What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-04-14 · 479 added, 357 removed, 0 unchanged (100% of the section changed)

We are a blank check company incorporated as a Cayman

Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar

business combination with one or more businesses (the “ Initial Business Combination ”).

Our sponsor is Inflection Point

Holdings LLC, a Cayman Islands limited liability company (the “ Sponsor ”).

Our business strategy is to identify and complete

our Initial Business Combination with a company that complements the experiences and skills of our leadership team and can benefit from

their operational expertise.

Our selection process will leverage our leadership team’s broad and deep relationship network, unique

industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities.

This network has

been developed through our leadership team’s extensive experience and demonstrated success both investing in and operating businesses

in our target sectors and across a variety of industries.

Over the course of our leadership’s careers,

they have developed experience in:

● Operating world-class global consumer brands in highly competitive consumer categories;

● Scaling established brands across their next stage of growth and further creating new brand categories

and independent sub-brands to expand addressable markets and deepen customer relationships;

● Working with emerging consumer brands on strategy and operational execution to create category-killer

products and drive recurring relationships with customers across a variety of categories;

● Updating and enabling technology proficiencies across a variety of legacy consumer companies and incubating

technology-first growth updates inside otherwise analogue operations;

● Investing in and actively driving the growth of venture-stage and early-stage companies across consumer

and technology industries;

● Advising on billions of dollars of mergers, acquisitions and securities offerings in the technology sector

over the last 25 years;

● Sourcing, researching and investing in numerous special situation and

corporate transformation opportunities with a multi-year hold period enabled by deep sector knowledge and close management relationships.

We believe that our leadership team is well positioned to identify

attractive Initial Business Combination opportunities with a compelling industry backdrop and an opportunity for transformational growth.

Our objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the

acquired company.

We expect to favor opportunities with certain industry and business characteristics.

Key industry characteristics include

stable long-term growth trends and industry fundamentals, attractive competitive dynamics, opportunities to benefit from secular changes

in consumer behavior (including shifting consumer demographics, changing consumer shopping behaviors and evolving consumer preferences),

limited “fad” or technological disruption risks and potential consolidation opportunities.

Key business characteristics include

high year over year expansion, attractive market positions and competitive advantages, strong operating margins and free cash flow characteristics,

opportunities for operational improvement and scalable business models.

We have reviewed, and continue to review, a number

of opportunities to enter into an Initial Business Combination, but we are not able to determine at this time whether we will complete

an Initial Business Combination with any of the target businesses that we have reviewed or with any other target business.

neither engaged in any operations nor generated any revenue to date.

Based on our business activities, the Company is a “shell company”

as defined under the Exchange Act of 1934 (the “ Exchange Act ”) because we have no operations and nominal assets consisting

almost entirely of cash.

The registration statement for our initial public offering (the “ Initial

Public Offering ” or “ IPO ”) was declared effective on September 21, 2021 (the “ Effective Date ”).

On September 24, 2021, we consummated our Initial Public Offering of 30,000,000 units (the “ Units ”).

The Units were

sold at a price of $10.00 per Unit, generating gross proceeds of $300,000,000.The underwriters had a 45-day option from the Effective

Date to purchase up to an additional 4,500,000 Units to cover over-allotments, if any.

On October 29, 2021, the underwriters partially

exercised the over-allotment option (the “ Over-Allotment ” and together with the IPO, the “ Public Offering ”)

and purchased an additional 2,975,000 Units (the “ Over-Allotment Units ”) generating additional gross proceeds of $29,750,000,

and forfeited their option to purchase the remaining 1,525,000 Units.

Each Unit consists of one Class A ordinary share, par value $0.0001

per share (the “ Class A Ordinary Shares ” or “ Public Shares ”) and one-half of one redeemable warrant,

with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (the “ Public

Simultaneously with the consummation of the Initial Public Offering,

we completed the private sale (the “ Private Placement ”) of an aggregate of 6,250,000 warrants (the “ IPO Private

Placement Warrants ”) to the Sponsor at a purchase price of $1.00 per IPO Private Placement Warrant, generating gross proceeds

of $6,250,000.

On October 29, 2021, simultaneously with the sale of the Over-Allotment Units, the Sponsor purchased an additional 595,000

warrants (the “ Over-Allotment Private Placement Warrants ” and together with the IPO Private Placement Warrants, the

“ Private Placement Warrants ” and the Private Placement Warrants together with the Public Warrants, the “ Warrants ”),

generating aggregate gross proceeds to the Company of $595,000.

On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003

per share, to cover certain offering and formation costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the

“ Founder Shares ”).

On March 5, 2021, the Company effected a 1.2 to 1 share recapitalization with respect to its Class

B ordinary shares, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares.

Up to 1,125,000 Founder Shares were subject

to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised.

29, 2021, as a result of the partial exercise of the over-allotment option, the Sponsor forfeited 381,250 Founder Shares and the remaining

Founder Shares are no longer subject to forfeiture.

An aggregate of 12 qualified institutional buyers

(“ Anchor Investors ”) expressed an interest to purchase an aggregate of approximately $322.3 million of the Units sold

None of the Anchor Investors expressed an interest in purchasing more than 9.9% of the Units sold in the IPO.

The Anchor Investors

were allocated and purchased a total of 29,540,000 Units or 98.5% of the Units sold in the IPO.

One of the Anchor Investors, Kingstown

1740 Fund, LP, is an affiliate of the Sponsor, and was allocated and purchased 2,900,000 Units sold in the IPO.

In addition, subject to

each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership

interests reflecting an allocation of Founder Shares to each Anchor Investor, representing an aggregate of 1,625,000 Founder Shares to

all Anchor Investors.

Following the closing of the IPO on September 24, 2021, $300,000,000

($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the IPO Private Placement Warrants was deposited

into a trust account (the “ Trust Account ”) at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer

& Trust Company, acting as trustee.

