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Item 9A. Controls and Procedures

2024-03-25 compared with 2023-03-31 · 729 added, 2257 removed, 158 unchanged (95% of the section changed)

Controls and Procedures

Limitations on effectiveness of controls and procedures

In designing and evaluating our disclosure controls

and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the

fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls

and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, has evaluated, as of the end of the period covered by this Annual Report, the effectiveness

of IPAX’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on such

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that IPAX’s disclosure controls and procedures were

effective at the reasonable assurance level.

Management’s annual report on internal control over financial

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial

reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

IPAX’s internal control over financial reporting

is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements

for external reporting purposes in accordance with GAAP.

IPAX’s internal control over financial reporting includes those policies

and procedures that:

(1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts

and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect

on the financial statements.

Our management conducted an assessment of the

effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in “Internal Control — Integrated Framework (2013).” Based on this assessment, our

management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Attestation report of the registered public accounting firm

This Annual Report does not include an attestation

report of our independent registered public accounting firm due to an exemption established by the JOBS Act for "emerging growth

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the

Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act).

Our management, including our principal executive officer and our principal financial officer, assessed the effectiveness of our internal control over financial reporting using the criteria set forth by Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Remediation of Previously Reported Material Weaknesses

As previously reported in Item 9A of our Annual Report on Form 10-K as of and for the year ended December 31, 2022, we previously identified material weaknesses related to processes for revenue recognition, identification and accounting for significant and unusual transactions, and segregation of duties related to manual journal entries.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis.

Management has implemented a remediation plan for the following items:

• Continuing to hire personnel with public company experience and providing additional training for our personnel on internal controls as our company continues to grow;

• Implementing additional controls and processes that operate at a sufficient level of precision and frequency or that evidence the performance of the control, particularly associated with accounting and reporting of revenue and non-routine, unusual or complex transactions;

• Implementing processes and controls to better identify and manage segregation of duties;

• Considering system enhancements to reduce reliance on manual processes;

• Engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and assisting with the remediation of deficiencies, as necessary.

These remediation efforts resulted in remediation of previously identified material weaknesses as of December 31, 2023.

Limitations on the Effectiveness of Controls

Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Because of these inherent limitations, our disclosure and internal controls may not prevent or detect all instances of fraud, misstatements or other control issues.

In addition, projections of any evaluation of the effectiveness of disclosure or internal controls to future periods are subject to risks, including, among others, that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control

over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31,

2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We assessed, with the participation of our Chief Executive Officer and Chief Financial Officer, any change in our internal control over financial reporting as of the end of the fiscal quarter covered by this Annual Report on Form 10-K.

Other than the remediation of previously identified material weaknesses described above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

During the three months ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate

Directors and Executive Officers

The following table sets forth, as of March 30, 2023, the name, age and

position of each of our executive officers and directors.

Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The following table sets forth certain information, as of March 25, 2024, concerning the names, ages and positions of the individuals who currently serve as our executive officers and directors:

Name Age Position

Executive Officers:

Stephen Altemus (3)

Chief Executive Officer and Director

Chief Financial Officer

Timothy Crain

Chief Technology Officer

Kamal Ghaffarian (3)

Stephen Altemus 60 Chief Executive Officer and President, and Director

Timothy Crain 51 Senior Vice President and Chief Growth Officer

Anna Jones 45 General Counsel and Corporate Secretary

Peter McGrath, II 56 Senior Vice President and Chief Operating Officer

Steven Vontur 53 Chief Financial Officer (interim) and Controller

Kamal Ghaffarian 65 Chairman

Michael Blitzer (1)(2)(3)(4)

Lieutenant General William Liquori (1)

William Liquori (1)(3)(4)

Robert Masson (1)(2)(4)

Nicole Seligman (3)(4)

(1) Member of the audit committee

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(3) Member of the nominating and corporate governance committee

(4) Member of conflicts committee

Our officers are well qualified as leaders.

In their prior positions they have gained experience in core management skills, such as strategic and financial planning, financial reporting, compliance, risk management, and leadership development.

Several of our officers and directors also have experience serving on boards of directors and board committees of other public companies and private companies and have an understanding of corporate governance practices and trends, which provides an understanding of different business processes, challenges, and strategies.

Further, certain officers and directors have other experience that makes them valuable, such as prior experience in mergers and acquisitions, in financial services, and managing and investing in assets.

Stephen Altemus.

Altemus has served as our Chief Executive Officer and a member of our Board since February 13, 2023 and has served as the Chief Executive

Officer of Intuitive Machines OpCo since 2012.

Altemus is also our co-founder and president.

Prior to founding Intuitive Machines,

in December 2012, Mr.

Altemus was appointed to serve as the Deputy Director of NASA’s Johnson Space Center (“JSC”),

a position he held until June 2013.

Altemus has served as our Chief Executive Officer and President and a member of our Board since February 2023 and has served as the Chief Executive Officer of Intuitive Machines, LLC since 2012.

Altemus is also one of our co-founders.

Prior to founding Intuitive Machines, in December 2012, Mr.

Altemus was appointed to serve as the Deputy Director of NASA’s Johnson Space Center (“JSC”), a position he held until June 2013.

Formerly Director of Engineering from July 2006 to December 2012, Mr.

Altemus served as the leader

and steward of JSC’s engineering capabilities in support of NASA’s human spaceflight programs, projects, and technology activities.

Altemus served as the leader and steward of JSC’s engineering capabilities in support of NASA’s human spaceflight programs, projects, and technology activities.

Altemus is also a director of Intuitive Aviation, a subsidiary of Intuitive Machines.

Altemus received a B.S.

in Aeronautical

Engineering from Embry Riddle Aeronautical University where he now serves as a member on the Engineering Advisory Board, and an M.S.

Engineering Management from the University of Central Florida.

He joined NASA’s Kennedy Space Center and the Space Shuttle Program

in 1989 where he held progressively more responsible positions working in Space Shuttle operations, launch, and landing activities.

served as the Columbia Reconstruction Director after the loss of the Space Shuttle Columbia on February 1, 2003.

In January 2005,

he joined JSC serving as the Deputy Director of Engineering and was subsequently selected as Director in July 2006.

is well qualified to serve on our Board due to his role as our Chief Executive Officer, his depth of knowledge of us and our operations,

his acute business judgment and extensive familiarity with the business in which we compete.

in Aeronautical Engineering from Embry Riddle Aeronautical University where he now serves as a member on the Engineering Advisory Board, and an M.S.

in Engineering Management from the University of Central Florida.

He joined NASA’s Kennedy Space Center and the Space Shuttle Program in 1989 where he held progressively more responsible positions working in Space Shuttle operations, launch, and landing activities.

He served as the Columbia Reconstruction Director after the loss of the Space Shuttle Columbia on February 1, 2003.

In January 2005, he joined JSC serving as the Deputy Director of Engineering and was subsequently selected as Director in July 2006.

Altemus is well qualified to serve on our Board due to his role as our Chief Executive Officer, his depth of knowledge of us and our operations, his acute business judgment and extensive familiarity with the business in which we compete.

Timothy Crain .

Crain has served as our Senior Vice President and Chief Growth Officer since February 2024, prior to that Dr.

Crain was the Company’s Chief Technology Officer and has served as Intuitive Machines,LLC’s Chief Technology Officer since 2021.

Crain previously served as Intuitive Machines,LLC’s vice president of research and development since co-founding the Company in 2013 with Mr.

Altemus and Dr.

Crain received his Ph.D.

in aerospace engineering from the University of Texas at Austin where he was a National Science Foundation Graduate Fellow and Assistant Instructor.

He began his professional career in 2000 at NASA’s JSC where he was a lead engineer in the Engineering Directorate’s Aeroscience and Flight Mechanics Division.

During his tenure at JSC he worked on the navigation design for Mars Science Lander and was the Orbit Guidance, Navigation, and Control System Manager for the Orion spacecraft.

Crain became the Flight Dynamics lead for NASA’s Project Morpheus.

Crain left the NASA civil service in June 2013 to co-found Intuitive Machines.

Crain is a recipient of the NASA JSC Center Director’s Commendation Award, the Outstanding Young Texas Ex Award, UT Outstanding Young Engineering Graduate Award, Orion Flight Dynamics Leadership Award, and a finalist for the NASA Rotary Mid-Career Stellar Award.

Crain is a board member of Penumbra, LLC.

Jones has served as our General Counsel and Corporate Secretary since April 2023.

Jones has a range of experience counseling boards and executives on corporate governance, compliance, securities, finance, and transactional matters across several industries.

Before joining Intuitive Machines, Ms.

Jones was Vice President of Securities and Corporate Counsel at Paysafe Limited from April 2021 through March 2023, where she advised on securities disclosure and compliance matters, corporate governance, finance and treasury transactions, and other transactions.

Previously, Ms.

Jones served as Assistant General Counsel and Corporate Secretary at Marathon Oil Corporation.

Jones has also held legal positions at ConocoPhillips, Spectra Energy Corp, and Hyatt Hotels Corporation.

Jones began her legal career as a corporate associate at Latham & Watkins LLP where she worked from 2006 through 2012.

Jones a holds a juris doctor degree from Northwestern University School of Law and a bachelor’s degree in business administration.

Peter McGrath II.

McGrath has served as our Senior Vice President and Chief Operating Officer since January 2024 and has been with the Company since August 2020 as Vice President of Business Development .

McGrath has over 34 years of aerospace Project and Program Management, Capture Management, and Business Development experience.

With a Bachelors and Masters degree in Aerospace Engineering and a Masters of Business Administration, Mr.

McGrath has spent his career leading and supporting NASA, Army, Air Force, International, and Commercial programs.

Prior to joining Intuitive Machines in August 2020, Mr.

McGrath worked at Boeing as the Global Sales and Marketing organization responsible for shaping, extending, and capturing business in support of NASA and commercial space exploration missions.

McGrath began his 31-year career at Boeing as a Structural Analyst on the International Space Station working on critical elements like the Cupola, mating adapters, and primary truss structure.

He was a Project Engineer in Phantom Works supporting DC-XA, X-33, and X-34.

He served in a Business Development capacity for Boeing Launch Services supporting both Delta and Sea Launch programs, the Launch and Satellite Systems Division, and Space Situational Awareness Programs.

McGrath also served as the Increment 1 Production Program Manager for the Army's Brigade Combat Team Modernization, responsible for delivering the first three brigade sets of hardware to the warfighter.

Steven Vontur.

Vontur has served as our interim Chief Financial Officer since January 2024 and Corporate Controller since July 2022.

Vontur brings leadership and an extensive accounting background to build out the company's accounting and finance functions.

Vontur played a key role in taking Intuitive Machines public in early 2023 and is currently the Principal Accounting Officer responsible for all aspects of accounting, reporting, and financial controls, as well as treasury operations and managing the Company's tax affairs.

Vontur has a wide range of proven experiences from his roles in public accounting, working in both public and private company environments, and brings extensive knowledge in both corporate and business unit accounting and finance operations.

Prior to joining Intuitive Machines, Mr.

Vontur worked at several private companies in various capacities, providing public company readiness and other accounting services from September 2020 to June 2022.

Vontur spent the majority of his career at KBR, Inc.

from December 2004 to August 2022, serving in multiple positions of increasing responsibility, ranging from Business Unit Controller to Director of SEC Reporting, Consolidations, and Financial Controls.

Vontur began his career in public accounting from 1993 to 2004, primarily in the audit practice of Ernst & Young LLP.

Vontur holds a bachelor’s degree in business administration (accounting) from Texas A&M University and is a Certified Public Accountant in the state of Texas.

Kamal Ghaffarian.

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Throughout his 35-plus year career, Dr.

has created multiple successful companies and has extensive experience working at the intersection of government contracting and technological

Ghaffarian started his entrepreneurial

career in 1994 by founding Stinger Ghaffarian Technologies, Inc., a government services company focusing on IT, engineering, and science

applications.

Ghaffarian has also held numerous technical and management positions at Lockheed Martin, Ford Aerospace and Loral.

Ghaffarian has created multiple successful companies and has extensive experience working at the intersection of government contracting and technological innovation.

Ghaffarian started his entrepreneurial career in 1994 by founding Stinger Ghaffarian Technologies, Inc., a government services company focusing on IT, engineering, and science applications.

Ghaffarian has also held numerous technical

and management positions at Lockheed Martin, Ford Aerospace and Loral.

Ghaffarian has obtained two Bachelor of Science degrees, including a B.S.

in Computer Science in Engineering and a B.S.

in Electronics

Engineering, an M.S.

in Electronics Engineering, an M.S.

in Science in Information Management, a Ph.D.

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in Technology.

Ghaffarian is the co-founder and chairman

of the Company and a number of companies including IBX, Axiom Space, X energy and Quantum Space.

Ghaffarian is well qualified

to serve on our Board due to his role as our Chairman, his extensive experience in the field and deep understanding of company leadership.

Sallee has served as our Chief Financial Officer since February 13, 2023 and has served as Intuitive Machines OpCo’s Chief Financial

Officer since April 2021.

Sallee brings extensive experience as a finance executive in the aerospace sector.

Prior to this, Mr.

was the Corporate Controller for Blue Origin, LLC where he oversaw treasury, tax, accounting, audit compliance, financial systems, and

From 2015-2018, Mr.

Sallee was a division Chief Financial Officer for L3 Technologies, a software and aerospace Company.

2011-2015 Mr.

Sallee worked at Raytheon in positions of increasing responsibility including Chief Financial Officer of Raytheon Solipsys,

an international software company.

Before moving to the industry, Mr.

Sallee worked at Deloitte and was an officer in the U.S.

Corps where he received several awards including a Navy and Marine Corps Achievement Medal with Combat Distinguishing Device in 2005.

Sallee received an MBA and M.S.

and Finance from University of Maryland College Park, Smith School of Business and a B.S.

in Political Science from Vanderbilt University.

Sallee is a licensed Certified Public Accountant (CPA).

Timothy Crain .

has served as our Chief Technology Officer since February 13, 2023 and has served as Intuitive Machines OpCo’s Chief Technology

Officer since May 25, 2021.

Crain previously served as Intuitive Machines OpCo’s vice president of research and development

since co-founding the Company in 2013 with Mr.

Altemus and Dr.

Crain received his Ph.D.

engineering from the University of Texas at Austin where he was a National Science Foundation Graduate Fellow and Assistant Instructor.

He began his professional career in 2000 at NASA’s JSC where he was a lead engineer in the Engineering Directorate’s Aeroscience

and Flight Mechanics Division.

During his tenure at JSC he worked on the navigation design for Mars Science Lander and was the Orbit Guidance,

Navigation, and Control System Manager for the Orion spacecraft.

Crain became the Flight Dynamics lead for NASA’s

Project Morpheus.

Crain left the NASA civil service in June 2013 to co-found Intuitive Machines.

Crain is a recipient of the NASA JSC

Center Director’s Commendation Award, the Outstanding Young Texas Ex Award, UT Outstanding Young Engineering Graduate Award, Orion

Flight Dynamics Leadership Award, and a finalist for the NASA Rotary Mid-Career Stellar Award.

Crain is a board member of Penumbra,

Ghaffarian, our co-founder and chairman of our Board, is the co-founder and chairman of a number of companies including IBX, Axiom Space, X energy and Quantum Space.

Ghaffarian is well qualified to serve on our Board due to his role as our Chairman, his extensive experience in the field and deep understanding of company leadership.

Michael Blitzer.

Blitzer has served as a member of our Board since February 2023.

Blitzer had served as the co-Chief Executive Officer of IPAX

since February 2021 and a director of IPAX since January 2021 until the closing of the Business Combination on February 13, 2023.

Blitzer is the founder and co-Chief Information Officer of Kingstown Capital Management, which he founded in 2006 and grew to a multi-billion

asset manager with some of the world’s largest endowments and foundations as clients.

Blitzer had served as the co-Chief Executive Officer of IPAX since February 2021 and a director of IPAX since January 2021 until the closing of the Business Combination on February 13, 2023.

Blitzer is the founder and co-Chief Information Officer of Kingstown Capital Management, which he founded in 2006 and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations as clients.

At Kingstown, Mr.

Blitzer oversaw and participated

in nearly all of the firm’s investment decisions including countless public and private investments in the consumer and technology

Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such

as spin-offs, rights offerings, public offerings, privatizations and mergers & acquisitions.

He was also a public company director

of Signature Group Holdings after its exit from bankruptcy in 2011, where he also sat on the audit committee, and was on the board of

directors of the European mutual fund TREND AD.

Blitzer oversaw and participated in nearly all of the firm’s investment decisions including countless public and private investments in the consumer and technology industries.

Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings, privatizations and mergers & acquisitions.

He was also a public company director of Signature Group Holdings after its exit from bankruptcy in 2011, where he also sat on the audit committee, and was on the board of directors of the European mutual fund TREND AD.

Blitzer began his Wall Street career at J.P.

Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund,

Gotham Asset Management.

Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund, Gotham Asset Management.

Blitzer taught courses in Investing at Columbia Business School for five years in the 2010s.

MBA from Columbia Business School and a BS from Cornell University where he received the Cornell Tradition Fellowship.

Blitzer currently

sits on the Executive Advisory Board of the Heilbrunn Center for Graham & Dodd Investing at Columbia Business School and is a trustee

of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee.

Blitzer is well qualified

to serve on our Board due to his role as IPAX.’s co-Chief Executive Officer and his experience with public companies.

Lieutenant General William J.

General Liquori has served as a member of our Board since February 13, 2023.

Lieutenant General Liquori retired as a Lieutenant General

from the United States Space Force in 2022, after over thirty years of distinguished service in both the U.S.

He holds an MBA from Columbia Business School and a BS from Cornell University where he received the Cornell Tradition Fellowship.

Blitzer currently sits on the Executive Advisory Board of the Heilbrunn Center for Graham & Dodd Investing at Columbia Business School and is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee.

Blitzer is well qualified to serve on our Board due to his role as IPAX.’s co-Chief Executive Officer and his experience with public companies.

Lieutenant General Liquori has served as a member of our Board since February 2023.

Lieutenant General Liquori retired as a Lieutenant General from the United States Space Force in 2022, after over thirty years of distinguished service in both the U.S.

Air Force and Space Force.

Lieutenant General Liquori served as the Space Force’s first Chief Strategy and Resourcing Officer.

Lieutenant General Liquori also

led the development of the Space Force international engagement strategy;

served as the lead policy interface to the Office of the Secretary

of Defense, National Security Council and the National Space Council.

Lieutenant General Liquori entered the Air Force

as a distinguished graduate of the Air Force ROTC program at Boston University.

His career included numerous positions in Air Force Space

Command, the National Reconnaissance Office, the Air Force Secretariat, U.S.

European Command, the Office of the Secretary of Defense,

and the White House as Director for Space Policy on the National Security Council staff.

During his time at the White House, Liquori served

two Presidents of the United States, was the lead author for the 2018 National Space Strategy, served as the primary NSC interface to

the National Space Council, co-led the 2018 U.S.-Japan Comprehensive Dialogue on Space, and supported the early policy work leading to

the establishment of the United States Space Force.

Lieutenant General Liquori also led the development of the Space Force international engagement strategy;

served as the lead policy interface to the Office of the Secretary of Defense, National Security Council and the National Space Council.

Lieutenant General Liquori entered the Air Force as a distinguished graduate of the Air Force ROTC program at Boston University.

His career included numerous positions in Air Force Space Command, the National Reconnaissance Office, the Air Force Secretariat, U.S.

European Command, the Office of the Secretary of Defense, and the White House as Director for Space Policy on the National Security Council staff.

During his time at the White House, Liquori served two Presidents of the United States, was the lead author for the 2018 National Space Strategy, served as the primary NSC interface to the National Space Council, co-led the 2018 U.S.-Japan Comprehensive Dialogue on Space, and supported the early policy work leading to the establishment of the United States Space Force.

He has commanded a space operations squadron and the 50 th Space Wing.

Lieutenant General Liquori graduated from Boston

University in 1991 with a Bachelor of Arts in Computer Science.

In 1996, Lieutenant General Liquori earned a Master’s Degrees from

Webster University in Computer Resources and Information Management.

From 2004-2005, Lieutenant General Liquori proceeded to Air University

where he received Master’s Degrees in Airpower Art & Science and Air & Space Power Strategy.

Then, in 2009, Lieutenant General

Liquori attended the Marine Corps University where he received a Master’s degree in Strategic Studies.

Lieutenant General Liquori

is well qualified to serve on our Board due to his profound knowledge of the field and extensive leadership expertise.

served as a member of our Board since February 13, 2023.

Masson was appointed Chief Financial Officer of Latham Group, Inc.

As Chief Financial Officer of Latham Group, Inc., Mr.

Masson is responsible for planning, implementing, managing, and controlling

all financial-related activities for the company.

Masson is a skilled finance executive with

nearly 20 years of experience in the aerospace, defense, and industrial sectors.

Before joining Latham Group, Inc., Mr.

Masson served

as Executive Vice President and Chief Financial Officer of Hypertherm, Inc., where he oversaw the company’s global financial, information

technology, and legal operations.

Lieutenant General Liquori graduated from Boston University in 1991 with a Bachelor of Arts in Computer Science.

In 1996, Lieutenant General Liquori earned a Master’s Degrees from Webster University in Computer Resources and Information Management.

From 2004-2005, Lieutenant General Liquori proceeded to Air University where he received Master’s Degrees in Airpower Art & Science and Air & Space Power Strategy.

Then, in 2009, Lieutenant General Liquori attended the Marine Corps University where he received a Master’s degree in Strategic Studies.

Lieutenant General Liquori is well qualified to serve on our Board due to his profound knowledge of the field and extensive leadership expertise.

Masson has served as a member of our Board since February 2023.

Masson is the Chief Financial Officer of Noble Supply and Logistics, LLC (“Noble”) and is leading the financial efforts to streamline financial operations and maximize growth opportunities.

His areas of responsibility include financial planning and analysis, accounting, treasury, tax, and investor relations.

Masson is a skilled finance executive with nearly 20 years of experience in the aerospace, defense, and industrial sectors.

Before joining Noble, Mr.

Masson served as Chief Financial Officer of Latham Group, Inc.

where he was responsible for planning, implementing, managing, and controlling all financial-related activities for the company.

Masson served as Executive Vice President and Chief Financial Officer of Hypertherm, Inc., where he oversaw the company’s global financial, information technology, and legal operations.

From 2016-2018, Mr.

Masson was Vice President of Finance at Flowserve, where he led the company’s

operational finance, operational accounting, and corporate financial planning and analysis teams.

From 2003-2016, he served in various

finance leadership roles at Raytheon Technologies, including Chief Financial Officer roles for several of the company’s business

Masson began his career as a Lieutenant and

Naval Aviator for the United States Navy, where he worked from 1992-2001.

Masson holds a Bachelor of Science degree in Economics from

the United States Naval Academy and a Master of Business Administration from Harvard Business School.

Masson currently serves as a

director for Tech-Etch, Inc.

Masson was Vice

President of Finance at Flowserve, where he led the company’s operational finance, operational accounting, and corporate financial planning and analysis teams.

From 2003-2016, he served in various finance leadership roles at Raytheon Technologies, including Chief Financial Officer roles for several of the company’s business units.

Masson began his career as a Lieutenant and Naval Aviator for the United States Navy, where he worked from 1992-2001.

Masson holds a Bachelor of Science degree in Economics from the United States Naval Academy and a Master of Business Administration from Harvard Business School.

Masson currently serves as a director for Tech-Etch, Inc.

where he is chair of the audit committee.

Masson is well qualified to serve on our Board because of his

numerous years of experience in finance and the aerospace industry and his knowledge as a director.

Masson is well qualified to serve on our Board because of his numerous years of experience in finance and the aerospace industry and his knowledge as a director.

Nicole Seligman.

Seligman has served as a member of our Board since June 2023.

Seligman was the President of Sony Entertainment, Inc., a multinational entertainment company, from 2014 to 2016 and of Sony Corporation of America from 2012 to 2016.

From 2005 through 2014, she served as the Executive Vice President and global General Counsel of Sony Corporation.

She joined Sony in 2001 as Executive Vice President and General Counsel of Sony Corporation of America.

Prior to joining Sony, she was a partner in the litigation practice at Williams & Connolly LLP where she worked on a broad range of complex civil and criminal matters and counseled a broad range of clients, including President William Jefferson Clinton and Hillary Clinton.

Seligman served as law clerk to Justice Thurgood Marshall on the Supreme Court of the United States from 1984 to 1985 and as law clerk to Judge Harry T.

Edwards at the U.S.

Court of Appeals for the District of Columbia Circuit from 1983 to 1984.

Seligman currently serves on the board of Meira GTx Holdings plc and Paramount Global (formerly known as ViacomCBS, Inc.).

She previously served on the boards of directors of Viacom Inc.

through December 2019, when it merged with CBS Corp., WPP plc, where she was the Senior Independent Director, Far Point Acquisition Corporation and Far Peak Acquisition Corporation.

Seligman received her B.A., magna cum laude, from Harvard College (Radcliffe) and her J.D., magna cum laude, from Harvard Law School, where she was a winner of the Sears Prize.

Seligman serves as Co-Chair of the Schwartzman Animal Medical Center in New Your City and as the Chair of the Doe Fund, a New York non-profit offering transactional services for the homeless and formerly incarcerated.

Selgiman is well qualified to serve on our Board because of her senior leadership roles in global public companies, extensive business and corporate governance experience accompanied by exceptional achievements in the legal profession.

Corporate Governance

Board Composition

Our business and affairs are managed under the direction of our Board.

Our Board is chaired by Dr.

Kamal Ghaffarian and includes Stephen Altemus, Michael Blitzer, William Liquori, Robert Masson and Nicole Seligman as members.

The Board has determined that Michael Blitzer, Lieutenant General William Liquori, Robert Masson and Nicole Seligman qualify as independent in accordance with applicable Nasdaq rules.

When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of its business and structure, our Board expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

Pursuant to the Business Combination Agreement, IPAX was granted rights to designate one director for election to our Board.

Director Independence

Under our Corporate Governance Guidelines and the Nasdaq rules, a director will not be independent unless our Board affirmatively determines that s/he does not have a direct or indirect material relationship with the Company or any of its subsidiaries.

In addition, the director must not be precluded from qualifying as independent under the per se bars set forth by the Nasdaq rules.

Our Board undertook a review of its composition, the composition of its committees and the independence of directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Michael Blitzer, William Liquori, Robert Masson and Nicole Seligman do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of

these directors qualifies as “independent” as that term is defined under the Nasdaq rules.

In making these determinations, our Board considered the relationships that each non-employee director has with the Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the director’s beneficial ownership of our common stock.

Controlled Company Exemption

Our Founders own more than 50% of the combined voting power for the election of directors to our Board, and, as a result, we are considered a “controlled company” for the purposes of the Nasdaq rules.

As such, we qualify for exemptions from certain corporate governance requirements, including that a majority of our Board consist of “independent directors,” as defined under the Nasdaq rules.

In addition, we are not required to have a nominating and corporate governance committee or compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or to conduct annual performance evaluations of the nominating and corporate governance and compensation committees.

If at any time we cease to be a “controlled company” under the Nasdaq rules, our Board intends to take any action that may be necessary to comply with the Nasdaq rules, subject to a permitted “phase-in” period.

Classified Board of Directors

Pursuant to our Certificate of Incorporation, our directors are divided into three classes, with each class serving staggered three-year terms.

Our Board currently consists of five (5) directors who are divided among the three classes as follows:

• The Class I directors are William Liquori and Robert Masson;

• The Class II director is Michael Blitzer and Nicole Seligman;

• The Class III directors are Stephen Altemus and Dr.

Kamal Ghaffarian.

Committees of our Board

Our Board directs the management of our business and affairs, as provided by Delaware law, and conduct its business through meetings of the board of directors and standing committees.

We have a standing audit committee, compensation committee, nominating and corporate governance committee and conflicts committee, each of which operate under a written charter.

In addition, from time to time, special committees may be established under the direction of our Board when it deems it necessary or advisable to address specific issues.

Current copies of our committee charters have been posted on our website ( https://www.intuitivemachines.com/investors ) under the heading “Corporate Governance” as required by applicable SEC and Nasdaq rules.

The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus or the registration statement of which it forms a part.

Audit Committee

We have a separately

designated standing audit committee that consists of Lieutenant General William Liquori, Michael Blitzer and Robert Masson, with Mr.

serving as chair.

All members of our audit committee meet the requirements for financial literacy under the applicable Nasdaq rules and

Our board has determined that each member of our audit committee qualifies as “independent” under Nasdaq’s

additional standards applicable to audit committee members and Rule 10A-3 of the Exchange Act applicable to audit committee members.

In addition, our Board has determined that Michael Blitzer qualifies as an “audit committee financial expert,” as such term

is defined in Item 407(d)(5) of Regulation S-K.

Code of Business

Conduct and Ethics

We have a Code of Business

Conduct and Ethics that applies to all of our executive officers, directors and employees, including our principal executive officer,

principal financial officer, principal accounting officer or controller or persons performing similar functions.

The Code of Business

Conduct and Ethics is available on our website, https://www.intuitivemachines.com/investors, under the “Corporate Governance”

We intend to make any

legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website

rather than by filing a Current Report on Form 8-K.

Our audit committee is responsible for, among other things:

• overseeing our accounting and financial reporting process;

• appointing, compensating, retaining and overseeing the work of our independent registered public accounting firm and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;

• discussing with our independent registered public accounting firm any audit problems or difficulties and management’s response;

• pre-approving all audit and non-audit services provided to us by our independent registered public accounting firm (other than those provided pursuant to appropriate preapproval policies established by the audit committee or exempt from such requirement under the rules of the SEC);

• reviewing and discussing our annual and quarterly financial statements with management and our independent registered public accounting firm;

• discussing our risk management policies;

• establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

• preparing the audit committee report required by SEC rules.

Our audit committee consists of William Liquori, Michael Blitzer and Robert Masson with Mr.

Masson serving as chair.

All members of our audit committee meet the requirements for financial literacy under the applicable Nasdaq rules and regulations.

Our Board has affirmatively determined that each member of our audit committee qualifies as “independent” under Nasdaq’s additional standards applicable to audit committee members and Rule 10A-3 of the Exchange Act applicable audit committee members.

In addition, our Board has determined that Michael Blitzer qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

Interlocks and Insider Participation

During 2022, our compensation

committee was comprised of former directors of IPAX, Paula Sutter and Nicholas Shekerdemian.

No member of the compensation committee was

at any time during fiscal year 2022, or at any other time, one of our officers or employees.

None of our executive officers has served

as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive

officers served as a director of our Board or member of our compensation committee.

Our compensation committee is responsible for, among other things:

• reviewing corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting our Chief Executive Officer’s compensation;

• reviewing or making recommendations to our Board regarding the compensation of our other executive officers;

• reviewing and making recommendations to our Board regarding director compensation;

• reviewing and making recommendations to our Board regarding our incentive compensation and equity-based plans and arrangements;

• appointing and overseeing any compensation consultants;

• reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required;

• preparing the annual compensation committee report required by SEC rules, to the extent required.

Our compensation committee consists of Robert Masson and Michael Blitzer with Mr.

Blitzer serving as chair.

Our Board has determined that Robert Masson and Michael Blitzer qualify as “independent” under Nasdaq’s additional standards applicable to compensation committee members and each member of the compensation committee is a “non-employee director” as defined in Section 16b-3 of the Exchange Act.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for, among other things:

• identifying individuals qualified to become members of our Board and ensure our Board has the requisite expertise and consists of persons with sufficiently diverse and independent backgrounds;

• recommending to our Board the persons to be nominated for election as directors and to each committee of our Board;

• developing and recommending to our Board corporate governance guidelines, and reviewing and recommending to our Board proposed changes to our corporate governance guidelines from time to time;

• overseeing the annual evaluations of our Board and its committees.

Our nominating and corporate governance committee consists of Michael Blitzer, William Liquori and Nicole Seligman with Nicole Seligman serving as chair.

The Board has determined that each of the members of our nominating and corporate governance committee qualify as “independent” under Nasdaq rules applicable to nominating and corporate governance committee members.

Conflicts Committee

Our conflicts committee is responsible for, among other things:

• reviewing and approving business matters in which the interests of the Company or its subsidiaries may conflict or appear to conflict with the interests of IBX or any other IBX affiliate or any director or any of such director’s affiliates;

• reviewing and approving or ratifying any related person transactions.

Our conflicts committee consists of Michael Blitzer, William Liquori, Robert Masson and Nicole Seligman with William Liquori serving as chair.

The Board has determined that each of the members of our conflicts committee qualify as “independent” under Nasdaq rules applicable to nominating and corporate governance committee members.

Our Board may from time to time establish other committees.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

The Code of Business Conduct and Ethics is available on our website, https://www.intuitivemachines.com/investors under the “Corporate Governance” section.

