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Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2022-04-14 · 74 added, 75 removed, 0 unchanged (100% of the section changed)

Market for Registrant’s Shareholders’ equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

Units, Class A Ordinary Shares and Public Warrants are traded on Nasdaq under the symbols “IPAXU,” “IPAX” and

“IPAXW,” respectively.

As of April 6, 2022, there was one

holder of record of our Units, one holder of record of our Class A Ordinary Shares, one holder of record of our Class B ordinary

shares, one holder of record of our Public Warrants and one holder of record of our Private Placement Warrants.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an

Initial Business Combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital

requirements and general financial conditions subsequent to completion of an Initial Business Combination.

The payment of any cash dividends

subsequent to an Initial Business Combination will be within the discretion of our board of directors at such time.

If we incur any indebtedness,

our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

February 2021, Inflection Point Holdings LLC, our Sponsor, paid $25,000, or approximately $0.003 per share, to cover certain of the Company’s

offering costs in exchange for 7,187,500 Founder Shares.

Subsequently on March 5, 2021, we effected a 1.2 to 1 share recapitalization

with respect to our Class B ordinary shares, as a result of which our Sponsor then held 8,625,000 Founder Shares.

On October 29, 2021,

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

Founder Shares are no longer subject to forfeiture.

Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation

of the Company’s Initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share

capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that

additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the Company’s

Initial Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in

the aggregate, 20% of the total number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any

redemptions of Class A Ordinary Shares by Public Shareholders), including the total number of Class A Ordinary Shares issued,

or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the

Company in connection with or in relation to the consummation of the Initial Business Combination, excluding any Class A Ordinary

Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to

any seller in the Initial Business Combination and any Private Placement Warrants issued to the Sponsor, or the Company’s officers

or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less than

one-for-one basis.

foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On September 24, 2021, we consummated our Initial

Public Offering of 30,000,000 Units.

The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $300,000,000.

Citigroup Global Markets Inc.

acted as sole book-running manager.

The underwriters had a 45-day option from the effective date of the

registration statement 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 and purchased an additional 2,975,000 Units, generating additional gross proceeds of $29,750,000,

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

The securities sold in the offering were registered under the Securities

Act on registration statement on Form S-1 (No.

333- 253963).

The SEC declared the registration statement effective on September 21, 2021.

Transaction costs amounted to $26,658,313, consisting

of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting commissions, $9,680,125 of excess fair value of founder

shares, and $841,938 of other offering costs, with $23,439 included in the statement of operations as an allocation for the over-allotment

option, $24,538,134 included in temporary equity as an allocation for the Class A ordinary shares subject to redemption, and $2,096,740

included in additional paid-in capital as an allocation for the Class A ordinary shares not subject to redemption, the Public Warrants

and the Private Placement Warrants.

Simultaneously with the consummation of the Initial

Public Offering, we consummated the private placement of 6,250,000 Private Placement Warrants, at a price of $1.00 per Private Placement

Warrant, or $6,250,000 in the aggregate.

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

an additional 595,000 Private Placement Warrants, generating aggregate gross proceeds to the Company of $595,000.

Such securities were

issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are the same as

the Public Warrants sold as part of the Units sold in the Public Offering, except that the Private Placement Warrants are not transferable,

assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions.

Additionally,

the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the Sponsor or its

permitted transferees.

Of the gross proceeds received from the Initial Public Offering and

Private Placement of Private Placement Warrants, $329,750,000 was placed in the Trust Account.

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Class A Common

Stock began trading on the Nasdaq under the symbol “LUNR” on February 14, 2023.

Our warrants began trading on the Nasdaq under

the symbol “LUNRW” on the same day.

At March 29, 2023, there

were ten holders of record of our Class A Common Stock, three holders of record of our Class B common stock, par value $0.0001 per

share (the “Class B Common Stock”), five holders of record of our Class C common stock, par value $0.0001 per share (the “Class

C Common Stock”), two holders of record of our Series A Preferred Stock, and two holders of record of our warrants.

Dividend Policy

We have no current plans to pay dividends on our

Class A Common Stock.