Following the closing of the Over-Allotment on October 29, 2021, an additional $29,750,000 ($10.00

per Over-Allotment Unit) from the net proceeds from the sale of the Over-Allotment Units in the Over-Allotment and the sale of the Over-Allotment

Private Placement Units was deposited into the Trust Account.

The funds held in the Trust Account are invested in

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “ Investment

Company Act ”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under

the Investment Company Act which invest only in direct U.S.

government treasury obligations until the earlier of:

(i) the consummation

of an Initial Business Combination or (ii) the distribution of the Trust Account.

As of December 31, 2021, there was $329,755,798 in cash and securities

held in the Trust Account, which includes interest income of $5,798.

As of December 31, 2021, $359,610 of cash is held outside the Trust

Account, available for working capital needs.

The Company is a Cayman Islands exempted company and is presently not subject to income

taxes or income tax filing requirements in the Cayman Islands or the United States.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage

in, any operations for an indefinite period of time.

We intend to effectuate our Initial Business Combination using cash held in the Trust

Account, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination

of the foregoing.

We may seek to complete our Initial Business Combination with a company or business that may be financially unstable

or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our Initial Business Combination is paid for using equity or debt

securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our Initial

Business Combination or used for redemptions of our Public Shares, we may apply the balance of the cash released to us from the Trust

Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment

of principal or interest due on indebtedness incurred in completing our Initial Business Combination, to fund the purchase of other companies

or for working capital.

Selection of a Target Business and Structuring

of Our Initial Business Combination

While we may pursue an Initial Business Combination target in any industry,

we intend to focus our search initially on North American and European businesses in the consumer and technology sectors, which complements

the expertise of our management team.

Our amended and restated memorandum and articles of association (as amended on September 21, 2021,

our “ Amended and Restated Memorandum and Articles of Association ”) prohibits us from entering into an Initial Business

Combination with another blank check company or a similar company with nominal operations.

Nasdaq rules require that we must complete one or

more Initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust

Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of

our signing a definitive agreement in connection with our Initial Business Combination.

Our board of directors will make the determination

as to the fair market value of our Initial Business Combination.

If our board of directors is not able to independently determine the

fair market value of our Initial Business Combination (including with the assistance of financial advisors), we will obtain an opinion

from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority (“ FINRA ”)

or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

While we consider

it likely that our board of directors will be able to make an independent determination of the fair market value of our Initial Business

Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a

significant amount of uncertainty as to the value of the target’s assets or prospects.

Additionally, pursuant to Nasdaq rules, any

Initial Business Combination must be approved by a majority of our independent directors.

We anticipate structuring our Initial Business Combination so that

the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of

the target business or businesses.

We may, however, structure our Initial Business Combination such that the post-transaction company

owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management

team or shareholders or for other reasons, but we will only complete such Initial Business Combination if the post transaction company

owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

sufficient for it not to be required to register as an investment company under the Investment Company Act.

Even if the post-transaction

company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Initial Business Combination

may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the

Initial Business Combination.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange

for all of the outstanding capital stock, shares or other equity interests of a target.

In this case, we would acquire a 100% controlling

interest in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior

to our Initial Business Combination could own less than a majority of our issued and outstanding shares subsequent to our Initial Business

If less than 100% of the equity interests or assets of a target business

or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired

is what will be taken into account for purposes of the 80% of net assets test described above.

If the Initial Business Combination involves

more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

In evaluating a prospective target business, we expect

to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document

reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,

clinical, scientific, IP, legal and other information which will be made available to us.

If we determine to move forward with a particular

target, we will proceed to structure and negotiate the terms of the Initial Business Combination transaction.

The time required to select and evaluate a target

business and to structure and complete our Initial Business Combination, and the costs associated with this process, are not currently

ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of, and negotiation with,

a prospective target business with which our Initial Business Combination is not ultimately completed will result in our incurring losses

and will reduce the funds we can use to complete another Initial Business Combination.

Except as described herein, the Company will not

pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection

with our Initial Business Combination.

We are not prohibited from pursuing an Initial Business

Combination with a target that is affiliated with our Sponsor, officers or directors, or from completing the Initial Business Combination

through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we seek to complete an

Initial Business Combination with a target that is affiliated (as defined in our Amended and Restated Memorandum and Articles of Association)

with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment

banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions stating that the consideration

to be paid by us in such an Initial Business Combination is fair to our Company from a financial point of view.

We are not required to

obtain such an opinion in any other context.

Redemption Rights for Public Shareholders upon

Completion of our Initial Business Combination

We will provide the holders of our Public Shares (our “ Public

Shareholders ”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of our Initial Business

Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of

two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust

Account and not previously released to us to pay our taxes, divided by the number of then-outstanding Public Shares, subject to the limitations

and on the conditions described herein.

The amount in the Trust Account at such time is anticipated to be approximately $10.00 per Public

The per share amount we will distribute to Public Shareholders who properly redeem their Public Shares will not be reduced by the

deferred underwriting commissions we will pay to the underwriters.

Our Sponsor, officers and directors have entered into a letter agreement

with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares

they may hold in connection with the completion of our Initial Business Combination.

Submission of our Initial Business Combination

to a Shareholder Vote

In the event that we seek shareholder approval of

our Initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with

the redemption rights described above upon completion of the Initial Business Combination.

If we seek shareholder approval, we will complete our Initial Business

Combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the

shareholders who attend and vote at a general meeting of the Company.

A quorum for such meeting will be present if the holders of a majority

of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy.

Our Sponsor, officers and directors

will count toward this quorum and, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote their Founder

Shares and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated

transactions) in favor of our Initial Business Combination.

For purposes of seeking approval of an ordinary resolution, non-votes will

have no effect on the approval of our Initial Business Combination once a quorum is obtained.

In addition, our Sponsor, officers and directors

have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion

of the Initial Business Combination.

If we seek shareholder approval of our Initial Business Combination

and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our Sponsor,

directors, officers, advisors or their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or

in the open market either prior to or following the completion of our Initial Business Combination.