We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website rather than by filing a Current Report on Form 8-K.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee was at any time during fiscal year 2023, or at any other time, one of our officers or employees.

None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our Board or member of our compensation committee.

Executive Compensation

Executive and Director Compensation of IPAX

Prior to the Consummation of the Transactions

As of December 31, 2022, IPAX had three executive

officers, Michael Blitzer (Co-Chief Executive Officer and Director), Guy Shannon (Co-Chief Executive Officer and Director), and Brian

Pitz (Chief Financial Officer and Director).

Upon the consummation of the Transactions , and in accordance

with the terms of the Business Combination Agreement, each of the IPAX executive officers ceased serving in such capacities.

We entered into an agreement with the Sponsor

whereby, commencing on September 21, 2021 through the earlier of the consummation of an initial business combination and our liquidation,

we agreed to pay Kingstown Capital Management L.P., an affiliate of the Sponsor, $15,000 per month for administrative and support services

provided to members of our management team.

For the period from September 21, 2021 to December 31, 2022, we incurred $228,000 of administrative

services under this arrangement.

Additionally, following our IPO, we also reimbursed the Sponsor for services provided by one of the Sponsor’s

employees who served as our chief of staff at the rate of $12,500 per month.

In connection with the consummation of the Business Combination,

these agreements were terminated.

See Note 5 in the notes to the audited financial statements in this Annual Report for further information.

No other compensation of any kind, including finder’s

and consulting fees, was paid by IPAX to its Sponsor, officers and directors, or any of their respective affiliates, for services rendered

prior to or in connection with the completion of the Business Combination.

However, these individuals were reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable initial business combinations.

Executive and Director Compensation of Intuitive

This section discusses the material components

of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below.

In 2023, our “named executive officers” and their positions were as follows:

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• Erik Sallee, Chief Financial Officer;

This discussion may contain forward-looking statements

that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

• Anna Jones, General Counsel and Secretary.

Sallee resigned from his position with the Company and its subsidiaries, effective as of January 26, 2024 and Mr.

Vontur was appointed as interim Chief Financial Officer.

Summary Compensation Table

The following table sets forth information concerning

the compensation of our named executive officers for the years ended December 31, 2021 and December 31, 2022.

Name and Principal Position

The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2023 and 2022.

Name and Principal Position Year Salary

Stock Awards ($) (2)

All Other Compensation ($) (3)

Stephen Altemus

President & CEO (4)

President and Chief Executive Officer

2023 699,377 — — 15,106 714,483

2022 490,954 150,000 — 10,675 651,629

Timothy Crain

Chief Technology Officer 2023 429,640 — — 11,550 441,190

2022 359,805 100,000 — 10,675 470,480

Chief Financial Officer 2023 450,000 — 4,158,000 1,212 4,609,212

(1) Amounts reflect annual discretionary bonuses paid to the

named executive officers for services performed during the applicable year.

The bonuses earned with respect to 2022 are further described

below in “— 2022 Bonuses .”

(2) Amounts reflect the full

grant-date fair value of stock options granted during the applicable year computed in accordance

with ASC Topic 718, rather than the amounts paid to or realized by the named individual.

We provide information regarding the assumptions used to calculate the value of all option

awards made to executive officers in the notes to the consolidated financial statements of

Intuitive Machines OpCo included in Amendment No.

2 to our Current Report on Form 8-K filed

on or about March 30, 2023.

(3) Amounts reflect the Company’s 401(k) plan matching

contributions.

(4) Effective on September 3, 2022, Mr.

Altemus’ base salary

rate was increased from $380,359 to $699,377.

(5) Effective on September 3, 2022, Mr.

Crain’s base salary

rate was increased from $313,943 to 429,640.

Sallee commenced employment as our Chief Financial Officer

effective, April 12, 2021;

therefore, certain amounts for Mr.

Sallee for 2021, such as base salary, reflect a partial year of service.

Effective on September 3, 2022, Mr.

Sallee’s base salary rate was increased from $330,000 to $450,000.

2022 366,923 100,000 — 1,212 468,135

General Counsel and Secretary 2023 225,000 (4)

— 378,000 5,262 608,262

(1) The Board determined to not approve any discretionary bonus payments with respect to 2023.

(2) With respect to 2023, amounts reflect the grant-date fair value of restricted stock unit awards granted during the year ended December 31, 2023 computed in accordance with ASC Topic 718, Compensation-Stock Compensation.

See Note 11 to our consolidated financial statements for a discussion of the relevant assumptions used in calculating these amounts.

(3) Amounts reflect the Company’s 401(k) plan matching contributions.

Jones’ employment with the Company commenced on March 27, 2023, and therefore the base salary amount set forth in the table above reflects the amount earned for the portion of 2023 in which she was employed by us.

Jones had an annual base salary rate of $300,000 in 2023.

Narrative to Summary Compensation Table

2023 Salaries

The named executive officers receive a base salary

to compensate them for services rendered to our company.

The base salary payable to each named executive officer is intended to provide

a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

The 2022 annual base

salaries for our named executive officers were increased from $380,359 for Mr.

Altemus, $313,943 for Mr.

Crain, and $330,000 for Mr.

to $699,377, $429,640, and $450,000, respectively, effective September 3, 2022.

The actual base salaries earned by our named executive

officers for services in 2022 are set forth above in the Summary Compensation Table in the column entitled “ Salary .”

Our named executive officers were eligible to

earn discretionary cash bonuses for calendar year 2022, as determined by the Board of Managers of Intuitive Machines OpCo.

For 2022, Messrs.

Altemus and Crain were eligible to receive a discretionary annual bonus as determined by the Board of Managers, and Mr.

eligible to receive an annual bonus of up to 30% of his base salary.

Based on a review of our performance for 2022 and each named executive

officer’s individual performance and contributions to our success, the Board of Managers approved the bonus amounts set forth in

the Summary Compensation Table in the column entitled “Bonus.”

The named executive officers receive a base salary to compensate them for services rendered to our company.

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

The 2023 annual base salaries for Messrs.

Altemus, Crain and Sallee were $699,377, $429,640 and $450,000, respectively, and the 2023 annual base salary for Ms.

Jones was $300,000.

The actual base salaries earned by our named executive officers for services in 2023 are set forth above in the Summary Compensation Table in the column entitled “ Salary .”

Our named executive officers are eligible to earn discretionary cash bonuses for calendar year 2023, as determined by the Board.

Sallee and Ms.

Jones are eligible to earn annual cash bonuses under our bonus program based on the achievement of individual and/or our performance goals.

Under the Sallee and Jones offer letters, their target bonus opportunity is 30% of their annual base salary.

On February 7, 2024, the Board determined the discretionary 2023 annual cash bonus awards for the named executive officers of the Company and determined that no annual cash bonus awards are payable to any named executive officer with respect to 2023.

On February 7, 2024, the Board also approved one-time special restricted stock unit awards for each of Mr.

Crain and Ms.

Jones in consideration of their strong

performance in 2023.

The awards were granted pursuant to the Intuitive Machines, Inc.

2023 Long Term Omnibus Incentive Plan and will vest based on the achievement of designated Company operational performance goals, subject to the executive’s continued employment through the 60-day anniversary of the applicable performance goal achievement date, and cover 105,000, 43,000 and 27,000 restricted stock units, respectively.

Equity Compensation

Historical Equity Grants

Prior to the Transactions, we offered awards of

options to purchase non-voting class B membership interests of Intuitive Machines OpCo to eligible service providers, including certain

of our named executive officers, pursuant to the Intuitive Machines, LLC 2021 Unit Option Plan (the “2021 Plan”).

In connection

with the consummation of the Transactions, the options were recapitalized into options to purchase Intuitive Machines OpCo Common Units.

Following the consummation of the Transactions, awards will not be granted under the 2021 Plan.

For additional information about the 2021

Plan, please see the section titled “— 2021 Unit Option Plan ” below.

In 2022 we did not award any stock options pursuant

to the 2021 Plan to any of our named executive officers.

Altemus and Crain do not hold stock options or any other compensatory

equity awards.

Unit Option Plan

Prior to the Transactions, we offered awards of options to purchase non-voting class B membership interests of Intuitive Machines OpCo to eligible service providers, including certain of our named executive officers, pursuant to the Intuitive Machines, LLC 2021 Unit Option Plan (the “2021 Plan”).

In connection with the consummation of the Transactions, the options were recapitalized into options to purchase Intuitive Machines OpCo Common Units.

Since the consummation of the Transactions, awards have not been (and will not be granted) under the 2021 Plan.

In 2022 and 2023 we did not award any stock options pursuant to the 2021 Plan to any of our named executive officers.

Altemus and Crain do not hold stock options or any other compensatory equity awards.

Intuitive Machines Incentive Plan

In connection with the consummation of the Transactions,

we adopted the Intuitive Machines Incentive Plan in order to facilitate the grant of cash and equity incentives to directors, employees

(including our named executive officers) and consultants of our company and certain of its affiliates and to enable our company and certain

of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success.

We expect to grant

equity-based compensation to our employees, including our named executive officers, and our directors pursuant to the Intuitive Machines

Incentive Plan.

In connection with the consummation of the Transactions, we adopted the Intuitive Machines, Inc.

2023 Long Term Omnibus Incentive Plan (the “Intuitive Machines Incentive Plan”) in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and certain of its affiliates and to enable our company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success.

In 2023, the Board granted restricted stock units to certain of our named executive officers under the Incentive Plan.

On May 9, 2023, our Board approved grants of time-based restricted stock units (“RSUs”) to Mr.

Sallee and Ms.

Jones under the Intuitive Machines Incentive Plan covering 550,000 shares and 50,000 shares of Class A Common Stock, respectively.

The RSUs will vest as to one-fourth (1/4 th ) of the underlying RSUs on each of the first four anniversaries of April 11, 2023, subject to the executive’s continued employment as of each vesting date.

Upon a termination of the executive’s employment for any reason, any then-unvested RSUs will automatically be forfeited by the executive and terminated without consideration thereof.

On February 7, 2024, the Board also approved one-time, special restricted stock unit awards for each of Mr.

Crain and Ms.

Jones in consideration of their strong performance in 2023.

The awards were granted pursuant to the Intuitive Machines Incentive Plan and will vest based on the achievement of designated Company operational performance goals, subject to the executive’s continued employment through the 60-day anniversary of the applicable performance goal achievement date, and cover 105,000, 43,000 and 27,000 restricted stock units, respectively.

Other Elements of Compensation

Retirement Plans

We currently maintain a 401(k) retirement

savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements.

Our named executive

officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees.

The Internal Revenue Code

allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions

to the 401(k) plan.

Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of

the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made.

that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making matching contributions, adds to the

overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers,

in accordance with our compensation policies.

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements.

Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees.

Internal Revenue Code of 1986, as amended (the “Code”) allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan.

Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made.

We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Employee Benefits and Perquisites

All of our full-time employees, including our

named executive officers, are eligible to participate in our health and welfare plans, including:

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

• medical, dental and vision benefits;

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• term life insurance.

We believe the perquisites described above are

necessary and appropriate to provide a competitive compensation package to our named executive officers.

We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

No Tax Gross-Ups

We do not make gross-up payments to cover our

named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our

We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our company.

Clawback Policy

We have adopted a compensation recovery policy (the Company’s Policy for Recovery of Erroneously Awarded Compensation), which was effective as of October 2, 2023, that is compliant with the Nasdaq Listing Rules, as required by the Dodd-Frank Act.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of Units

underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2022.

Option Awards

Unexercisable

The following table summarizes the number of shares of Class A Common Stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023.

Unless otherwise indicated, awards included in the following table were granted pursuant to the 2023 Plan.

Option Awards Stock Awards

Name Grant Date Number of Securities Underlying Unexercised Options

(#) Exercisable Number of Securities Underlying Unexercised Options

(#) Unexercisable Option Exercise Price

($) Option Expiration Date Number of Shares of Stock That Have Not Vested

(#) Market Value of Shares or Unitis of Stock That Have Not Vested

Stephen Altemus — — — — — — —

Timothy Crain — — — — — — —

June 14, 2021 (1)

Erik Sallee June 14, 2021 (2)

111,249 55,624 1.80 June 14, 2031 — —

(1) This stock option vests and becomes exercisable in equal

annual installments over three years from the applicable grant date, subject to Mr.

May 9, 2023 — — — — 550,000 (3)

Anna Jones May 9, 2023 — — — — 50,000 (3)

(1) Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our Common Stock on December 29, 2023, the last trading day of 2023, which was $2.55.

(2) This stock option was granted pursuant to the 2021 Plan and vests and becomes exercisable in equal annual installments over three years from the applicable grant date, subject to Mr.

Sallee’s continued service.

In addition, if

Sallee resigned as Chief Financial Officer of the Company effective January 26, 2024.

In addition, if Mr.

Sallee’s continuous service is terminated by us without “cause,” Mr.

Sallee will vest in the portion of the option

that would have otherwise vested on the next anniversary of June 14, 2021.

Sallee will vest in the portion of the option that would have otherwise vested on the next anniversary of June 14, 2021.

(3) This RSU award vests as to 25% of the underlying RSUs on each of the first four anniversaries of April 11, 2023, subject to the executive’s continued employment through the applicable vesting date.

The amounts shown represent the number of shares subject to the RSU awards that remain eligible to vest as of December 31, 2023.

Executive Compensation Arrangements

On March 20, 2021, we entered into an offer

letter with Erik Sallee to serve as our Chief Financial Officer.

Sallee’s employment under the offer letter is at-will

and will continue until terminated at any time by either party.

On March 20, 2021 we entered into an offer letter with Erik Sallee to serve as our Chief Financial Officer.

Sallee’s employment under the offer letter is at-will and will continue until terminated at any time by either party.

Pursuant to his offer letter, Mr.

Sallee is entitled to receive an

annual base salary of $330,000 per year;

Sallee is entitled to receive an annual base salary of $330,000 per year;

as described above, Mr.

Sallee’s annual base salary was increased effective September 3,

2022 to $450,000.

Sallee’s annual base salary was increased effective September 3, 2022 to $450,000.

In addition, Mr.

Sallee is eligible to participate in the 2021 Plan and in the health and welfare benefit plan

and programs maintained by us for the benefit of our employees.

Sallee is eligible to earn annual cash

bonuses under our bonus program, based on the achievement of individual and/or our performance goals.

Under the offer letter, Mr.

target bonus opportunity is 30% of his annual base salary.

In connection with entering into his offer letter,

Sallee entered into our standard form of confidentiality agreement, which provides for a non-disclosure covenant that lasts during

employment and for five years thereafter, an employee and client/customer non-solicitation covenant that lasts during employment

and for two years thereafter.

Altemus or Crain are not, and were not

in 2021 or 2022, parties to employment agreements.

Sallee is eligible to participate in the 2021 Plan and in the health and welfare benefit plan and programs maintained by us for the benefit of our employees.

On February 6, 2023 we entered into an offer letter with Anna Jones to serve as our General Counsel.

Jones’ employment under the offer letter is at-will and will continue until terminated at any time by either party.

Pursuant to her offer letter, Ms.

Jones is entitled to receive an annual base salary of $300,000 per year, as described above.

Sallee and Ms.

Jones are eligible to earn annual cash bonuses under our bonus program, based on the achievement of individual and/or our performance goals.

Under the Sallee and Jones offer letters, their target bonus opportunity is 30% of

their annual base salary.

Sallee resigned as Chief Financial Officer of the Company effective January 26, 2024.

On January 26, 2024, the Company and Mr.

Sallee entered into a consulting agreement (the “Consulting Agreement”).

Pursuant to the Consulting Agreement, Mr.

Sallee will provide consulting and advisory services at the request of the Company from January 27, 2024 through March 31, 2024.

In consideration for the consulting and advisory services provided by Mr.

Sallee under the Consulting Agreement, the Company will accelerate, on March 31, 2024, the vesting of 55,624 shares subject to a stock option granted under the 2021 Plan and 137,500 unvested restricted stock units granted under the Intuitive Machines Incentive Plan, subject to Mr.

Sallee’s continued services through such date.

Under the Consulting Agreement, Mr.

Sallee agreed to a general release of claims along with other standard terms.

Altemus or Crain were not, and are not, parties to employment agreements or offer letters in 2023.

Director Compensation

In 2022, we paid a $400,000 service fee to one

of our executives and founders who is a member of our Board of Managers, Dr.

Kamal Ghaffarian, to compensate him for his services as Executive

He did not receive any additional compensation for services provided as a director.

Fees Earned or

2023 Director Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to our non-employee directors and to our Chairman who served on our Board during the year ended December 31, 2023.

Altemus is also a member of our Board but did not receive any additional compensation for his service as a director.

