iii) the failure to satisfy the conditions to the consummation of the Business Combination,
including the receipt of the requisite approvals of the Company’s shareholders and Intuitive Machines’ equity holders, respectively,
and the receipt of certain governmental and regulatory approvals, (iv) the occurrence of any event, change or other circumstance that
could give rise to the termination of the business combination agreement, (v) the effect of the announcement or pendency of the Business
Combination on Intuitive Machines’ business relationships, performance, and business generally, (vi) risks that the Business Combination
disrupts current plans of Intuitive Machines and potential difficulties in Intuitive Machines employee retention as a result of the Business
Combination, (vii) the outcome of any legal proceedings that may be instituted against Intuitive Machines or against the Company related
to the agreement and plan of merger or the Business Combination, (viii) the ability to maintain the listing of the Company’s securities
on Nasdaq, (ix) the price of the Company’s securities may be volatile due to a variety of factors, including changes in the competitive
and highly regulated industries in which Intuitive Machines plans to operate, variations in performance across competitors, changes in
laws and regulations affecting Intuitive Machines’ business and changes in the combined capital structure, (x) the ability to implement
business plans, forecasts, and other expectations after the completion of the Business Combination and identify and realize additional
opportunities, (xi) the impact of the global COVID-19 pandemic, (xii) the market for commercial human spaceflight has not been established
with precision, it is still emerging and may not achieve the growth potential Intuitive Machines expects or may grow more slowly than
expected, (xiii) space is a harsh and unpredictable environment where Intuitive Machines’ products and service offerings are exposed
to a wide and unique range of environmental risks, which could adversely affect Intuitive Machines’ launch vehicle and spacecraft
performance, (xiv) Intuitive Machines’ business with various governmental entities is subject to the policies, priorities, regulations,
mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto, (xv) Intuitive
Machines’ limited operating history makes it difficult to evaluate its future prospects and the risks and challenges they may encounter
and (xvi) other risks and uncertainties described in the Company’s registration statement on Form S-1 (File No. 333-253963), which
was originally filed with the SEC on September 21, 2021 (the “Form S-1”), in its Annual Report on Form 10-K for the year ended
2021 and its subsequent Quarterly Reports on Form 10-Q, the Registration Statement, the proxy statement/prospectus contained therein,
and any other documents filed by the Company from time to time with the SEC. The foregoing list of factors is not exhaustive. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a
guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the “Risk Factors” section of the Form S-1, the Annual Report on Form 10-K
for the year ended 2021, the Quarterly Reports on Form 10-Q, the Registration Statement, the proxy statement/prospectus contained therein,
and the other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
Intuitive Machines and the Company assume no obligation and do not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. Neither Intuitive
Machines nor the Company gives any assurance that either Intuitive Machines or the Company, respectively, will achieve its expectations.
Participants in the Solicitation
The Company and Intuitive Machines and their respective
directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection
with the Business Combination. Information about the Company’s directors and executive officers and their ownership of the Company’s
securities is set forth in the Company’s filings with the SEC. To the extent that holdings of the Company’s securities have
changed since the amounts printed in the Company’s Annual Report on Form 10-K for the year ended 2021, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of
those persons and other persons who may be deemed participants in the Business Combination may be obtained by reading the proxy statement/prospectus
regarding the Business Combination when it becomes available. You may obtain free copies of these documents as described in the preceding
paragraph.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December 2, 2022
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INFLECTION POINT ACQUISITION CORP. |
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By: |
/s/ Michael Blitzer |
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Name: Michael Blitzer |
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Title: Co-Chief Executive Officer |
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