There is no limit on the number of

Public Shares our Sponsor, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance

with applicable law and Nasdaq rules.

However, they have no current commitments, plans or intentions to engage in such transactions and

have not formulated any terms or conditions for any such transactions.

None of the funds held in the Trust Account will be used to purchase

Public Shares or Public Warrants in such transactions.

If they engage in such transactions, they will not make any such purchases when

they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited under the

Exchange Act.

We do not currently anticipate that such purchases,

if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject

to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases

are subject to such rules, the purchasers will comply with such rules.

Any such purchases will be reported pursuant to Section 13

and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

The purpose of any such purchases of Public Shares could be to vote

such Public Shares in favor of the Initial Business Combination and thereby increase the likelihood of obtaining shareholder approval

of the Initial Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum

net worth or a certain amount of cash at the closing of our Initial Business Combination, where it appears that such requirement would

otherwise not be met.

The purpose of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding

or to vote such Public Warrants on any matters submitted to the warrant holders for approval in connection with our Initial Business Combination.

Any such purchases of our securities may result in the completion of our Initial Business Combination that may not otherwise have been

In addition, if such purchases are made, the public “float” of our Public Shares or Public Warrants may be reduced

and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,

listing or trading of our securities on a national securities exchange.

Conduct of Redemptions Pursuant to Tender Offer

If we conduct redemptions pursuant to the tender offer rules of the

Securities and Exchange Commission (the “ SEC ”), our offer to redeem will remain open for at least 20 business

days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our Initial Business Combination

until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on Public Shareholders not tendering

more than the number of Public Shares we are permitted to redeem.

If Public Shareholders tender more Public Shares than we have offered

to purchase, we will withdraw the tender offer and not complete the Initial Business Combination.

Upon the public announcement of our Initial Business

Combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate any plan established

in accordance with Rule 10b5-1 to purchase our Class A Ordinary Shares in the open market, in order to comply with Rule 14e-5

under the Exchange Act.

Limitation on Redemption upon Completion of

our Initial Business Combination if we Seek Shareholder Approval

If we seek shareholder approval of our Initial

Business Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer

rules, our Amended and Restated Memorandum and Articles of Association provide that a Public Shareholders, together with any affiliate

of such Public Shareholder or any other person with whom such Public hareholder is acting in concert or as a “group” (as defined

under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of

15% of the Public Shares without our prior consent (the “ Excess Shares ”).

We believe this restriction will discourage

Public Shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise

their redemption rights against a proposed Initial Business Combination as a means to force us or our management to purchase their Public

Shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a Public Shareholder

holding more than an aggregate of 15% of the Public Shares could threaten to exercise its redemption rights if such holder’s Public

Shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our Public Shareholders’ ability to redeem no more than 15% of the Public Shares without our prior consent, we believe

we will limit the ability of a small group of Public Shareholders to unreasonably attempt to block our ability to complete our Initial

Business Combination, particularly in connection with an Initial Business Combination with a target that requires as a closing condition

that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our Public Shareholders’ ability

to vote all of their Public Shares (including Excess Shares) for or against our Initial Business Combination.

Redemption of Public Shares and Liquidation

if No Initial Business Combination

Our Amended and Restated Memorandum and Articles

of Association provide that we have 24 months from the closing of our IPO, i.e., September 24, 2023, (“ Completion Window ”)

to complete our Initial Business Combination.

If we are unable to complete our Initial Business Combination within such period, we will:

(i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to

pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public

Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate

and dissolve, subject in the case of clauses;

(ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors

and in all cases subject to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions

with respect to our Warrants, which will expire worthless if we fail to complete our Initial Business Combination within the Completion

In identifying, evaluating and selecting a target

business for our Initial Business Combination, we may encounter competition from other entities having a business objective similar to

ours, including other special purpose acquisition companies (“ SPACs ”), private equity groups and leveraged buyout funds,

public companies and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive

experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess

similar or greater financial, technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited

by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash to our Public Shareholders who exercise their redemption rights may reduce the resources available

to us for our Initial Business Combination and our issued and outstanding Warrants, and the future dilution they potentially represent,

may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an Initial Business Combination.

We currently have three officers:

Michael Blitzer, Guy Shanon and Brian

These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their

time as they deem necessary to our affairs until we have completed our Initial Business Combination.

The amount of time they will devote

in any time period will vary based on whether a target business has been selected for our Initial Business Combination and the stage of

the Initial Business Combination process we are in.

We have only one full time employee, Kevin Shannon.

Available Information

We are required to file Annual Reports on Form

10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current

Report on Form 8-K.

The SEC also maintains an Internet website that contains reports, proxy and information statements and other information

regarding issuers that file electronically with the SEC.

Our website is located at inflectionpointacquisition.com/home/default.aspx and

our investor relations website is located at inflectionpointacquisition.com/investor-relations/default.aspx.

We provide a link through

our investor relations website to the section of the SEC’s website at www.sec.gov., that has all of the reports that we file or

furnish with the SEC.

In addition, the Company will provide copies of these documents without charge upon request from us in writing at

Inflection Point Acquisition Corp., 34 East 51 st Street, 5 th Floor, Attn.:

Michael Blitzer or by telephone at (212)

Further, corporate governance information, including

our code of ethics, audit committee charter, compensation committee charter, insider trading policy and related party transaction policy,

is also available on our investor relations website.

The contents of our websites are not incorporated by reference into this Annual Report

on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual

references only.

following discussion reflects the business of Intuitive Machines, as currently embodied by Intuitive Machines.

A diversified space company initially focused on establishing the lunar infrastructure and basis for

commerce to inform and sustain human presence off Earth.