See the section entitled “— Summary Compensation Table” above for information regarding the compensation paid to Mr.

Altemus in 2023.

Name Fees Earned or Paid in Cash

($) Stock Awards

Kamal Ghaffarian 105,000 205,000 310,000

In connection with the consummation of the Transactions,

we approved and implemented a compensation program (the “Director Compensation Program”) for our non-employee directors (each,

an “Eligible Director”) that consists of annual cash retainer fees and long-term equity awards.

The material terms of the

Director Compensation Program are described below.

The Director Compensation Program consists of

the following components:

Michael Blitzer 91,250 155,000 246,250

William Liquori 81,875 155,000 236,875

Robert Masson 88,125 155,000 243,125

Nicole Seligman (2)

58,125 155,000 213,125

(1) With respect to 2023, amounts reflect the grant-date fair value of restricted stock unit awards granted during the year ended December 31, 2023 computed in accordance with ASC Topic 718, Compensation-Stock Compensation.

See Note 11 to our consolidated financial statements for a discussion of the relevant assumptions used in calculating these amounts.

Seligman joined our Board on June 23, 2023.

The following table shows the aggregate numbers of outstanding RSUs held as of December 31, 2023 by each non-employee director and our Chairman.

Name RSUs Outstanding at

Fiscal Year End

Kamal Ghaffarian 67,434

Michael Blitzer 18,321

William Liquori 18,321

Robert Masson 18,321

Nicole Seligman 18,321

(1) Represents RSUs, each of which represents a contingent right to receive one share of Class A Common Stock.

The RSUs will vest in full on the earlier to occur of the first anniversary June 23, 2023 and the date of the next annual meeting following the grant date.

In 2023, for Mr.

Ghaffarian’s service as Chairman of the Board, the Board also approved cash compensation for Mr.

Ghaffarian of $105,000 and an RSU award covering shares of our Class A Common Stock (the “Ghaffarian RSU Award”) with an aggregate value of $205,000.

The Ghaffarian RSU Award will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service.

Director Compensation Program

In connection with the consummation of the Transactions, we approved and implemented a non-employee director compensation program, amended and restated effective June 23, 2023 (the “Director Compensation Program”) for our non-employee directors (each, an “Eligible Director”) that consists of annual cash retainer fees and long-term equity awards.

The material terms of the Director Compensation Program are described below.

The Director Compensation Program consists of the following components:

Cash Compensation:

6 unchanged sentences

◦ Nominating and Corporate Governance:

The annual cash retainer will be paid in quarterly

installments in arrears.

The annual cash retainer will be paid in quarterly installments in arrears.

Annual cash retainers will be pro-rated for any partial calendar quarter of service.

Equity Compensation:

• June 2023 Grant:

Each Eligible Director who was serving on the Board as of the first Board meeting in June 2023 was granted a restricted stock unit award covering shares of our Class A Common Stock (each, an “RSU Award”) with an aggregate value of $155,000.

Each June 2023 RSU Award will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service.

• Initial Grant:

Each Eligible Director who is initially elected

or appointed to serve on our Board after our annual meeting of stockholders in calendar year 2024 automatically will be granted a restricted

stock unit award covering shares of our Class A Common Stock (each, an “RSU Award”) with an aggregate value of $155,000,

pro-rated for the number of days that have elapsed since the last occurring annual meeting.

Each Initial Grant will be granted on

the date on which such Eligible Director is appointed or elected to serve on the Board, will vest in full on the earlier to occur of the

first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service.

Each Eligible Director who is initially elected or appointed to serve on our Board after the grant of the June 2023 RSU Awards automatically will be granted an RSU Award with an aggregate value of $155,000, pro-rated for the number of days that have elapsed since the last occurring annual meeting.

Each Initial Grant will be granted on the date on which such Eligible Director is appointed or elected to serve on the Board, will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service.

• Annual Grant:

An Eligible Director who is serving on our

Board as of the date of an annual meeting of stockholders (beginning with calendar year 2024) will be granted, on the date of such annual

meeting, an RSU Award with an aggregate value of $155,000.

Each Annual Grant will vest in full on

the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject

to continued service.

In addition, each equity award granted to an Eligible

Director under the Director Compensation Program will vest in full immediately prior to the occurrence of a “change in control”

(as defined in the Intuitive Machines Incentive Plan).

Compensation under the Director Compensation Program will be subject to the annual

limits on non-employee director compensation set forth in the Intuitive Machines Incentive Plan.

Equity Incentive Plans

2021 Unit Option Plan

Intuitive Machines OpCo currently maintains the

Intuitive Machines, LLC 2021 Unit Option Plan, referred to in this prospectus as the 2021 Plan.

We historically offered awards of options

to eligible service providers, including our named executive officers, pursuant to the 2021 Plan.

In connection with the consummation

of the Transactions and the adoption of the Intuitive Machines Incentive Plan, we amended and restated the 2021 Plan to reflect the Transactions

and to provide that, following the consummation of the Transactions, awards may not be granted under the 2021 Plan.

The material terms

of the 2021 Plan are summarized below.

Eligibility and Administration

Our employees, directors, consultants and other

service providers are eligible to receive grants of options under the 2021 Plan.

The 2021 Plan is administered by our Board of Managers.

Subject to the provisions of the 2021 Plan, the plan administrator has the authority and discretion to take any actions it deems necessary

or advisable for the administration of the 2021 Plan.

Limitation on Awards and Units Available

Prior to the Transactions, an aggregate 6,125,000 Units were

authorized for issuance under the 2021 Plan;

following the Transactions this amount was adjusted to Intuitive Machines OpCo Common Units.

If an award (i) expires or terminates without having been exercised in full or (ii) is settled in cash, such expiration, termination

or settlement shall not reduce the number of units that may be issued pursuant to the 2021 Plan.

In the event that any units issued

pursuant to an award are forfeited because of the failure to meet a contingency or condition required to vest, such units shall revert

and again become available for issuance under the 2021 Plan.

The 2021 Plan provides for the grant of awards

The terms and conditions of outstanding options under the 2021 Plan are set forth in award agreements, including any applicable

vesting and payment terms and post-termination exercise limitations.

Awards of options provide for the purchase of units, in the future

at an exercise price set on the grant date;

following the Transactions, outstanding options were adjusted to cover Intuitive Machines

OpCo Common Units.

The exercise price of an option may not be less than 100% of the fair market value of the underlying units on the grant

date (as adjusted to reflect the Transactions).

The term of an option may not be longer than ten years.

Certain Transactions

In the event of certain changes in our capitalization

such as a recapitalization, equity split or reorganization, the plan administrator will make appropriate and proportionate adjustments

to the classes and maximum number of securities subject to the 2021 Plan and to the classes, number of securities and exercise price subject

to outstanding awards.

In the event of a corporate transaction, which includes us being a party to a merger or consolidation, or the sale

of substantially all of our assets, the plan administrator has discretion to (i) provide that outstanding awards be continued or

assumed or substituted by the acquiring or surviving entity, (ii) provide for the assignment of any reacquisition or repurchase rights

to the acquiring or surviving entity, (iii) provide that all outstanding awards become fully vested and exercisable at a date prior

to the corporate transaction, with such awards terminating if not exercised at or prior to the effective time of the corporate transaction,

(iv) arrange for the lapse of any reacquisition or repurchase rights with respect to the award, (v) provide for the cancellation

of outstanding awards to the extent not vested or exercised in exchange for such cash consideration, if any, as the Board of Managers,

in its sole discretion may consider appropriate, or (vi) provide for payment in such form as may be determined by the Board of Managers

equal to the excess, if any, of (A) the consideration the holder of the award would have received upon exercise of the award, over

(B) any exercise price payable in connection with such exercise.

Intuitive Machines Incentive Plan

On February 13, 2023, in connection with the consummation

of the Transactions, we adopted the Intuitive Machines, Inc.

2023 Long Term Omnibus Incentive Plan (the “Intuitive Machines Incentive

Plan”) under which Intuitive Machines and its affiliates may grant cash and equity incentive awards to its eligible service providers

in order to attract and retain key personnel.

Certain current employees, directors, advisors

or consultants, or prospective employees, directors, or consultants who have accepted offers of employment or consultancy, of Intuitive

Machines or its affiliates, including Intuitive Machines OpCo, are eligible to participate in the Intuitive Machines Incentive Plan.

Intuitive Machines Incentive Plan is administered by a compensation committee of at least two people appointed by the Intuitive Machines

(or, if no such committee has been appointed, the Board), which may delegate its duties and responsibilities to one or more officers of

Intuitive Machines or any affiliate (referred to collectively as the “plan administrator”), subject to the limitations imposed

under the Intuitive Machines Incentive Plan and applicable laws.

The plan administrator has the authority to take all actions and make

all determinations under the Intuitive Machines Incentive Plan, to interpret the Intuitive Machines Incentive Plan and award agreements,

and to establish, amend, suspend, or waive any rules and regulation for proper administration of the Intuitive Machines Incentive Plan

as it deems necessary or advisable.

The plan administrator also has the authority to determine which eligible participants receive awards,

grant awards, and set the terms and conditions of all awards under the Intuitive Machines Incentive Plan, including any vesting provisions,

subject to the conditions and limitations in 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.

The foregoing share limits under the Intuitive Machines Plan are, in each case,

subject to certain adjustments set forth therein.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth beneficial ownership

of our common stock as of March 23, 2023 by:

person who is known to be the beneficial owner of more than 5% of shares of our common stock;

of our current named executive officers and directors;

An Eligible Director who is serving on our Board as of the date of an annual meeting of stockholders (beginning with calendar year 2024) will be granted, on the date of such annual meeting, an RSU Award with an aggregate value of $155,000.

Each Annual Grant will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service.

In addition, each equity award granted to an Eligible Director under the Director Compensation Program and the Ghaffarian RSU Award will vest in full immediately prior to the occurrence of a “change in control” (as defined in the Intuitive Machines Incentive Plan).

Compensation under the Director Compensation Program will be subject to the annual limits on non-employee director compensation set forth in the Intuitive Machines Incentive Plan.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The following table sets forth beneficial ownership of our common stock as of March 15, 2024 by:

• each person who is known to be the beneficial owner of more than 5% of shares of our common stock;

• each of our current named executive officers and directors;

• all current executive officers and directors as a group.

The information below is based on an aggregate of

14,748,598 shares of Class A Common Stock, 10,566 shares of Class B Common Stock and 68,140,188 shares of Class C Common Stock issued

and outstanding as of March 23, 2023.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that

a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security,

including warrants that are currently exercisable or exercisable within 60 days.

Voting power represents the combined voting power of

shares of Class A Common Stock, Class B Common Stock and Class C Common Stock owned beneficially by such person.

On all matters to be

voted upon, holders of shares of Class A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class

on all matters submitted to the stockholders for their vote or approval.

Holders of Class A Common Stock and Class B Common Stock are

entitled to one vote per share on all matters submitted to the stockholders for their vote or approval and holders of Class C Common Stock

are entitled to three votes per share on all matters submitted to the stockholders for their vote or approval.

Unless otherwise indicated, we believe that all

persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

The information below is based on an aggregate of 51,080,059 shares of Class A Common Stock and 70,909,012 shares of Class C Common Stock issued and outstanding as of March 15, 2024.

No shares of Class B Common Stock were issued and outstanding as of March 15, 2024.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including warrants that are currently exercisable or exercisable within 60 days.

Voting power represents the combined voting power of shares of Class A Common Stock, Class B Common Stock and Class C Common Stock owned beneficially by such person.

On all matters to be voted upon, holders of shares of Class A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class on all matters submitted to the stockholders for their vote or approval.

Holders of Class A Common Stock and Class B Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval and holders of Class C Common Stock are entitled to three votes per share on all matters submitted to the stockholders for their vote or approval.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

Name and Address of Beneficial Owner (1)

Number of Shares of Class A Common Stock % of Ownership Number of Shares of Class B Common Stock % of Ownership Number of Shares of Class C Common Stock % of Ownership Number of Shares of Class A, Class B, and Class C Common Stock % of Total Voting Power

Guy Shanon (2)(3)

Inflection Point Holdings LLC (3)

9,216,104 16.1 — — — — 9,216,104 3.4

Kingstown Capital Management, LP (3)

5,375,305 9.8 — — — — 5,375,305 2.0

Kingstown Management GP, LLC (3)

5,375,306 9.8 — — — — 5,375,306 2.0

Armistice Capital, LLC (10)

23,529,415 46.1 — — — — 23,529,415 8.9

Directors and Executive Officers of Intuitive Machines

Stephen Altemus (5)(9)

245,000 * — — 16,581,703 23.4 16,826,703 18.9

Kamal Ghaffarian (6)(9)

12,516,232 20.8 — — 43,825,852 61.8 56,342,084 52.8

Timothy Crain (7)(9)

129,000 * — — 10,501,457 14.8 10,630,457 12.0

Erik Sallee (8)(9)

111,249 * — — — — 111,249 *

Michael Blitzer (4)

4,200,798 7.8 — — — — 4,200,798 1.6

Peter McGrath (9)(11)

367,187 * — — — — 367,187 *

Lieutenant General William Liquori — — — — — — — —

Robert Masson — — — — — — — —

Nicole Seligman — — — — — — — —

All directors and executive officers as a group (9 individuals) 17,569,466 27.7 — — 70,909,012 100.0 88,478,478 83.4

(1) Unless otherwise noted, the business address of each of those

listed in the table above is c/o Intuitive Machines, LLC, 3700 Bay Area Blvd, Houston, TX 77058.

(2) Inflection Point Holdings LLC is the record holder of such

* Less than 1%

(1) Unless otherwise noted, the business address of each of those listed in the table above is c/o Intuitive Machines, LLC, 13467 Columbia Shuttle Street, Houston, TX 77059.

(2) Consists of (i) 1,302,673 shares of Class A Common Stock and (ii) 2,538,125 shares of Class A Common Stock underlying Private Placement Warrants which are currently exercisable (without giving effect to the 9.8% beneficial ownership blocker described in the Warrant Agreement).

Such securities were distributed by Inflection Point Holdings LLC to Guy Shanon for no consideration in accordance with Inflection Point Holdings LLC’s limited liability company agreement.

(3) Kingstown 1740 Fund, LP (“Kingstown 1740”) is the record holder of such shares.

Kingstown Capital Management, L.P.

(“KCM”) is the manager of Inflection Point Holdings LLC and shares voting and

investment discretion with respect to the Inflection Point Ordinary Shares held of record by Inflection Point Holdings LLC.

Management GP LLC (“KMGP”) is the general partner of KCM and shares voting and investment discretion with respect to the

Inflection Point Ordinary Shares held of record by Inflection Point Holdings LLC.

Michael Blitzer and Guy Shanon are the Managing Members

of KMGP and share voting and investment discretion with respect to the Inflection Point Ordinary Shares held of record by Inflection

Point Holdings LLC.

Each of KMGP, KCM, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Inflection

Point Holdings LLC other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

The principal business office of Kingstown Capital Management and Kingstown Management GP, LLC is c/o Inflection Point Acquisition Corp.,

34 East 51st Street, 5th Floor, New York, New York 10022.

(3) Inflection Point Holdings LLC and Kingstown 1740 are the record holders

of such shares.

KCM is the manager of Inflection Point Holdings LLC and the investment manager of Kingstown 1740.

KMGP is the general

partner of KCM.

(“KCM”) is the investment manager of Kingstown 1740.

Kingstown Management GP LLC (“KMGP”) is the general partner of KCM.

Kingstown Capital Partners LLC (“KCP”) is the general partner of Kingstown 1740.

Blitzer and Mr.

are the managing members of KMGP and KCP.

KCM, KMGP, KCP, Mr.

Blitzer and Mr.

Shanon share voting investment discretion with respect to

the securities held by Inflection Point Holdings LLC and Kingstown 1740.

Michael Blitzer and Guy Shannon are the managing members of KMGP and KCP.

KCM, KMGP, KCP and Mr.

Shanon share voting investment discretion with respect to the securities held by Kingstown 1740.

Notwithstanding his roles with KCM, KMGP and KCP, Mr.

Blitzer has relinquished voting power and dispositive power over securities held by entities managed or controlled by KCM, KMGP and/or KMGP.

Each of KCM, KMGP, KCP, Mr.

Blitzer and Mr.

Shanon disclaims

beneficial ownership over any securities directly held by Inflection Point Holdings LLC and Kingstown 1740 other than to the extent of

its/his respective pecuniary interest therein, directly or indirectly.