Holders of our Class B Common Stock and Class C Common Stock do not have any right to receive dividends,

or to receive a distribution upon a liquidation, dissolution, or winding up of Intuitive Machines, Inc., with respect to their Class B

Common Stock or Class C Common Stock.

Our Series A Preferred Stock pays dividends, semi-annually at the rate of 10% of the original

price per share, plus the amount of previously accrued, but unpaid dividends, compounded semi-annually, and participates with the Class A

Common Stock on all other dividends.

Accrued dividends may be paid (i) in cash, (ii) subject to satisfaction of certain equity

conditions, in shares of Class A Common Stock or (iii) accumulated, compounded and added to the liquidation preference.

declaration, amount, and payment of any future dividends on shares of Class A Common Stock is at the sole discretion of our Board,

and we may reduce or discontinue entirely the payment of such dividends at any time.

Our Board may take into account general and economic

conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements,

contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our

subsidiaries to us, and such other factors as our Board may deem relevant.

We are a holding company and have no material

assets other than our ownership of Intuitive Machines OpCo Common Units.

The A&R Operating Agreement provides that certain distributions

to cover the taxes of the holders of Intuitive Machines OpCo Common Units will be made based upon assumed tax rates and other assumptions

provided in the A&R Operating Agreement.

See Part III.

“Certain Relationships and Related Transactions, and Director

Independence — A&R Operating Agreement .

” The manager of Intuitive Machines OpCo has broad discretion

to make distributions out of Intuitive Machines OpCo.

In the event we declare any cash dividend, we expect that Intuitive Machines, Inc.,

as the manager of Intuitive Machines OpCo, would cause Intuitive Machines OpCo to make distributions to us in an amount sufficient to

cover such cash dividends declared by us.

If Intuitive Machines OpCo makes such distributions to us, the other holders of Intuitive Machines

OpCo Common Units will also be entitled to receive the respective equivalent pro rata distributions in accordance with the percentages

of their respective Intuitive Machines OpCo Common Units.

We anticipate that cash received by Intuitive

Machines OpCo may, in certain periods, exceed its liabilities, including tax liabilities, and obligations to make payments under the Tax

Receivable Agreement.

We expect that we may use any such excess cash from time to time to pay dividends, which may include special dividends,

on the Class A Common Stock, to fund repurchases of its Class A Common Stock, or any combination of the foregoing.

in its sole discretion, will make any determination with respect to the use of any such excess cash.

We also expect, if necessary, to undertake ameliorative

actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions, or adjustments of outstanding Intuitive

Machines OpCo Common Units, or to declare a stock dividend on our Class A Common Stock of an aggregate number of additional newly

issued shares that corresponds to the number of additional Intuitive Machines OpCo Common Units that Intuitive Machines, Inc.

acquiring , to maintain one-to-one parity between Intuitive Machines OpCo Common Units and shares of Class A Common Stock, Class B

Common Stock and Class C Common Stock.

Any financing arrangements that we enter into

in the future may include restrictive covenants that limit our ability to pay dividends.

In addition, Intuitive Machines OpCo is generally

prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving

effect to the distribution, liabilities of Intuitive Machines OpCo (with certain exceptions) exceed the fair value of its assets.

Since its formation in January 27, 2021,

Intuitive Machines, Inc.

has not paid any dividends to holders of its outstanding common stock.

Securities Authorized for Issuance Under

Equity Compensation Plans

As of December 31, 2022, we did not have

any securities authorized for issuance under equity compensation plans.

On February 13, 2023, in connection with the Transactions, our

shareholders approved the Intuitive Machines, Inc.

2023 Long Term Omnibus Incentive Plan (the “Intuitive Machines Incentive Plan”).

We have reserved a total of 12,706,811 shares of our Class A common stock for issuance pursuant to the Intuitive Machines Incentive Plan,

and the maximum number of shares that may be issued pursuant to the exercise of incentive stock

options granted under the Intuitive Machines Incentive Plan is 12,706,811, in each case, subject to certain adjustments set forth therein .

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 5. Market for Registrant’s Common Equity