Servicing the National Aeronautics and Space Administration (“NASA”) and a worldwide set

of commercial payload customers, working to provide access to the lunar surface, cislunar space and data transmission for science, technology,

and infrastructure.

to provide a thriving, diverse lunar economy, creating new opportunities and markets to enable on-orbit applications, a permanent

presence on the Moon, and expand the commercial space exploration marketplace.

are working to provide access to the lunar surface and collect and transmit cislunar data for science, technology, and infrastructure

As of December 31, 2022, we are one of a select few companies servicing NASA and a worldwide set of commercial payload customers.

We believe we have a strong position with a first mover advantage, as evidenced by three Commercial Lunar Payload Services (“CLPS”)

awards to date, more than any of our competitors as of December 31, 2022.

Intuitive Machine’s Nova-C lander is intended to

become the first U.S.

vehicle to softly land on the lunar surface since 1972.

The lander is capable of carrying up to 130 kilograms

of cargo and is designed to execute numerous experiments and technology demonstrations to the lunar surface in 2023.

Our goal is for

these missions to be followed up by IM-2, which is intended to become the first object to land at the South Pole of the Moon in human

history, and IM-3, our third CLPS award which will land at Reiner Gamma.

These missions, along with additional expeditions, are in partnership

with NASA, Nokia Corporation, SpaceFlight Inc., Columbia Sportswear Company, Aegis Aerospace, Inc.

and other commercial players.

offer our customers the flexibility needed to pioneer a thriving and diverse lunar economy designed to enable a permanent presence in

lunar orbit and on the lunar surface.

believe the commercial lunar economy is poised for growth given a number of key factors, including reduced barriers to entry in space,

rising geopolitical tensions, and growing demand and program funding from the U.S.

Barriers to Entry:

The barriers to entry of the lunar economy have diminished significantly over the past

In particular, the costs of launch and lunar exploration have decreased meaningfully since the Apollo missions of the 1960s and

NASA currently estimates that the upcoming Artemis I mission will cost approximately $28 billion to fund.

public-private partnerships, such as NASA’s commercial lunar payload contract program, are helping private companies pursue

innovation and make lunar exploration more affordable than in past decades.

Geopolitical Tensions:

Additionally, there is geopolitical and policy alignment with the return to the

As described in the 2022 Defense Intelligence Agency report titled Challenges to Security in Space , “China and

Russia value superiority in space.

As a result, we expect them to seek ways to strengthen their space and counterspace programs, and

determine ways to better integrate them into their respective militaries.” Specifically, the Chinese Lunar Exploration Program

is already well underway.

In 2020, Chang’e 5 successfully returned samples from the Moon.

Over the next five years, three

more Chang’e 5 missions are planned with the aim of generating products using lunar materials, a practice called in-situ resource

The success of China and the values placed on superiority in space by other countries, such as Russia, has ignited a 21st-century space

race that is well underway.

As a result of the aforementioned factors, government funding for lunar missions has significantly

grown as evidenced by the Artemis program.

The Artemis program is a bipartisan initiative to return humans to the Moon and eventually

achieve human exploration of Mars.

Unlike the Apollo program, the Artemis program is relying heavily upon partnership with the private

sector in order to accomplish its goals in the most cost-effective manner.

Total NASA spending on the Artemis program is expected

to reach $93 billion by 2025, according to a recent audit by the NASA Office of Inspector General.

The program aims to conduct its

first human landing in 2025 and achieve a sustainable human presence on the Moon with a powered habitable base camp by the late 2020s.

The $2.6 billion CLPS program that we lead was created to deliver scientific instruments to the Moon to gather data in preparation

for the human landing and eventually to deliver support equipment for human presence.

Beyond Artemis and CLPS, the Lunar Gateway and

Tipping Point contracts (with an approximately value of over $1.0 billion) are incremental evidence of the significant traction

in the lunar market.

Lunar Gateway is a series of three elements that will create a space station in lunar orbit scheduled to launch

Tipping Point is a NASA program that seeks industry-developed space technologies that can foster the development of commercial

space capabilities and benefit future NASA missions.

believe we are well-positioned to help ignite the cislunar economy by reducing cost of access while providing reliable missions

on a defined schedule.

We intend to accomplish this goal by integrating proven commercial technologies where they exist and solving the

hardest problems in a vertically integrated manner.

We believe we have already demonstrated success in this approach with our propulsion

and Guidance, Navigation and Control (“GN&C”) systems, both of which were designed and are produced in-house.

that space is the next economic frontier and the increased demand from governments, intelligence agencies, commercial industries, and

private individuals has created multiple avenues for long-term growth.

We are strongly positioned to exploit this growing market

and become a leader with its proprietary technology and active backlog of customers.

end markets that Intuitive Machines addresses represent over $175.0 billion in annual spending and include Space Exploration (estimated

NASA spending of $25.0 billion in 2022), National Security Space (estimated Space Force, SDA and MDA spending of $30.0 billion

in 2022) and Commercial Satellite Services (estimated spending of $123.0 billion in 2022).

Within these markets, Lunar Services

and Earth Orbital Services are the primary addressable markets for Intuitive Machines and each represent a more than $100.0 billion

opportunity over the next decade.

Services (estimated market size to be approximately $105.0 billion from 2021-2030):

crewed missions, infrastructure, transportation, robotics, communication, and science and technology as significant market drivers.

our Lunar Access Services and Lunar Data Services business units, we believe we are well positioned to be able to grow our business through

our lunar landers and market leading capabilities.

Services (estimated market size to be approximately $14.0 billion from 2022-2031):

there are broad opportunities within the orbital services market segment, including life extension, robotics, salvage, Space Situational

Awareness (SSA), de-orbiting, and relocation.

Our Orbital Services business unit is being built to promote ancillary services, including

satellite servicing and refueling, space station servicing, satellite repositioning, and orbital debris removal.

We believe that deploying

and supporting satellites in certain unique Earth orbits will allow us to optimize this market.

Business Units, Products and Services

are a premier provider and supplier of space products and services that we believe will enable sustained robotic and human exploration

to the Moon, Mars, and beyond.