Such amounts consist of (A) the following securities owned by the

Inflection Point Holdings LLC (i) 8,243,750 shares of Class A Common Stock received in exchange for the Inflection Point Class A Ordinary

Shares issued upon conversion of the Founder Shares, (ii) 6,845,000 shares of Class A Common Stock underlying 6,845,000 Warrants and which

will be exercisable within 60 days of the Closing Date and (B) the following securities owned by Kingstown 1740 (i) 1,150,000 shares of

Class A Common Stock, (ii) 1,450,000 shares of Class A Common Stock underlying Warrants and which will be exercisable within 60 days of

the Closing Date, (iii) 1,750,000 shares of Class A Common Stock issuable upon conversion of 21,000 shares of Series A Preferred Stock

at the initial conversion price that Kingstown 1740 has committed to purchase and which will be convertible within 60 days of the Closing

Date (without giving effect to the 9.9% beneficial ownership blocker described in the form of Certificate of Designation (the “Certificate

of Designation”)) and (iv) 437,500 shares of Class A Common Stock issuable upon exercise of Preferred Investor Warrants that Kingstown

1740 committed to purchase and which will be convertible within 60 days of the Closing Date (without giving effect to the 9.9% beneficial

ownership blocker described in the form of Preferred Investor Warrant).

The principal business office of Inflection Point Holdings LLC

is c/o Inflection Point Acquisition Corp., 34 East 51st Street, 5th Floor, New York, New York 10022.

(4) Reflects 15,994,866 Intuitive Machines OpCo Common Units

and a corresponding number of shares of C Common Stock held of record by a revocable trust of which Mr.

Altemus is a trustee and exercises

investment discretion.

(5) Consists of (i) 1,954,313 Intuitive Machines OpCo Common

Units and a corresponding number of shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,344,496 Intuitive Machines

OpCo Common Units and a corresponding number of shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC and

(iii) 38,716,709 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock held of record by

Ghaffarian Enterprises, LLC.

Kamal Ghaffarian may also be deemed to beneficially own (i) 416,667 shares of Class A Common Stock issuable

upon conversion of 5,000 shares of Series A Preferred Stock at the initial conversion price that Ghaffarian Enterprises, LLC committed

to purchase and which will be convertible within 60 days of the Closing Date (without giving effect to the 9.9% beneficial ownership

blocker described in the form of Certificate of Designation) and (ii) 104,167 shares of Class A Common Stock issuable upon exercise of

Preferred Investor Warrants that Ghaffarian Enterprises, LLC has committed to purchase and which will be convertible within 60 days of

the Closing Date (without giving effect to the 9.9% beneficial ownership blocker described in the form of Preferred Investor Warrant).

Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of Ghaffarian Enterprises, LLC, GM Enterprises,

LLC and Intuitive Machines KG Parent, LLC.

Shanon disclaims beneficial ownership over any securities directly held by Kingstown 1740 other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.

Such amounts consist of the following securities owned by Kingstown 1740 (i) 1,585,904 shares of Class A Common Stock, (ii) 3,218,750 shares of Class A Common Stock underlying warrants which are currently exercisable and 570,652 shares of Class A Common Stock issuable upon exercise of Preferred Investor Warrants purchased by Kingstown 1740 in connection with the Series A Investment which are currently convertible (without giving effect to the 9.9% beneficial ownership blocker described in the form of Preferred Investor Warrant).

The principal business office of Kingstown 1740 is c/o Kingstown Capital Management L.P., 167 Madison Avenue, Suite 205 #1033, New York, New York 10016.

(4) Consists of (i) 1,662,673 shares of Class A Common Stock and (ii) 2,538,125 shares of Class A Common Stock underlying Private Placement Warrants which are currently exercisable (without giving effect to the 9.8% beneficial ownership blocker described in

the Warrant Agreement).

Such securities were distributed by Inflection Point Holdings LLC to Mr.

Blitzer for no consideration in accordance with Inflection Point Holdings LLC’s limited liability company agreement.

Blitzer’s principal place of business in located at 167 Madison Avenue, Suite 205 #1033, New York, New York 10016.

(5) Reflects (i) 140,000 restricted stock units (“RSUs”) awarded to Stephen Altemus on February 7, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in four equal annual installments beginning on April 11, 2024 and do not expire, (ii) 105,000 performance-based RSUs granted to Stephen Altemus on February 7, 2024 and the achievement of which was certified by our Board on February 25, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest on April 11, 2024 and do not expire and (iii) 16,581,703 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock held of record by a revocable trust of which Mr.

Altemus is a trustee and exercises investment discretion.

(6) Consists of (i) 2,026,015 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock held of record by GM Enterprises, LLC, (ii) 1,393,824 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock held of record by Intuitive Machines KG Parent, LLC, (iii) (A) 40,406,013 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock, (B) 3,487,278 Conversion Shares, (C) an aggregate of 8,301,560 shares of Class A Common Stock issuable upon the exercise of the Conversion Warrants, assuming that the Conversion Warrants are each exercised in full to purchase shares of Class A Common Stock, and (D) 64,328 shares of Class A Common Stock, in each case, held of record by Ghaffarian Enterprises, LLC (“Ghaffarian Enterprises”) and (iv) 67,434 restricted stock units RSUs awarded to Dr.

Kamal Ghaffarian on November 15, 2023, each of which represents a contingent right to receive one share of Class A Common Stock.

The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date.

The RSUs do not expire.

Kamal Ghaffarian may also be deemed to beneficially own (i) 459,762 shares of Class A Common Stock issuable upon conversion of 5,000 shares of Series A Preferred Stock at a conversion price of $5.10 per share purchased by Ghaffarian Enterprises in connection with the Series A Investment which are currently convertible (without giving effect to the 9.9% beneficial ownership blocker described in the form of Certificate of Designation) and (ii) 135,870 shares of Class A Common Stock issuable upon exercise of Preferred Investor Warrants purchased by Ghaffarian Enterprises in connection with the Series A Investment which are currently exercisable (without giving effect to the 9.9% beneficial ownership blocker described in the form of Preferred Investor Warrant).

Kamal Ghaffarian is the sole trustee of a revocable trust, which is the sole member of each of Ghaffarian Enterprises, GM Enterprises, LLC and Intuitive Machines KG Parent, LLC.

As a result, Dr.

Kamal Ghaffarian may be deemed to share beneficial ownership of the securities

reported herein, but disclaims beneficial ownership.

Kamal Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims beneficial ownership.

The principal business office of Dr.

Kamal Ghaffarian is 5937 Sunnyslope Drive,

Naples, FL 34119.

The principal business office of each of Ghaffarian Enterprises, LLC, GM Enterprises, LLC and Intuitive Machines KG

Parent, LLC is 801 Thompson Avenue, Rockville, MD 20852.

(6) Reflects 10,129,804 Intuitive Machines OpCo Common Units

and a corresponding number of shares of Class C Common Stock.

Sallee may be deemed to beneficially own 55,624 Intuitive

Machines OpCo Common Units and a corresponding number of shares of Class B Common Stock issuable upon the exercise of stock options that

vest within 60 days of the Closing Date.

(8) Each Intuitive Machines OpCo Common Unit, when paired with

one share of Class B Common Stock or one share of Class C Common Stock, will be exchangeable, in tandem with the cancellation of the

paired share of Class B Common Stock or share of Class C Common Stock, for one share of Class A Common Stock.

After the expiration of

the Lock-Up Period (as defined the A&R Registration Rights Agreement), holders of Intuitive Machines OpCo Common Units will be permitted

to exchange such Intuitive Machines OpCo Common Units (along with the cancellation of the paired share of Class B Common Stock or share

of Class C Common Stock) for shares of Class A Common Stock on a one-for-one basis pursuant to the A&R Operating Agreement (subject

to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or at the election of Intuitive Machines,

Kamal Ghaffarian is 5937 Sunnyslope Drive, Naples, FL 34119.

The principal business office of each of Ghaffarian Enterprises, GM Enterprises, LLC and Intuitive Machines KG Parent, LLC is 801 Thompson Avenue, Rockville, MD 20852.

(7) Reflects (i) 86,000 RSUs awarded to Timothy Crain on February 7, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in four equal annual installments beginning on April 11, 2024 and do not expire, (ii) 43,000 performance-based RSUs granted to Timothy Crain on February 7, 2024 and the achievement of which was certified by our Board on February 25, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest on April 11, 2024 and do not expire, and (iii) 10,501,457 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class C Common Stock.

Sallee may be deemed to beneficially own 111,249 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class B Common Stock issuable upon the exercise of stock options that vest within 60 days of this prospectus.

(9) Each Intuitive Machines OpCo Common Unit, when paired with one share of Class B Common Stock or one share of Class C Common Stock, will be exchangeable, in tandem with the cancellation of the paired share of Class B Common Stock or share of Class C Common Stock, for one share of Class A Common Stock.

After the expiration of the Lock-Up Period (as defined the A&R Registration Rights Agreement), holders of Intuitive Machines OpCo Common Units will be permitted to exchange such Intuitive Machines OpCo Common Units (along with the cancellation of the paired share of Class B Common Stock or share of Class C Common Stock) for shares of Class A Common Stock on a one-for-one basis pursuant to the A&R Operating Agreement (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or at the election of Intuitive Machines, Inc.

(determined by a majority of the directors of Intuitive Machines, Inc.

who are disinterested with respect to such determination),

cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash

received as a result of such public offering or private sale.

Certain Relationships and Related Transactions,

and Director Independence.

Intuitive Machines OpCo Pre-Business Combination Arrangements

Our Relationship with Axiom Space

Kamal Ghaffarian, our co-founder and chairman,

is a co-founder and current member of management of Axiom Space, Inc.

(“Axiom Space”).

Axiom Space uses our services in the

ordinary course of its space infrastructure development activities.

As such, revenues related to Axiom Space are incurred in the normal

course of business and amounts are settled under normal business terms.

For the fiscal year ended December 31, 2022 and 2021, we

generated $1,558,000 and $851,000 in revenue from transactions with Axiom Space, respectively, primarily related to the provision of engineering

As of December 31, 2022 and December 31, 2021, there were approximately $836,000 and $380,000 of affiliate accounts receivable

related to transactions with Axiom Space, respectively.

Our Relationship with IBX, LLC

Kamal Ghaffarian, the co-founder and executive

chairman, is a co-founder and current member of management of IBX, LLC (“IBX”).

IBX is an innovation and investment firm committed

to advancing the state of humanity and human knowledge.

We rely on IBX for the provision of management and professional services in the day-to-day

operation of our business.

who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale.

(10) Consists of (i) 4,705,883 PIPE Shares and (ii) 18,823,532 shares of Class A Common Stock issued upon the exercise of the Armistice Warrants.

The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”) and may be deemed to be beneficially owned by:

(i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund;

and (ii) Steven Boyd, as the Managing Member of Armistice Capital.

(11) Consists of (i) 83,437 Intuitive Machines OpCo Common Units and a corresponding number of shares of Class B Common Stock issuable upon the exercise of a stock option that vests in three substantially equal annual installments beginning on June 14, 2024, and (ii) 250,000 RSUs awarded to Mr.

McGrath on May 9, 2023, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest in four equal annual installments beginning on April 11, 2024 amd do not expire and (iii) 33,750 performance-based RSUs granted to Peter McGrath on February 7, 2024 and the achievement of which was certified by our Board on February 25, 2024, each of which represents a contingent right to receive one share of Class A Common Stock, such RSUs will vest on April 11, 2024 and do not expire.

Securities Authorized for Issuance Under Equity Compensation Plans

2021 Unit Option Plan

On May 2021, the Intuitive Machines, LLC’s board of directors adopted, and its members approved the 2021 Unit Option Plan (the “2021 Plan”).

Initially, the 2021 Plan allowed the Intuitive Machines, LLC to grant incentive unit options (“Incentive Unit Options”) to purchase Class B unit interests.

Pursuant to the 2021 Plan, up to 6,125,000 shares of Class B units were reserved for issuance, upon exercise of the aforementioned Incentive Unit Options made to employees, directors and consultants.

As a result of the Business Combination discussed in Note 3 - Business Combination and Related Transactions and per the terms of the Second Amended and Restated Intuitive Machines, LLC Operating Agreement, the unexpired and unexercised outstanding Incentive Unit Options at the closing of the Business Combination, whether vested or unvested, were proportionately adjusted using a conversion ratio of 0.5562 (rounded down to the nearest whole number of options).

The exercise price of each option was adjusted accordingly.

Each Incentive Unit Option continues to be subject to the terms and conditions of the 2021 Plan and will be exercisable for Class B common units of Intuitive Machines, LLC (the “Class B Common Units”).

When an option is exercised, the participant will receive Class A Common Stock.

Following the consummation of the Business Combination, no new awards were granted under the 2021 Plan.

Intuitive Machines, Inc.

2023 Long Term Omnibus Incentive Plan (the “2023 Plan”)

The Intuitive Machines, Inc.

2023 Long Term Omnibus Incentive Plan (the “2023 Plan”), which became effective in conjunction with closing of the Business Combination in February 2023, provides for the award to certain directors, officers, employees, consultants and advisors of the Company of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards as well as cash-based awards and dividend equivalents, as determined, and subject to the terms and conditions established, by the Company’s Compensation Committee.

As of December 31, 2023, the Company has issued restricted stock units (“RSUs”) and no other awards have been granted under the 2023 Plan.

Plan Category Number of securities to be issued upon exercise of outstanding restricted stock units and options

(a) Weighted-average exercise price of outstanding restricted stock options and options

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by shareholders:

2021 Plan 1,325,354 $ 3.15 —

2023 Plan (2)

1,826,946 $ — 10,879,865

Equity compensation plans not approved by shareholders — —

Total 3,152,300 10,879,865

(1) Reflects the effects of the Business Combination in which share-based compensation awards of legacy Intuitive Machines, LLC were converted into share-based compensation awards of Intuitive Machines using an exchange ratio of 0.5562.

(2) Column (a) represents shares of common stock that may be issued upon the vesting and settlement of service-based RSUs with no consideration of an exercise price.

Certain Relationships and Related Transactions and Director Independence

Our Relationship with Ghaffarian Enterprises, LLC

On January 10, 2024, Intuitive Machines, LLC (“Intuitive Machines OpCo”), a subsidiary of Intuitive Machines, Inc.

(the “Company”), entered into the Loan Documentation with the Lender.

The Loan Documentation included the Credit Support Guarantees by the Guarantor and documentation by which the Guarantor supported such Credit Support Guarantees with collateral including marketable securities, in each case in favor of the Lender for the benefit of Intuitive Machines OpCo.

On January 28, 2024, the Company, Intuitive Machines OpCo and the Guarantor entered into the Letter Agreement pursuant to which, on January 29, 2024:

(i) the Guarantor contributed $10.0 million to the Company and Intuitive

Machines OpCo for purposes of repaying the Repayment Obligation, in exchange for which (x) the Company issued to the Guarantor the Conversion Shares and the Conversion Warrants and (y) Intuitive Machines OpCo issued to the Guarantor the OpCo Conversion Warrants.

Following the Contribution, the Company contributed $10.0 million to Intuitive Machines OpCo for purposes of repaying the Repayment Obligations, in exchange for which Intuitive Machines OpCo issued to the Company the Conversion Units and the OpCo Mirror Warrants .

Following the OpCo Contribution, Intuitive Machines OpCo caused the Repayment Obligation and all other amounts required to be paid to the Lender in satisfaction of the Credit Line to be repaid in full.

Pursuant to the Letter Agreement, the Guarantor agreed to make the Contribution.

In exchange for the Contribution, (i) Intuitive Machines OpCo agreed to issue to the Guarantor, pursuant to Section 4(a)(2) of the Securities Act, (A) the OpCo Series A Warrant, which OpCo Series A Warrant will only be exercisable if, when and to the extent that the Conversion Series A Warrant is exercised by the holder thereof for shares of Class C Common Stock, with an exercise price per unit equal to $2.57 and an expiration date of January 29, 2029, and (B) OpCo Series B Warrant, which OpCo Series B Warrant will only be exercisable if, when and to the extent that the Conversion Series B Warrant is exercised by the holder thereof for shares of Class C Common Stock, with an exercise price per unit equal to $2.57 and an expiration date of July 29, 2025, and (ii) the Company agreed to issue to the Guarantor, pursuant to Section 4(a)(2) of the Securities Act, (A) the Conversion Shares and (B) (1) the Conversion Series A Warrant, which Conversion Series A Warrant is immediately exercisable and an expiration date of January 29, 2029, and (2) the Conversion Series B Warrant, which Series B Warrant is immediately exercisable and has an expiration date of July 29, 2025.