Our core technologies underpin our capabilities in four business units:

Lunar Access Services, Orbital

Services, Lunar Data Services and Space Products and Infrastructure.

expect to achieve leading time to market across these business lines driven by our short design to manufacture process, enabled through

vertical integration and rapidly iterative testing.

This has been demonstrated with our GN&C and propulsion systems, which have passed

multiple validation tests in preparation for our first lunar mission as well as our operational lunar data network.

These technologies

can be leveraged to capture orbital services and we expect successful lunar landings will demonstrate our capability as an agile space

company, supporting our continued expansion into Space Products and Infrastructure.

Access Services

intend to utilize our proprietarily developed lunar lander vehicles to service CLPS contracts to fly NASA scientific equipment and commercial

cargo to the lunar surface and support experiments.

Nova-C lander flying on IM-1 is designed to be the first U.S.

vehicle to softly land on the lunar surface since 1972.

by our VR900 engine, and replete with innovative avionics for advanced guidance, navigation and control, IM-1 is capable of carrying

up to 130 kilograms of cargo, and is intended to ferry numerous experiments to the lunar surface in 2023.

IM-2 is intended to succeed

IM-1 as our second flight, as we attempt to make it the first object in human history to land at the South Pole of the Moon and

deploy the Moon’s first drill to test for water ice, while also deploying our micro-Nova “hopper” — a

drone to test the Nokia LTE network in space.

The workhorse of the Nova-C lander is the VR900 LOX/Methane engine, which is a fully

additively manufactured (3D printed) rocket engine, which we designed and manufacture in-house.

Building off the solid framework of our

Nova-C lander systems and structures, we have designed a scalable path for the development and construction of additional vehicles.

Nova-D, thanks to its two VR900 engines and stretched tanks, will have a projected payload capacity of 500-750 kilograms and

has completed System Definition Review (SDR).

Our largest lander, the Nova-M, will rely on its two VR3500 engines to carry approximately

5,000-7,500 kilograms of payload to the lunar surface.

Nova-M is a future development effort.

These options are designed to afford

flexibility for our customers as we pioneer a thriving, diverse lunar economy and enable a permanent presence on the Moon.

they are also all based on the same LOX/Methane engine, which is designed and manufactured in-house.

also offer lunar surface mobility through the µNova.

The µNova is a small robotic, deployable spacecraft that is designed

to provide a novel type of mobility to reach extreme lunar environments, such as pits and craters.

Acting as a payload on a lander like

the Nova-C, µNova deploys once on the lunar surface and uses its own propulsion system to autonomously fly, or “hop,”

between locations of interest.

Capable of traveling up to 25 kilometers from its host lander with a payload of 5 kilograms, µNova

enables a number of mission types, including regional surveys, prospecting of multiple dispersed sites, and accessing hard-to-reach locations

like permanently shadowed regions, lunar pits, and craters.

The technology is also designed to be scalable to provide similar access

for larger payloads over a longer distance.

The first µNova is intended to fly to the Moon on IM-2 and perform a demonstration

mission at the lunar South Pole for the NASA Tipping Point program.

of December 31, 2022, the contracted value of our Lunar Access Services business unit includes $289.0 million of NASA CLPS and Tipping

Point contracts and $56.8 million of commercial payloads contracted on IM-1, IM-2, and IM-3.

In addition, as of December 31, 2022,

we have $1.6 million in commercial sponsorships and content sales, which provides us with another source of revenue outside of our

core operations.

Our three lunar missions are contracted to fly on SpaceX’s Falcon 9.

This mission profile primes the market to

expect an annual cadence of lunar access missions so customers can begin to prepare their payloads and business cases now for future

streams from lunar access are expected to include a lunar rocket-fueled drone (µNova), lunar surface rover services, fixed

lunar surface services, lunar orbit delivery services, rideshare delivery services to lunar orbit, and content sales and marketing sponsorships.

will be operating missions and are currently developing technologies that are designed to enable services including satellite delivery

and rideshare, satellite servicing and refueling, space station servicing, satellite repositioning, and orbital debris removal.

Services segment is designed to mainly support satellites and stations in Earth and lunar orbits.

Orbital Services consists of leveraging our technologies and government funds to establish a foothold in capturing the growing orbital

services market.

The technologies we are working to leverage include mechanism and robotics capabilities, propulsion, Nova-C optical

navigation, and rendezvous and proximity operations, and satellite capture.

have made significant progress to date in orbital services through four major milestones.

First, we on-boarded a satellite services

team in order to add a world-class mechanisms/robotics team onto our Rendezvous Proximity Operations and Capture (“RPOC”).

We also signed a $6.0 million Commercial RPOC contract with Axiom Space.

Third, we have actively engaged in policy development for

Active Debris Removal Funding and license two NASA Active Debris Removal patents pursuant to the In-License Agreement.

have three rideshare contracts across IM-2 and IM-3 collectively worth $18.45 million, with several others in discussion.

are also pursuing two main strategic pursuits.

We are pursuing a $720.0 million prime engineering contract to lead the NASA Landsat

Servicing mission as well as a pursuit to work with National Security Space in order to leverage domain expertise for demonstrations

of orbital servicing, debris removal, rideshares, and Space Domain Awareness.

Data Services

intend to leverage our six strategically positioned ground stations across Earth to offer continuous lunar coverage, facilitating secure

lunar communications, navigation, and imagery.

Providing Lunar Data Services is designed to allow us to provide lunar network services

to NASA, the U.S.

Space Force and commercial clients, which we believe will be an increasingly important priority given China’s

recent declaration that they intend to build their own lunar satellite network.

believe that we are one of the few companies capable of providing a commercial lunar communication network as an alternative to NASA’s

aging and overtasked Deep Space Network (DSN) assets, which we believe will allow connectivity with the far side of the Moon and support

robotic and human missions to the South Pole of the Moon.

We are designing and building the required critical infrastructure and have

existing agreements with global ground stations to provide coverage of the Moon.

We believe that our Lunar Data Services offering is

made up of a validated and complete lunar communications solution.