The Company further agreed that, immediately following the Conversion Transactions, the Company would contribute the OpCo Contribution in exchange for (i) the Conversion Units, (ii) the OpCo Series A Mirror Warrant, which OpCo Series A Mirror Warrant will only be exercisable if, when and to the extent that the Conversion Series A Warrant is exercised by the holder of the Conversion Series A Warrant for shares of Class A Common Stock, with an exercise price per unit equal to $2.57 and an expiration date of January 29, 2029, and (iii) the OpCo Series B Mirror Warrant, which OpCo Series B Mirror Warrant will only be exercisable if, when and to the extent that the Conversion Series B Warrant is exercised by the holder of the Conversion Series B Warrant for shares of Class A Common Stock, with an exercise price per unit equal to $2.57 and an expiration date of July 25, 2025.

Our Relationship with Axiom Space, Inc.

Kamal Ghaffarian, our co-founder and chairman of our Board, is a co-founder and current member of management of Axiom Space, Inc.

Axiom Space uses our services in the ordinary course of its space infrastructure development activities.

As such, revenues related to Axiom are incurred in the normal course of business and amounts are settled under normal business terms.

The Company recognized revenue from Axiom related to engineering services of $153 thousand and $1.6 million for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2022, there was $0.8 million of affiliate accounts receivable which was fully reserved.

During the third quarter of 2023, the affiliate accounts receivable balance was collected and the reserve was reversed.

As of December 31, 2023, there were no affiliate accounts receivable related to Axiom.

Our Relationship with X-energy, LLC

As of December 31, 2023 and 2022, there were zero and $0.1 million, respectively, of affiliate accounts payable related to X-energy, LLC (“X-energy”) expenses.

Expenses related to X-energy are incurred in the normal course of business and amounts are settled under normal business terms.

Our Relationship with IBX, LLC and PTX, LLC

Kamal Ghaffarian, our co-founder and chairman of our Board, is a co-founder and current member of management of IBX, LLC and PTX, LLC (“IBX/PTX”).

IBX/PTX is an innovation and investment firm committed to advancing the state of humanity and human knowledge.

We rely on IBX/PTX for the provision of management and professional services in the day-to-day operation of our business.

These expenses include, among others, fees for the provision of administrative, accounting and legal services.

As such, expenses incurred in relation to IBX are incurred in the normal course of business and amounts are settled under normal business

For year ended December 31, 2022 and 2021, we had $2,125,000 and $366,000 in expenses with IBX, respectively, related to these

management fees.

As of December 31, 2022 and 2021, there were $367,000 and $218,000, respectively, of affiliate accounts payable

related to IBX expenses.

As such, expenses incurred in relation to IBX are incurred in the normal course of business and amounts are settled under normal business terms.

The Company incurred expenses with IBX/PTX of $0.1 million and $2.1 million for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, there was approximately $0.4 million of affiliate accounts payable related to IBX/PTX expenses.

Our Relationship with KBR, Inc.

On November 12, 2020, KBR, Inc.

a U.S.-based firm operating in the science, technology and engineering industries, made an initial investment in one of our operating

subsidiaries, Space Network Solutions, LLC (“Space Network Solutions”), resulting in a 10% ownership by KBR of Space Network

Solutions as of the date of such investment.

(“KBR”), a U.S.-based firm operating in the science, technology and engineering industries, made an initial investment in one of our operating subsidiaries, Space Network Solutions, LLC (“Space Network Solutions”), resulting in a 10% ownership by KBR of Space Network Solutions as of the date of such investment.

As of December 31, 2023, KBR held approximately 10% of the equity of Space Network Solutions.

the ordinary course of business, we regularly provide engineering services to KBR.

For the years ended December 31,

2022, 2021 and 2020, we generated $1,860,000, $1,342,000 and $114,000, respectively, of revenue from KBR related to the provision of such

engineering services to KBR.

As of December 31, 2022 and December 31, 2021, there was $293,000 and $333,000, respectively, of

affiliate accounts receivable related to revenue generated from transactions with KBR.

In the ordinary course of business, we regularly provide engineering services to KBR.

We recognized affiliate revenue from KBR related to engineering services of $3.1 million and $1.9 million for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, there were $0.5 million and $0.3 million, respectively, of affiliate accounts receivable related to KBR revenue.

Our Relationship with ASES

ASES is a joint venture between Aerodyne Industries, LLC and KBR.

Kamal Ghaffarian, our co-founder and the chairman of our Board, is a current member of management at Aerodyne Industries with an ownership interest in Aerodyne Industries.

Revenue related to ASES are incurred in the normal course of business and amounts are settled under normal business terms.

The Company recognized revenue from ASES related to engineering services of $1.1 million for the year ended December 31, 2023.

As of December 31, 2023, there was $0.1 million of affiliate accounts receivable related to ASES revenue.

Our Relationship with Penumbra, LLC

On November, 2019, certain members of our management

team formed Penumbra, LLC as an Isle of Man entity.

The sole purpose of forming Penumbra, LLC was to permit us to obtain required licenses

for its Lunar Data Network line of business to operate in the ordinary course.

As of December 31, 2022, we owed approximately $54,000

to Penumbra, LLC related to the procurement of licenses.

As of December 31, 2022, no member of our management team has received any financial

benefit from its ownership interest in Penumbra, LLC, other than expense reimbursements incurred in the ordinary course.

Employment Arrangement with an Immediate

Family Member of a member of our Board and Chief Executive Officer

Joe Altemus, the son of Stephen Altemus, member

of our Board and Chief Executive Officer, is a Mechanical Systems Engineer at Intuitive Machines.

Altemus’ compensation is based

on reference to external market practice of similar positions or internal pay equity when compared to the compensation paid to employees

in similar positions who were not related to a member of our Board and Chief Executive Officer.

On November, 2019, certain members of our management team formed Penumbra, LLC (“Penumbra”) as an Isle of Man entity.

The sole purpose of forming Penumbra was to permit us to obtain required licenses for its Lunar Data Network line of business to operate in the ordinary course.

The Company incurred expenses with Penumbra related to license fees for the year ended December 31, 2022 of $134 thousand, and incurred no expenses for the year ended December 31, 2023.

As of December 31, 2023, no member of our management team has received any financial benefit from its ownership interest in Penumbra, LLC, other than expense reimbursements incurred in the ordinary course.

This entity has be dissolved.

Employment Arrangement with an Immediate Family Member of a member of the Board and Chief Executive Officer

Joe Altemus, the son of Stephen Altemus, a member of our Board and our Chief Executive Officer, is a Mechanical Systems Engineer at Intuitive Machines.

Altemus’ compensation is based on reference to external market practice of similar positions or internal pay equity when compared to the compensation paid to employees in similar positions who were not related to a member of our Board and our Chief Executive Officer.

Post-Business Combination Arrangements

In connection with the Business Combination Agreement,

certain agreements were entered into.

In connection with the Business Combination Agreement, certain agreements were entered into.

These agreements include:

Tax Receivable Agreement

In connection with the consummation of the Transactions,

we entered into a Tax Receivable Agreement with Intuitive Machines OpCo and certain members of Intuitive Machines OpCo that will provide

for payment to such members of Intuitive Machines OpCo of 85% of the amount of the tax savings, if any, that we realize (or, under certain

circumstances, are deemed to realize) as a result of:

● existing tax basis in certain assets of Intuitive Machines

OpCo and certain of its direct or indirect subsidiaries that are treated as a partnership or disregarded entity for U.S.

applicable state and local, income tax purposes (but excluding any such subsidiary to the extent it is directly or indirectly held by

or through any entity treated as a corporation for U.S.

federal, and applicable state and local, income tax purposes);

● tax basis adjustments resulting from future redemptions or

exchanges of Intuitive Machines OpCo Common Units from the Intuitive Machines Members or certain distributions (or deemed distributions)

by Intuitive Machines OpCo (including any such adjustments resulting from certain payments made under the Tax Receivable Agreement);

● certain tax benefits we realized as a result of certain U.S.

federal income tax allocations of taxable income or gain away from us and to other members of Intuitive Machines OpCo and deductions

or losses to us and away from other members of Intuitive Machines OpCo, in each case, as a result of the consummation of the Transactions;

● tax deductions in respect of portions of certain payments

made by us under the Tax Receivable Agreement.

In connection with the consummation of the Transactions, we entered into a Tax Receivable Agreement with Intuitive Machines OpCo and certain members of Intuitive Machines OpCo provides for payment to such members of Intuitive Machines OpCo of 85% of the amount of the tax savings, if any, that we realize (or, under certain circumstances, is deemed to realize) as a result of:

• existing tax basis in certain assets of Intuitive Machines OpCo and certain of its direct or indirect subsidiaries (including assets that will eventually be subject to depreciation or amortization once placed in service) that is obtained (i) by Intuitive Machines in connection with the Business Combination and (ii) by Intuitive Machines in connection with and is attributable to an Intuitive Machines OpCo Common Unit exchanged or redeemed by an Intuitive Machines Member (“Existing Basis”);

• tax basis adjustments resulting from future redemptions or exchanges of Intuitive Machines OpCo Common Units from the Intuitive Machines Members or certain distributions (or deemed distributions) by Intuitive Machines OpCo and certain payments made under the Tax Receivable Agreement (“Basis Adjustments”);

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

A&R Operating Agreement

We operate our business through Intuitive Machines

OpCo and its subsidiaries.

In connection with the consummation of the Transactions, we amended and restated our limited liability company

agreement by adopting the A&R Operating Agreement.

The A&R Operating Agreement (i) permits the issuance and ownership of the equity

of Intuitive Machines OpCo as contemplated by the Business Combination Agreement following the consummation of the Transactions and (ii)

admits us as the managing member of Intuitive Machines OpCo.

The operations of Intuitive Machines OpCo, and the rights and obligations

of the holders of Intuitive Machines OpCo Common Units, are set forth in the A&R Operating Agreement.

We operate our business through Intuitive Machines OpCo and its subsidiaries.

In connection with the consummation of the Transactions, we amended and restated our limited liability company agreement by adopting the Second Amended and Restated Limited Liability Company Agreement (the “A&R Operating Agreement”).

The A&R Operating Agreement (i) permits the issuance and ownership of the equity of Intuitive Machines OpCo as contemplated by the Business Combination Agreement following the consummation of the Transactions and (ii) admits us as the managing member of Intuitive Machines OpCo.

The operations of Intuitive Machines OpCo, and the rights and obligations of the holders of Intuitive Machines OpCo Common Units, are set forth in the A&R Operating Agreement.

Appointment as Managing Member.

the A&R Operating Agreement, we are a member and the managing member of Intuitive Machines OpCo.

As the managing member, we are able

to control all of the day-to-day business affairs and decision-making of Intuitive Machines OpCo without the approval of any other

member, unless otherwise stated in the A&R Operating Agreement.

As such, we, through our officers and directors, are responsible for

all operational and administrative decisions of Intuitive Machines OpCo and the day-to-day management of Intuitive Machines OpCo’s

business, unless otherwise stated in the A&R Operating Agreement.

Pursuant to the terms of the A&R Operating Agreement, we cannot

be removed as the managing member of Intuitive Machines OpCo by other members.

Under the A&R Operating Agreement, we are a member and the managing member of Intuitive Machines OpCo.

As the managing member, we are able to control all of the day-to-day business affairs and decision-making of Intuitive Machines OpCo without the approval of any other member, unless otherwise stated in the A&R Operating Agreement.

As such, we, through our officers and directors, are responsible for all operational and administrative decisions of Intuitive Machines OpCo and the day-to-day management of Intuitive Machines OpCo’s business, unless otherwise stated in the A&R Operating Agreement.

Pursuant to the terms of the A&R Operating Agreement, we cannot be removed as the managing member of Intuitive Machines OpCo by other members.

Compensation.

are not entitled to compensation for our services as managing member.

We are entitled to reimbursement by Intuitive Machines OpCo for

fees and expenses incurred on behalf of Intuitive Machines OpCo, including all expenses associated with the Transactions and maintaining

its corporate existence.

We are not entitled to compensation for our services as managing member.

We are entitled to reimbursement by Intuitive Machines OpCo for fees and expenses incurred on behalf of Intuitive Machines OpCo, including all expenses associated with the Transactions and maintaining its corporate existence.

Capitalization.

A&R Operating Agreement provides for (i) a single class of Intuitive Machines OpCo Common Units;

(ii) a single class of Series A

Preferred Units;

and (iii) a single class of Unvested Earn Out Units.

All Intuitive Machines OpCo Common Units have identical rights

and privileges in all respects, all Series A Preferred Units shall have identical rights and privileges in all respects and

all Unvested Earn Out Units have identical rights and privileges in all respects.

Each Common Unit entitles the holder to a

pro rata share of the net profits and net losses and distributions of Intuitive Machines OpCo.

The A&R Operating Agreement provides for (i) a single class of Intuitive Machines OpCo Common Units;

(ii) a single class of Series A Preferred Units;

and (iii) a single class of unvested earn out units of Intuitive Machines OpCo (the “Unvested Earn Out Units”).

All Intuitive Machines OpCo Common Units have identical rights and privileges in all respects, all Series A Preferred Units have identical rights and privileges in all respects and all Unvested Earn Out Units have identical rights and privileges in all respects.

Each Common Unit entitles the holder to a pro rata share of the net profits and net losses and distributions of Intuitive Machines OpCo.

Distributions.

A&R Operating Agreement requires “Tax Distributions,” as that term is defined in the A&R Operating Agreement, to be

made by Intuitive Machines OpCo to us and to its “Members,” as that term is defined in the A&R Operating Agreement.

Distributions shall be made quarterly to us and each Member based on their allocable share of the taxable income of Intuitive Machines

OpCo and at a tax rate that will be determined by us.

The tax rate used to determine tax distributions will apply regardless of the actual

final tax liability of any such member.

Tax distributions will also be made only to the extent all distributions from Intuitive Machines

OpCo for the relevant period were otherwise insufficient to enable each member to cover its tax liabilities as calculated in the manner

described above.

The A&R Operating Agreement also allows for distributions to be made by Intuitive Machines OpCo to its members on

a pro rata basis out of “distributable cash,” which is the amount of cash that may be distributed by Intuitive Machines OpCo

to its Members in accordance with existing credit agreements.

The A&R Operating Agreement requires “Tax Distributions,” as that term is defined in the A&R Operating Agreement, to be made by Intuitive Machines OpCo to us and to its “Members,” as that term is defined in the A&R Operating Agreement.

Tax Distributions shall be made quarterly to us and each Member based on their allocable share of the taxable income of Intuitive Machines OpCo and at a tax rate that will be determined by us.

The tax rate used to determine tax distributions will apply regardless of the actual final tax liability of any such member.

Tax distributions will also be made only to the extent all distributions from Intuitive Machines OpCo for the relevant period were otherwise insufficient to enable each member to cover its tax liabilities as calculated in the manner described above.

The A&R Operating Agreement also allows for distributions to be made by Intuitive Machines OpCo to its members on a pro rata basis out of “distributable cash,” which is the amount of cash that may be distributed by Intuitive Machines OpCo to its Members in accordance with existing credit agreements.

LLC Unit redemption right.

A&R Operating Agreement provides a redemption right to the Members (other than us and our subsidiaries) and option holders (in connection

with the exercise of an Intuitive Machines OpCo Option, as such term is defined in the A&R Operating Agreement), which entitles them

to have their Intuitive Machines Opco Common Units redeemed, in whole or in part, at the election of each such person, for newly-issued

shares of Class A Common Stock on a one-to-one basis or, to the extent there is cash available from a contemporaneous public offering

or private sale of Class A Common Stock by us, cash (in each case, subject to the terms and restrictions set forth in the A&R

Operating Agreement).

Alternatively, we may instead authorize a cash payment equal to a volume weighted average market prices of one share

of Class A Common Stock for each unit redeemed (subject to customary adjustments, including for stock splits, stock dividends

and similar events affecting the Class A Common Stock).

If we decide to make a cash payment, the Member has the option to rescind

its redemption request within a specified time period.

Upon the exercise of the redemption right, the redeeming member will surrender

its units for cancellation.

The A&R Operating Agreement requires that we contribute cash or shares of Class A Common Stock

to Intuitive Machines OpCo in exchange for an amount of units that will be issued to us equal to the number of units redeemed from

Intuitive Machines OpCo will then distribute the cash or shares of Class A Common Stock to such Member to complete the

In the event of such election by a Member, we may, at our option, effect a direct exchange of cash or Class A Common

Stock for such units in lieu of such a redemption.

Whether by redemption or exchange, we are obligated to ensure that at all times

the number of Intuitive Machines OpCo Common Units that we own equals the number of shares of Class A Common Stock issued

by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

of Class B Common Stock and Class C Common Stock, as the case may be, will be cancelled on a one-to-one basis if we, at the election

of a Member, redeem or exchange units of such Member pursuant to the terms of the A&R Operating Agreement.

The A&R Operating Agreement provides a redemption right to the Members (other than us and our subsidiaries) and option holders (in connection with the exercise of an Intuitive Machines OpCo Option, as such term is defined in the A&R Operating Agreement), which entitles them to have their Intuitive Machines Opco Common Units redeemed, in whole or in part, at the election of each such person, for newly-issued shares of Class A Common Stock on a one-to-one basis or, to the extent there is cash available from a contemporaneous public offering or private sale of Class A Common Stock by us (in each case, subject to the terms and restrictions set forth in the A&R Operating Agreement).

Alternatively, we may instead authorize a cash payment equal to a volume weighted average market prices of one share of Class A Common Stock for each Intuitive Machines Opco Common Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and similar events affecting the Class A Common Stock).

If we decide to make a cash payment, the Member has the option to rescind its redemption request within a specified time period.

Upon the exercise of the redemption right, the redeeming member will surrender its Intuitive Machines Opco Common Units for cancellation.

The A&R Operating Agreement requires that we contribute cash or shares of Class A Common Stock to Intuitive Machines OpCo in exchange for an amount of Intuitive Machines Opco Common Units that will be issued to us equal to the number of units redeemed from the Member.

Intuitive Machines OpCo will then distribute the cash or shares of Class A Common Stock to such Member to complete the redemption.

In the event of such election by a Member, we may, at our option, effect a direct exchange of cash or Class A Common Stock for such Intuitive Machines Opco Common Units in lieu of such a redemption.

Whether by redemption or exchange, we are obligated to ensure that at all times the number of Intuitive Machines OpCo Common Units that we own equals the number of shares of Class A Common Stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Shares of Class B Common Stock and Class C Common Stock, as the case may be, will be cancelled on a one-to-one basis if we, at the election of a Member, redeem or exchange units of such Member pursuant to the terms of the A&R Operating Agreement.

Issuance of Equity-based Compensation.

may implement equity compensation plans and any actions taken under such equity compensation plans (such as the grant or exercise of options

to acquire shares of Class A Common Stock), whether taken with respect to or by an employee or other service provider of Intuitive

Machines, Intuitive Machines OpCo or its subsidiaries, in a manner determined by us, in accordance with the initial implementation guidelines

attached to the A&R Operating Agreement, which may be amended from time to time.

The Corporation may amend the A&R Operating Agreement

(including the initial implementation guidelines attached thereto) as necessary or advisable in its sole discretion in connection with

the adoption, implementation, modification or termination of an equity compensation plan.

In the event of such an amendment, Intuitive

Machines OpCo will provide notice of such amendment to the Members.

Intuitive Machines OpCo is expressly authorized to issue units (i) in

accordance with the terms of any equity compensation plans or (ii) in an amount equal to the number of shares of Class A Common

Stock issued pursuant to any such equity compensation plans, without any further act, approval or vote of any Member or any other Persons.

We may implement equity compensation plans and any actions taken under such equity compensation plans (such as the grant or exercise of options to acquire shares of Class A Common Stock), whether taken with respect to or by an employee or other service provider of Intuitive Machines, Intuitive Machines OpCo or its subsidiaries, in a manner determined by us, in accordance with the initial implementation guidelines attached to the A&R Operating Agreement, which may be amended from time to time.

The Corporation may amend the A&R Operating Agreement (including the initial implementation guidelines attached thereto) as necessary or advisable in its sole discretion in connection with the adoption, implementation, modification or termination of an equity compensation plan.

In the event of such an amendment, Intuitive Machines OpCo will provide notice of such amendment to the Members.

Intuitive Machines OpCo is expressly authorized to issue units (i) in accordance with the terms of any equity compensation plans or (ii) in an amount equal to the number of shares of Class A Common Stock issued pursuant to any such equity compensation plans, without any further act, approval or vote of any Member or any other persons.

Maintenance of One-to-One Ratios.

Certificate of Incorporation and the A&R Operating Agreement requires that we and Intuitive Machines OpCo, respectively, at all times

maintain (i) a one-to-one ratio between the number of Intuitive Machines OpCo Common Units owned by us, directly or indirectly,

and the number of outstanding shares of Class A Common Stock, (ii) a one-to-one ratio between the number of Intuitive Machines

OpCo Common Units owned by each Member (other than us and our subsidiaries), directly or indirectly, and the aggregate number

of outstanding shares of Class B Common Stock and Class C Common Stock owned by such Member, (iii) a one-to-one ratio between

the number of Series A Preferred Units owned by us, directly or indirectly, and the number of outstanding shares of Series A

Preferred Stock, (iv) a one-to-one ratio between the number of common warrants owned by us, directly or indirectly, and the number

of outstanding common warrants and (v) a one-to-one ratio between the number of preferred investor warrants, owned by us, directly

or indirectly, and the number of outstanding preferred investor warrants.

Our Certificate of Incorporation and the A&R Operating Agreement require that we and Intuitive Machines OpCo, respectively, at all times maintain (i) a one-to-one ratio between the number of Intuitive Machines OpCo Common Units owned by us, directly or indirectly, and the number of outstanding shares of Class A Common Stock, (ii) a one-to-one ratio between the number of Intuitive Machines OpCo Common Units owned by each Member (other than us and our subsidiaries), directly or indirectly, and the aggregate number of outstanding shares of Class B Common Stock and Class C Common Stock owned by such Member, (iii) a one-to-one ratio between the number of Series A Preferred Units owned by us, directly or indirectly, and the number of outstanding shares of Series A Preferred Stock, (iv) a one-to-one ratio between the number of warrants owned by us, directly or indirectly, and the number of outstanding Public Warrants and (v) a one-to-one ratio between the number of Preferred Investor Warrants, owned by us, directly or indirectly, and the number of outstanding Preferred Investor Warrants.

Transfer Restrictions.

A&R Operating Agreement generally does not permit transfers of Intuitive Machines OpCo Common Units, Series A Preferred

Units and Unvested Earn Out Units by Members, subject to limited exceptions.

Any transferee of Intuitive Machines OpCo Common

Units, Series A Preferred Units and Unvested Earn Out Units must execute the A&R Operating Agreement and any other

agreements executed by the holders of Intuitive Machines OpCo Common Units, Series A Preferred Units and Unvested Earn Out Units and

relating to such Intuitive Machines OpCo Common Units, Series A Preferred Units and Unvested Earn Out Units, as applicable,

in the aggregate.

A&R Operating Agreement provides that our decision with the approval of a majority of the equity interests (including, but not limited

to, Intuitive Machines OpCo Common Units, Series A Preferred Units and Unvested Earn Out Units) then outstanding (excluding

all units held directly or indirectly by us) will be required to voluntarily dissolve Intuitive Machines OpCo.

In addition to a voluntary

dissolution, Intuitive Machines OpCo will be dissolved under Section 18-801(4) of the Delaware General Corporate Law (“DGCL”)

because all members withdraw/resign (unless Intuitive Machines OpCo is continued without dissolution pursuant thereto) or pursuant to

Section 18-802 of the DGCL by operation of law, including entry of a decree of judicial dissolution.

The A&R Operating Agreement generally does not permit transfers of Intuitive Machines OpCo Common Units, Series A Preferred Units and Unvested Earn Out Units by Members, subject to limited exceptions.

Any transferee of Intuitive Machines OpCo Common Units, Series A Preferred Units and Unvested Earn Out Units must execute the A&R Operating Agreement and any other agreements executed by the holders of Intuitive Machines OpCo Common Units, Series A Preferred Units and Unvested Earn Out Units and relating to such Intuitive Machines OpCo Common Units, Series A Preferred Units and Unvested Earn Out Units, as applicable, in the aggregate.

The A&R Operating Agreement provides that our decision with the approval of a majority of the equity interests (including, but not limited to, Intuitive Machines OpCo Common Units, Series A Preferred Units and Unvested Earn Out Units) then outstanding (excluding all units held directly or indirectly by us) will be required to voluntarily dissolve Intuitive Machines OpCo.

In addition to a voluntary dissolution, Intuitive Machines OpCo will be dissolved under Section 18-801(4) of the Delaware General Corporate Law (“DGCL”) because all members withdraw/resign (unless Intuitive Machines OpCo is continued without dissolution pursuant thereto) or pursuant to Section 18-802 of the DGCL by operation of law, including entry of a decree of judicial dissolution.

Confidentiality.

Member (other than us) agrees to hold confidential information in confidence and may not disclose or use such information except as otherwise

authorized separately in writing by us.

This obligation excludes information that (i) is, or becomes, generally available to

the public other than as a direct or indirect result of a disclosure by such Member or its affiliates or representatives;

or becomes, available to such Member from a source other than us, Intuitive Machines OpCo or their respective representatives;

approved for release by written authorization of our chief executive officer, chief financial officer or general counsel or any other

officer designated by us;

or (iv) is or becomes independently developed by such Member or its respective representatives without

use of or reference to the confidential information.

Each Member (other than us) agrees to hold confidential information in confidence and may not disclose or use such information except as otherwise authorized separately in writing by us.

This obligation excludes information that (i) is, or becomes, generally available to the public other than as a direct or indirect result of a disclosure by such Member or its affiliates or representatives;

(ii) is, or becomes, available to such Member from a source other than us, Intuitive Machines OpCo or their respective representatives;

(iii) is approved for release by written authorization of our chief executive officer, chief financial officer or general counsel or any other officer designated by us;

or (iv) is or becomes independently developed by such Member or its respective representatives without use of or reference to the confidential information.

Indemnification and Exculpation.

A&R Operating Agreement provides for indemnification for all expenses, liabilities and losses (including attorneys’ fees, judgments,

fines, excise taxes or penalties) reasonably incurred or suffered by reason of the fact that such person is or was a Member or an affiliate

thereof or is or was serving as manager or a director, officer, employee, advisor, attorney, accountant or other agent or representative

of the manager, the Company Representative (as such term is defined in the A&R Operating Agreement), or a director, manager, officer,

employee, advisor, attorney, accountant or other agent or representative of Intuitive Machines OpCo or is or was serving at the request

of Intuitive Machines OpCo as a manager, officer, director, principal, member, employee, advisor, attorney, accountant or other agent

or representative of another person;

provided, however , that no indemnified person shall be indemnified for any expenses,

liabilities and losses suffered that are attributable to such indemnified person’s or its affiliates’ fraud, willful misconduct

or knowing violation of law or for any present or future breaches of any representations, warranties or covenants by such indemnified

person or its affiliates contained in the A&R Operating Agreement or in other agreements with Intuitive Machines OpCo.

A&R Operating Agreement may be amended or modified (including by means of merger, consolidation or other business combination to which

Intuitive Machines OpCo is a party) upon our prior written consent together with the prior written consent of the holders of a majority

of the equity interests (including, but not limited to, Intuitive Machines OpCo Common Units, Series A Preferred Units and Unvested

Earn Out Units) then outstanding (excluding all units held directly or indirectly by us);

provided, that no alteration, modification or

amendment shall be effective until written notice has been provided to the Members.

Notwithstanding the foregoing, no amendment to any

of the terms and conditions of the A&R Operating Agreement that expressly require the approval or action of certain persons may be

made without obtaining the consent of the requisite number or specified percentage of such persons who are entitled to approve or take

action on such matter.

Additionally, no alteration, modification or amendment may be made to any of the terms and conditions of the A&R

Operating Agreement that would (i) reduce the amounts distributable to a Member in a manner that is not pro rata with respect to

all Members, (ii) modify the limited liability of any Member or increase the liabilities of such Member hereunder, (iii) otherwise

materially and adversely affect a holder of units in a manner materially disproportionate to any other holder of units or remove a right

or privilege granted to a Member (other than amendments, modifications and waivers necessary to implement the provisions permitting substitution

or admission of Members) or (iv) alter or change any rights, preferences or privileges of any units in a manner that is different

or prejudicial relative to any other units in the same class of unit or materially and adversely affect the rights of any Member, in each

case without the prior written consent of such Member or holder of units.

The A&R Operating Agreement provides for indemnification for all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by reason of the fact that such person is or was a Member or an affiliate thereof or is or was serving as manager or a director, officer, employee, advisor, attorney, accountant or other agent or representative of the manager, the Company Representative (as such term is defined in the A&R Operating Agreement), or a director, manager, officer, employee, advisor, attorney, accountant or other agent or representative of Intuitive Machines OpCo or is or was serving at the request of Intuitive Machines OpCo as a manager, officer, director, principal, member, employee, advisor, attorney, accountant or other agent or representative of another person;

provided, however , that no indemnified person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such indemnified person’s or its affiliates’ fraud, willful misconduct or knowing violation of law or for any present or future breaches of any representations, warranties or covenants by such indemnified person or its affiliates contained in the A&R Operating Agreement or in other agreements with Intuitive Machines OpCo.

The A&R Operating Agreement may be amended or modified (including by means of merger, consolidation or other business combination to which Intuitive Machines OpCo is a party) upon our prior written consent together with the prior written consent of the holders of a majority of the equity interests (including, but not limited to,

Intuitive Machines OpCo Common Units, Series A Preferred Units and Unvested Earn Out Units) then outstanding (excluding all units held directly or indirectly by us);

provided, that no alteration, modification or amendment shall be effective until written notice has been provided to the Members.

Notwithstanding the foregoing, no amendment to any of the terms and conditions of the A&R Operating Agreement that expressly require the approval or action of certain persons may be made without obtaining the consent of the requisite number or specified percentage of such persons who are entitled to approve or take action on such matter.

Additionally, no alteration, modification or amendment may be made to any of the terms and conditions of the A&R Operating Agreement that would (i) reduce the amounts distributable to a Member in a manner that is not pro rata with respect to all Members, (ii) modify the limited liability of any Member or increase the liabilities of such Member hereunder, (iii) otherwise materially and adversely affect a holder of units in a manner materially disproportionate to any other holder of units or remove a right or privilege granted to a Member (other than amendments, modifications and waivers necessary to implement the provisions permitting substitution or admission of Members) or (iv) alter or change any rights, preferences or privileges of any units in a manner that is different or prejudicial relative to any other units in the same class of unit or materially and adversely affect the rights of any Member, in each case without the prior written consent of such Member or holder of units.

A&R Registration Rights Agreement

In connection with the consummation of the Transactions,

we entered into the A&R Registration Rights Agreement by and among, us, the Sponsor, certain shareholders of Intuitive Machines and

the Series A Investors pursuant to which we granted them and their affiliates the right, under certain circumstances and subject to certain

restrictions, to require us to register under the Securities Act certain securities held by such holders, including registration of the

shares of Class A common stock delivered to the Intuitive Machines Members in exchange for Intuitive Machines OpCo Common Units.

Policies and Procedures

for Related Person Transactions

Board has adopted a written Related Person Transaction Policy, setting forth the policies and procedures for the review and approval or

ratification of related person transactions.

Under the policy, our finance department is primarily responsible for developing and implementing

processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then

determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related

person transactions requiring compliance with the policy.

If our finance department determines that a transaction or relationship is a

related person transaction requiring compliance with the policy, our Chief Financial Officer is required to present to the Audit Committee

all relevant facts and circumstances relating to the related person transaction.

Our Audit Committee must review the relevant facts and

circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained

in arm’s length dealings with an unrelated third party and the extent of the related person’s interest in the transaction,

take into account the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics, and either

approve or disapprove the related person transaction.

If advance Audit Committee approval of a related person transaction requiring the

Audit Committee’s approval is not feasible, then the transaction may be preliminarily entered into by management upon prior approval

of the transaction by the chair of the Audit Committee subject to ratification of the transaction by the Audit Committee at the Audit

Committee’s next regularly scheduled meeting;

provided, that if ratification is not forthcoming, management will make all reasonable

efforts to cancel or annul the transaction.

If a transaction was not initially recognized as a related person, then upon such recognition

the transaction will be presented to the Audit Committee for ratification at the Audit Committee’s next regularly scheduled meeting;

In connection with the consummation of the Transactions, we entered into that certain Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), dated as of February 13, 2023, by and among, us, the Sponsor, certain stockholders of Intuitive Machines and the Series A Investors pursuant to which we granted them and their affiliates the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act certain securities held by such holders, including registration of the shares of Class A Common Stock delivered to the Intuitive Machines Members in exchange for Intuitive Machines OpCo Common Units.

See, Shares Eligible For Future Sale — Registration Rights .