Our network consists of our Nova Control Lunar Operations Center,

our global collection of dishes called the Lunar Telemetry, Tracking and Communications Network (“LTN”), and the Cislunar

Relay Constellation (Khon Satellites comprising our Khonstellation).

Our network is secured by IronNet cybersecurity.

In addition to

our own LTN, we have our own control center located at our headquarters in Houston, Texas.

Built from the ground up by our highly experienced

team, Nova Control enables collaboration, innovation and seamless operations, in this 24-hour facility that was designed to provide

tracking, telemetry and communications support for cislunar space and the surface of the Moon.

lunar network can provide line of sight communication, and will provide lunar South Pole and far-side coverage, lunar positioning

services (GPS for the Moon), data relay, and data storage/caching.

Products and Infrastructure

segment includes propulsion systems, navigation systems, engineering services contracts, lunar mobility vehicles (rovers and drones),

power infrastructure (Fission Surface Power), and human habitation systems.

extensive manufacturing capabilities, an in-house composites shop, and robust machine shop, we are able to find solutions for the

prototyping or production challenges our customers face.

Intuitive Machines’ manufacturing facility currently houses two EOS M290

manufacturing machines capable of creating manufactured parts in several characterized materials, including Inconel (IN625) and Titanium

Our facility also houses the IM 3D design studio and post processing facilities that enhance development of in-house, manufactured

With these capabilities, we are positioning ourselves to rapidly manufacture on-demand prototypes, development parts, flight

units and spares with a focus on producing small series and high-quality serial productions of metal manufactured components.

also have rich experience and unique capabilities with engines, ignitors, controllers, encoders, gimbals, and diverse test facilities

that allow us to rapidly develop propulsion systems.

In a recent example, in February 2020, we successfully test-fired our

VR3500 Moon lander engine for over 600 seconds, breaking the continuous test duration record on Marshall Space Flight Center’s

Test Stand 115 — within four months from contract award.

Our LOX/Methane engines are unique for in-space propulsion,

in that they have demonstrated safety in handling and testing here on the ground, as well as reliable performance in space, and will

enable our vehicles to fly more direct trajectories to the Moon.

This is important because higher performance allows us to transit the

Van Allen belt once compared to lower thrust systems which require several transits, which greatly reduces the risk of damage to our

vehicle avionics due to high energy particles (radiation).

The workhorse of our engine fleet is the 900lbf thrust class VR900.

has undergone hundreds of hours of testing and design, and will be used in our Nova-C lander as it returns the United States

to the lunar surface.

We also have engineered the VR3500 Engine.

The VR3500 development and testing was performed on contract for Boeing’s

Human Landing System (HLS) NextSTEP-2 in support of NASA’s Artemis program to return humans to the lunar surface.

designed, developed, built, and tested the engine within four months of contract award.

This is an example of how our team combines

innovation and experience to rapidly deliver results.

broad experience in automated systems includes avionics, communications, navigation, guidance and control systems, rendezvous and proximity

operations, synthetic perception technology and human-machine interfaces.

Specifically, our team brings extensive experience from

NASA’s Morpheus and ALHAT (Autonomous Landing and Hazard Avoidance Technology) projects and the efforts of the Precision Landing

and Hazard Avoidance (“PLHA”) community.

We helped validate the Natural Feature Tracking (NFT) system for the OSIRIS-REx mission,

which enabled precision landing on the asteroid Bennu.

We have developed a PLHA system with Terrain Relative Navigation (TRN) using optical

and laser measurements for precise and safe landing on a celestial body.

We continue to mature our PLHA technology with the support of

a nationwide academic network for incorporation into our Nova-C missions to the lunar surface in 2023.

employ some of the industry’s most advanced software tools and processes to rapidly evolve and meet the complex and dynamic demands

of our customers, and to build robust software solutions to ensure mission success.

Concepts such as Agile software development, DevOps,

and Digital Twins allows us to efficiently adapt our software to what is needed.

From Low Earth Orbit to the lunar surface, we are capable

of delivering complete mission solutions.

Customers and Partners

are an integral partner to our customers and partners.

We execute on our commitments and develop solutions for our customers’ toughest

Our customers include, but are not limited to:

NASA, Nokia Corporation, Columbia Sportswear Company, Aegis Aerospace, Inc.,

SpaceFlight Inc., KBR, Inc., Boeing Airplane & Transport Corporation, AstroForge and others.

We execute on our commitments and develop

solutions for our customers’ toughest challenges.

We also have premiere partners in the industry including:

X-energy is a nuclear reactor and fuel design engineering company, developing Generation IV high-temperature gas cooled

nuclear reactors and TRISO-X fuel to power them.

We have partnered with them in a joint venture in the pursuit of nuclear space

propulsion and surface power systems in support of future exploration goals, and have received one of three awards from NASA to design

a 40kW fission surface power system for the lunar surface.

Intuitive Machines and X-energy are currently executing the fission

surface power design contract through a joint venture called IX, LLC.

Kamal Ghaffarian, our co-founder and

executive chairman, is a co-founder and current member of management of X-energy.

We partnered with Axiom Space to provide guidance, navigation and control, including rendezvous and proximity operations expertise

for their space station.

We are also partnered to support their development of the next generation spacesuit under the xEVAS program.

Axiom Space is also our customer.

Kamal Ghaffarian, our co-founder and executive chairman, is a co-founder and

current member of management of Axiom Space.

Intuitive Machines is partnered with NASA and services NASA through three missions to date under their CLPS contract program.

work to provide NASA with access to the lunar surface as well as cislunar data for science, technology, and infrastructure.

The IM-2 mission

is also contracted by NASA and will be the first spacecraft to drill for lunar ice.

The mission will also be a part of NASA’s Tipping

Point with the µNova Hopper.

(“KBR”) is a U.S.-based science, technology and engineering firm.

In the ordinary course of business,

we regularly provide engineering services to KBR.

KBR also owns a 10% interest in Space Network Solutions (“SNS”), one

of our operating subsidiaries.

The SNS joint venture is pursuing the OMES contract to conduct servicing of NASA’s LandSat-7.

Jacobs Engineering Group Inc.

(“Jacobs”) is a U.S.-based technical, engineering and science firm that provides services

for a broad range of clients globally including companies, organizations, and government agencies.

We have partnered with Jacobs under

a teaming agreement and subcontract for NASA’s JSC Engineering, Technology, and Science program (“JETS Program”).

Competitive Position

believe we are well positioned to become a leading player in a fast growing market.

Our competitive strengths include:

Mover Advantage:

We are a first mover in a new category with an untapped addressable market of $119 billion, according to Northern

Sky Research’s 2022 Moon Markets and Earth Orbital Services Market Analysis reports.

Intuitive Machines is a nine-year-old lunar

services company and is in the leading position in NASA’s return to the Moon with over $86.6 million in 2022 fiscal year revenues.

We believe we are also a first mover in lunar transport and communications systems.

We also believe that we have an established, highly

defensible, and scalable technology position providing lunar transport, landing, and data relay services.

● Contracting

TAM Well Beyond NASA:

The accessible total addressable market for Intuitive Machines is approximately $120.0 billion over the

Our total addressable market includes Department of Defense and Space Force spending, along with spending by the U.S.

community, which have prioritized the Moon via strong bipartisan support, especially given recent geopolitical developments and the race

to space from Russia and China.

Intuitive Machines’ total addressable market is underpinned by large end markets, including space

exploration, national security space, and commercial satellite services.

● Differentiated

Technology Offering:

We have innovated key technology and lunar features and capabilities, including:

LOX and Methane Propulsion,

Optical NAV System, Lunar Communications, RE-Entry and Landing, RPO and Capture and Extreme Surface Mobility.

Quality Business Model:

We have significant intellectual property assets and high return on invested capital at scale with a durable

growth trajectory and margin expansion in a non-cyclical sector.

We are growing rapidly from $8 million in revenue in 2018

to $86.6 million in revenue in 2022, and with approximately $142.1 million in 2023 revenues already contracted, with the expectation

and belief that we will continue to secure sizeable near-term awards in the near future.

Our revenue is expected to transition from

government contracts to commercial services sales through successful missions showcasing capabilities as the cislunar economy develops

and as we mature as a company.

● World-class Management

Our management team possesses a valuable combination of experience and vision.

In addition to their technical knowledge, our

team has extensive experience operating and leading companies and a strong track-record of building market making businesses.

Growth Strategy

are pursuing the following growth strategies:

to build on first mover advantage in lunar transport:

We are a company of firsts.

Our first mission is

IM-1, which is intended to be the first commercial lander on the Moon and the first U.S.

lander on the Moon since the Apollo 17

mission in 1972.

Our second mission for IM-2 is also being designed to achieve a multitude of firsts:

first lander on the lunar

south pole, first to drill for water ice on the Moon, first to develop and operate a lunar hopper in history, and first to deploy a data

relay satellite in lunar orbit.

Some of our other firsts from missions and accomplishments include:

first to work with a commercial partner

to deliver lunar payloads, first to establish a commercial lunar and deep space communications network, and first to partner with JSC

Astro-Materials Curations Office to certify lunar material.

We also intend to continue to build on our first mover advantage gained

through these accomplishments and leverage them into positions on new contracts in the future.

out capabilities and pursuing opportunities in adjacent lunar markets:

We intend to scale and expand our

existing capabilities in order to provide a complete suite of lunar economy services.

This offering is designed to include products and

services critical to Commercial Landers, Lunar Data Services, Crewed Lunar Missions, Lunar Transportation Services, Lunar Power Services,

and Lunar Habitats.

orbital services opportunities:

We intend to leverage our technologies and government funds to establish

a foothold in the orbital services market.

Some of our key technologies, such as robotics, Nova-C optical navigation and RPOC, and

satellite capture, have enabled key progress towards this aim to date.

This progress includes a commercial space station contract in-hand with

Axiom Space, rideshare contracts in hand for IM-2, and two licensed NASA active debris removal patents.

Going forward, we intend to pursue

the $720.0 million Prime Engineering Contract to lead the NASA mission to service LandSat-7 as well as other national security-related contracts.

capabilities in commercial lunar and satellite services market:

We plan to leverage government contract

success to build a commercial customer base and develop the industry partnerships required for our next phase of growth.

Leveraging these

government contracts as well as our differentiated capabilities will allow us to establish a foothold in the emerging satellite servicing

in our addressable market is mainly divided between incumbents, such as Northrop Grumman and Lockheed Martin who pursue larger, more

complex contracts such as manned lunar missions, and next generation players, including our competitors on the CLPS contract such as

Astrobotic and Firefly Aerospace.

sales organization operates directly and via our extensive customer and partner network, which spans across North America, Europe, Asia,

the Middle East, and Australia.

Our partner network consists of our rideshare delivery providers, lunar surface mobility providers, payload

providers, communication satellite provider, and ground segment providers.

main responsibilities for our sales organization include ensuring contract renewals, maintaining relationships and expanding business

with existing customers and partners, and acquiring new customers.

We have deep expertise in capture efforts with the government customers,

and have established processes to succeed with such customers.

We leverage extensive existing relationships as well as our partner network

and direct sales efforts to continue to win and grow business with commercial customers.

work closely with our customers and partners to enable their success.

Deeper adoption from our customers comes in many forms, including

delivery of payloads to lunar orbit and the lunar surface, data and data relay services for users in the lunar vicinity, orbital services,

lunar surface infrastructure, and space products and services.

and Development:

Our research and development (“R&D”) team is integrated across our engineering

organization to leverage the best engineers within each discipline and prevent stovepipes within our technology, yielding fully integrated

systems that reduce time to market.

Our R&D scope includes company rollover, acquisition, optimizing capital structure, and general

corporate purposes.

Our R&D team is also responsible for developing and innovating our proprietary technology platform.

continue to invest in R&D, particularly as it relates to “survive the night” and our larger lander design to make our

platform more accessible to a wider range of customers, as well as innovating our space technology to capture various types of data efficiently.

marketing team utilizes a multi-channel approach to develop and increase our brand awareness, position and communicate the value

of our differentiated offering, and develop engaging outbound demand-generation campaigns.

team drives our overall market positioning and messaging across our key audiences and vertical markets, as well as provides strategic

go-to-market assessments of use cases that emerge from new product capabilities and the market landscape.

Our communications team

works with targeted industry influencers and media outlets to drive interest through media channels, including blogs, social media, and

This approach is important for our strategy to capture the entire market opportunity encompassing not only NASA and DoD, but also

commercial aerospace and non-traditional customer segments engaged in partnership and content activity, who value brand activation

from these engagements.

ability to manufacture and operate our spacecraft is dependent upon sufficient availability of raw materials and supplied components

including avionics, flight computers, radios and electrical power systems.

obtain raw materials and components from suppliers that we believe to be reputable and reliable.

We have established and follow internal

quality control processes to source suppliers, considering quality, cost, delivery and lead-time.

We instill responsibility for quality

at the lead level to ensure our suppliers and internally built hardware meet the required quality standards.

While we largely source

raw materials and components from multiple sources, in some cases raw materials and components are sourced from a limited number of suppliers.

In these situations, as we endeavor to diversify our supply chain, we manage this risk through using material requirements planning,

including material forecasting and planning, safety stock, and bulk and advance buying with focused efforts on long-lead items.

Manufacturing,

Assembly and Operations

have an integrated manufacturing facility in Houston, TX and are constructing a state of the art, built to spec manufacturing and operations

center on Spaceport Houston for occupancy in the third quarter of 2023.

The current manufacturing capability supports R&D, rapid

prototyping and flight level hardware in an integrated and disciplined manner applying the correct level of rigor to the appropriate

We leverage a strong culture of personal accountability to ensure efficiency and world class results of operations within our

operations group.

We are ASC 9100 certified and adhere to the appropriate quality and process controls on a continuous basis.

“— Facilities ” for further discussion of our new facilities under construction.

of December 31, 2022, we had 163 employees throughout our operations.

We value technical expertise, original thinking, adaptability,

and a willingness to collaborate with our excellent team.

While our original workforce is rooted in aerospace, we welcome new perspectives

and technology expertise as we grow.

of December 31, 2022, our team has over 25 years average aeronautics and design experience and over 100 years cumulative NASA

Additionally, over 60% of our employees have advanced degrees, which we define as degrees obtained beyond an undergraduate

protection of our technology and intellectual property is an important aspect of our business.

We rely upon a combination of trademarks,

trade secrets, copyrights, license agreements, confidentiality procedures, contractual commitments and other legal rights to establish

and protect our intellectual property.

We enter into confidentiality agreements and invention or work product assignment agreements with

our employees and consultants to control access to, and clarify ownership of, our proprietary information.

of December 31, 2022, we license two U.S.

patents from Aerospace Corporation.

As of December 31, 2022, we hold one registered trademark

in the United States.

We continually review our development efforts to assess the existence and patentability of new intellectual

We intend to file patent applications with respect to our technology.

In-License Agreement :

In July 2018, we entered into a Patent and Know-How License for Government Purpose Agreement with

Aerospace Corporation to in-license, on a non-exclusive basis, two U.S.

patents that are jointly held by Aerospace Corporation,

NASA and the U.S.

Air Force Research Laboratory (such agreement, the “In-License Agreement”).

The patents licensed under

the In-License Agreement are entitled “Method for Active Debris Removal Using a Spacecraft with a Capture Device” and

“System, Apparatus, and Method for Active Debris Removal.” We license the patents for building and operating an active orbital

debris removal system using a spacecraft with a capture device (the “Government Purpose”).

Under the In-License Agreement,

Aerospace Corporation shall receive copies of any products, data results of testing, observations, and/or evaluations derived from our

use of the licensed patents and associated know-how and to any ancillary systems into which the licensed patents and associated

know-how may be integrated for the Government Purpose.

In addition, Aerospace Corporation, we and any other applicable licensees

share the United States Patent and Trademark Office maintenance fees for each licensed patent.

The approximate maintenance fee for each

licensed patent was $1,600 for the first four licensing years starting from November 2018, $3,600 for the eighth licensing year, and

$7,200 for the twelfth licensing year.

The In-License Agreement remains in effect until the expiration date of the last patent to

expire or the completion of the Government Purpose, whichever occurs first.

The estimated expiration date of the licensed patents are

October 12, 2032 and April 6, 2033, respectively.

Either party may terminate the In-License Agreement at any time without

cause upon 30 days’ written notice to the other party.

with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position,

which can be material.

We incur or will incur costs to monitor and take actions to comply with governmental regulations that are or will

be applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements,

export and import control, economic sanctions and trade embargo laws and restrictions and regulations of the U.S.

Department of Transportation,

the Federal Aviation Administration (the “FAA”), the Federal Communications Commission (the “FCC”) and other

government agencies in the United States.

our business is subject to, and we must comply with, stringent U.S.

import and export control laws, including the International Trade

in Arms Regulations (“ITAR”) administered by the U.S.

Department of State and EAR.

Factors — Risks Relating to Our Business” for a discussion of material risks to us, including, to the extent material, to

our competitive position, relating to governmental regulations.

website address is www.intuitivemachines.com.

The contents of, or information accessible through, our website are not incorporated by

reference herein and are not a part of this Annual Report.

We make our filings with the SEC, including our Annual Report on Form 10-K,

Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, as well as beneficial ownership filings

available free of charge on our website under the “Investors” section as soon as reasonably practicable after we file such

reports with, or furnish such reports to, the SEC.

may use our website as a distribution channel of material information about us.

Financial and other important information regarding the

Company is routinely posted on and accessible through the Investors section of our website at www.investors.intuitivemachines.com.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business