Policies and Procedures for Related Person Transactions

Our Board has adopted a written Related Person Transaction Policy, setting forth the policies and procedures for the review and approval or ratification of related person transactions.

Under the policy, our finance department is primarily responsible for developing and implementing processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the policy.

If our finance department determines that a transaction or relationship is a related person transaction requiring compliance with the policy, our Chief Financial Officer is required to present to the Audit Committee all relevant facts and circumstances relating to the related person transaction.

Our Audit Committee must review the relevant facts and circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related person’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics, and either approve or disapprove the related person transaction.

If advance Audit Committee approval of a related person transaction requiring the Audit Committee’s approval is not feasible, then the transaction may be preliminarily entered into by management upon prior approval of the transaction by the chair of the Audit Committee subject to ratification of the transaction by the Audit Committee at the Audit Committee’s next regularly scheduled meeting;

provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction.

management will update the Audit Committee as to any material changes to any approved or ratified related person transaction and will

provide a status report at least annually of all then current related person transactions.

No director may participate in approval of

a related person transaction for which he or she is a related person.

If a transaction was not initially recognized as a related person, then upon such recognition the transaction will be presented to the Audit Committee for ratification at the Audit Committee’s next regularly scheduled meeting;

provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction.

Our management will update the Audit Committee as to any material changes to any approved or ratified related person transaction and will provide a status report at least annually of all then current related person transactions.

No director may participate in approval of a related person transaction for which he or she is a related person.

Indemnification of Directors and Officers

The By-Laws provide that we are required to indemnify our directors and officers to the fullest extent permitted by the DGCL.

In addition, the Certificate of Incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.

There is no pending litigation or proceeding naming our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Director Independence

The information contained under the heading “Director Independence”

in Part III, Item 10.

“Directors, Executive Officers and Corporate Governance” is incorporated by reference herein.

In addition, the director must not be precluded from qualifying as independent under the per se bars set forth by the Nasdaq rules.

Principal Accountant Fees and Services

The following table summarizes the fees of Marcum LLP, IPAX’s

independent registered public accounting firm prior to the consummation of the Business Combination, billed to us in each of the last

two fiscal years for audit services and billed to us in each of the last two fiscal years for other services:

(in thousands)

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees(4)

The Company’s Audit Committee has selected Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2023.

Grant Thornton has served as the independent registered public accounting firm for the Company since 2021.

The following table represents fees for audit services rendered by Grant Thornton in addition to aggregate fees for audit-related, tax, and all other accounting related fees provided by other professional firms (in thousands):

Year Ended December 31,

Audit fees (1)

Audit fees consist of fees

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by our independent registered public accounting firm in connection with statutory and regulatory filings.

$ 1,080 $ 445

Audit-related fees (2)

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit

or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services

that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(3) Tax Fees.

Tax fees consist of fees billed for professional

services relating to tax compliance, tax planning and tax advice.

All other fees (4)

All other fees consist of fees billed

for all other services.

Audit Committee Pre-Approval Policy and Procedures

IPAX’s audit committee was formed upon the

consummation of its IPO.

As a result, IPAX’s audit committee did not pre-approve all of the foregoing services, although any services

rendered prior to the formation of the audit committee were approved by the IPAX board of directors.

Since the formation of IPAX audit

committee, the audit committee has pre-approved all auditing services and permitted non-audit services to be performed for us by our auditors,

including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which

are approved by the audit committee prior to the completion of the audit).

February 13, 2023, in connection with the closing of the Business Combination, our audit committee dismissed Marcum LLP, IPAX’s

independent registered public accounting firm prior to consummation of the Transactions, as Intuitive Machines’ independent

registered public accounting firm, and approved the engagement of Grant Thornton LLP as Intuitive Machines’ independent registered

public accounting firm for fiscal 2023, effective immediately following the filing of this Annual Report.

Upon the consummation of the Transactions, our

audit committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to

which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved.

The Pre-Approval Policy generally

provides that we will not engage an independent auditor to render any audit, audit-related, tax or permissible non-audit service unless

the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant

to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”).

Total fees $ 3,138 $ 1,713

(1) Audit fees consist of fees for professional services rendered by Grant Thornton in connection with the audit of our annual consolidated financial statements, and quarterly reviews of our interim consolidated financial statements.

Audit fees also include issuance of consents and professional services related to registration statements and comfort letters of which approximately $227 thousand was rendered by Marcum LLP during 2023.

(2) Audit-related fees consist of fees for assurance and related services rendered that are reasonably related to the performance of the audit, review of the consolidated financial statements, or professional services related to registration statements.

(3) Tax fees include fees associated with tax compliance services, including the preparation, review, and filing of certain tax returns, as well as tax consulting services.

(4) All other fees primarily consist of but is not limited to professional services primarily associated with readiness and review of internal control over financial reporting.

Under our charter, the Company’s Audit Committee must review and pre-approve both audit and permitted non-audit services provided by the Company’s independent registered public accounting firm and shall not engage the independent registered public accounting firm to perform any non-audit services prohibited by law or regulation.

Each year, the independent registered public accounting firm’s retention to audit the Company’s financial statements, including the associated fee, is approved by the Audit Committee.

Consistent with the policies and procedures of our written charter, all audit and tax services set forth above for 2023 were pre-approved by our Audit Committee, which concluded that the provision of such services by Grant Thornton were compatible with the maintenance of the firm's independence.

The Audit Committee has delegated to the Chairman of the Audit Committee the authority to evaluate and approve engagements on behalf of the Audit Committee in the event that a need arises for pre-approval between regular Audit Committee meetings.

If the Chairman so approves any such engagements, he will report that approval to the full Audit Committee at the next Audit Committee meeting.

Exhibits and Financial Statement Schedules

(a)(1) Financial Statements.

The following documents are included on pages

F-1 through F-23 attached hereto and are filed as part of this Annual Report on Form 10-K.

Index to Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID# 688 ) F-1

Financial Statements

Balance Sheets F-2

Statements of Operations F-3

Statements of Changes in Shareholders’ Equity F-4

Statements of Cash Flows F-5

Notes to Financial Statements F-6

(a)(2) Financial Statement Schedules.

All financial statement schedules have been omitted

because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.

(a)(3) Exhibits.

The following is a list of exhibits filed, furnished

or incorporated by reference as part of this Annual Report on Form 10-K.

(a) The following documents are filed as part of this report or incorporated by reference:

The index for the consolidated financial statements of Intuitive Machines is listed on page 51 of this Annual Report.

The report of Intuitive Machines, Inc.’s independent registered accounting firm (PCAOB ID:

248) with respect to the above referenced financial statements are included in Item 8 and Item 9A of this Form 10-K.

Their consent appears as Exhibit 23.1 of this Form 10-K.

The exhibits of Intuitive Machines are listed below under Item 15(b);

all exhibits are incorporated herein by reference to a prior filing as indicated, unless noted as filed or furnished with this Annual Report.

Incorporated by Reference

Description of Exhibit

Description of Exhibit Form File No.

Exhibit Filing Date

2.1 Business Combination Agreement, dated as of September 16, 2022, by and between Inflection Point Acquisition Corp.

and Intuitive Machines, LLC

S-4/A 333-267846 4.5 January 20, 2023

3.1 Certificate of Incorporation of Intuitive Machines, Inc.

8-K 001-40823 3.1 February 14, 2023

3.2 By-Laws of Intuitive Machines, Inc.

8-K 001-40823 3.2 February 14, 2023

3.3 Certificate of Designation relating to the 10.0% Series A Cumulative Convertible Preferred Stock

8-K 001-40823 3.3 February 14, 2023

4.1 Warrant Agreement

8-K 001-40823 4.1 September 24, 2021

4.2 Specimen Class A Common Stock Certificate of Intuitive Machines, Inc.

S-4/A 333-267846 4.5 January 20, 2023

4.3 Specimen Warrant Certificate of Intuitive Machines, Inc.

S-4/A 333-267846 4.6 January 20, 2023

4.4 Form of Series A Common Stock Purchase Warrant, dated as of September 5, 2023, issued by Intuitive Machines, Inc.

to the Purchaser

8-K 001-40823 4.1 September 6, 2023

4.5 Form of Series B Common Stock Purchase Warrant, dated as of September 5, 2023, issued by Intuitive Machines, Inc.

to the Purchaser

8-K 001-40823 4.2 September 6, 2023

4.6 Form of Series A Common Stock Purchase Warrant

8-K 001-40823 4.1 January 11, 2024

4.7 Form of Series B Common Stock Purchase Warrant

8-K 001-40823 4.2 January 11, 2024

4.8 Form of Series A Common Unit Purchase Warrant

8-K 001-40823 4.1 January 30, 2024

4.9 Form of Series B Common Unit Purchase Warrant

8-K 001-40823 4.2 January 30, 2024

4.10 Form of Series A Common Stock Purchase Warrant

8-K 001-40823 4.3 January 30, 2024

4.11 Form of Series B Common Stock Purchase Warrant

8-K 001-40823 4.4 January 30, 2024

4.12 Form of Series A Common Unit Purchase Warrant

8-K 001-40823 4.5 January 30, 2024

4.13 Form of Series B Common Unit Purchase Warrant

8-K 001-40823 4.6 January 30, 2024

4.14 Description of Capital Stock

424B3 333-274621 October 3, 2023

10.1+ Intuitive Machines, Inc.

2023 Long Term Omnibus Incentive Plan

S-8 99.1 May 9, 2023

10.2 Tax Receivable Agreement, dated February 13, 2023, by and among Intuitive Machines, Inc., Intuitive Machines, LLC, the TRA Parties and other persons from time to time party thereto

8-K 001-40823 10.1 February 14, 2023

10.3 Second A&R Operating Agreement of Intuitive Machines, LLC, dated February 13, 2023

Form of Indemnification Agreements, dated February 13, 2023, between Intuitive Machines, Inc.

and each of its officers and directors

Sponsor Lock-Up Agreement, dated February 13, 2023, by and among Intuitive Machines, Inc., Inflection Point Holdings LLC and the Securityholders

Intuitive Machines Lock-Up Agreement, dated February 13, 2023, by and among Intuitive Machines, Inc., Inflection Point Holdings LLC and the Securityholders

Amended and Restated Registration Rights Agreement, dated February 13, 2023, by and among Intuitive Machines, Inc.

and each of the shareholders of Intuitive Machines, Inc.

identified on the signature pages thereto

8-K 001-40823 10.2 February 14, 2023

10.4+ Intuitive Machines, Inc.

2023 Long Term Omnibus Incentive Plan

8-K 001-40823 10.7 February 14, 2023

10.5+ Form of Director Restricted Stock Unit Award Agreement

8-K 001-40823 10.2 June 23, 2023

10.6+ Form Restricted Stock Unit Award Agreement (under Intuitive Machines, Inc.

2023 Long Term Omnibus Incentive Plan)

Intuitive Machines, Inc.

Non-Employee Director Compensation Program

Forward Purchase Agreement, dated February 9, 2023, by and among IPAX, Intuitive Machines OpCo, and Polar

Forward Purchase Agreement, dated February 9, 2023, by and among IPAX, Intuitive Machines OpCo, and HGC

Subsidiaries of Intuitive Machines, Inc.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

8-K 001-40823 10.8 February 14, 2023

Incorporated by Reference

Description of Exhibit Form File No.

Exhibit Filing Date

10.7+ Amended and Restated Non-Employee Director Compensation Program

8-K 001-40823 10.1 June 23, 2023

10.8+ Consulting Agreement, dated as of January 26, 2024, by and between Intuitive Machines, Inc.

and Erik Sallee

8-K 001-40823 10.1 February 1, 2024

10.9 Securities Purchase Agreement, dated as of August 30, 2023, by and among Intuitive Machines, Inc.

and the Purchaser named therein

8-K 001-40823 10.1 September 6, 2023

10.10 Registration Rights Agreement, dated as of August 30, 2023, by and among Intuitive Machines, Inc.

and the Purchaser named therein

8-K 001-40823 10.2 September 6, 2023

10.11 Subscription Agreement, dated as of September 6, 2023, by and among Intuitive Machines, Inc.

and Ghaffarian Enterprises, LLC

8-K 001-40823 10.3 September 6, 2023

10.12 Subscription Agreement, dated as of September 6, 2023, by and among Intuitive Machines, Inc.

and Ghaffarian Enterprises, LLC

8-K 001-40823 10.4 September 6, 2023

10.13+ Non-Employee Director Deferral Plan

10.14 Form of Warrant Exercise Agreement, dated January 10, 2024, by and between Intuitive Machines, Inc.

and the Investor

8-K 001-40823 10.1 January 11, 2024

10.15 Credit Agreement, dated as of January 10, 2024, by and between Intuitive Machines, LLC and Pershing LLC

8-K 001-40823 10.1 January 16, 2024

10.16 Letter Agreement, dated as of January 28, 2024, by and among Intuitive Machines, Inc., Intuitive Machines, LLC and Ghaffarian Enterprises, LLC

8-K 001-40823 10.1 January 30, 2024

10.17 Policy for Recovery of Erroneously Awarded Compensation

21.1* List of Subsidiaries

23.1 Consent of Independent Registered Public Accounting Firm

31.1* Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

31.2* Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS

* Filed herewith.

** Furnished herewith.

** Furnished.

+ Indicates management contract or compensatory plan.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) 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.

Intuitive Machines, Inc.

March 30, 2023

/s/ Erik Sallee

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,

this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Stephen Altemus

Chief Executive Officer, President and Director

March 30, 2023

Stephen Altemus

(principal executive officer)

/s/ Erik Sallee

Chief Financial Officer and Secretary

March 30, 2023

(principal financial officer)

March 25, 2024 By:

/s/ Steven Vontur

March 30, 2023

Steven Vontur

(principal accounting officer)

Kamal Ghaffarian

Chairman of the Board of Directors

March 30, 2023

Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name Title Date

/s/ Stephen Altemus Chief Executive Officer, President and Director March 25, 2024

Stephen Altemus (Principal Executive Officer)

/s/ Steven Vontur Interim Chief Financial Officer March 25, 2024

Steven Vontur (Interim Principal Financial Officer)

Kamal Ghaffarian Chairman of the Board of Directors March 25, 2024

Kamal Ghaffarian

/s/ Michael Blitzer

March 30, 2023

/s/ Michael Blitzer Director March 25, 2024

Michael Blitzer

/s/ Lieutenant General William Liquori

March 30, 2023

Lieutenant General William Liquori

/s/ Robert Masson

March 30, 2023

/s/ William Liquori Director March 25, 2024

William Liquori

/s/ Robert Masson Director March 25, 2024

Robert Masson

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

Intuitive Machines, Inc.

(formerly known as Inflection

Point Acquisition Corp.)

Opinion on the Financial Statements

We have audited the accompanying balance sheets of

Intuitive Machines, Inc.

(formerly known as Inflection Point Acquisition Corp.) (the “Company”) as of December 31, 2022 and

2021, the related statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2022 and for the

period from January 27, 2021 (inception) through December 31, 2021 and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2022 and 2021 and the results of its operations and its cash flows for each of the year ended December 31, 2022 and

for the period from January 27, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted

in the United States of America.

Basis for Opinion

These financial

statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks

of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

have served as the Company’s auditor since 2021.

March 30, 2023

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

BALANCE SHEETS

Prepaid expenses

Total current assets

Prepaid expenses – noncurrent portion

Marketable Securities held in Trust Account

$ 334,940,408

$ 330,916,972

Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity

Accrued offering costs and expenses

Due to related party

Working Capital Loan

Total current liabilities

Deferred underwriting fee

Total liabilities

Commitments and Contingencies (Note 6)

Class A ordinary share subject to possible redemption, 31,588,011 shares at redemption value

Shareholders’ Equity:

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

1,386,989 shares issued and outstanding (excluding 31,588,011 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

8,243,750 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

Total Shareholders’ Equity

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity

$ 334,940,408

$ 330,916,972

The accompanying notes are an integral part

of the financial statements.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

STATEMENTS OF OPERATIONS

Year Ended December 31,

For the Period from January 27,

2021 (Inception) through

Formation and operating costs

Loss from operations

( 5,024,198 )

Other income:

Change in fair value of over-allotment

Issuance cost of over-allotment

Interest income

Total other income, net

$ ( 190,408 )

$ ( 315,511 )

Basic and diluted weighted average shares outstanding of Class A ordinary shares

Basic and diluted net loss per share, Class A ordinary shares

Basic and diluted weighted average shares outstanding of Class B ordinary shares

Basic and diluted net loss per share, Class B ordinary shares

The accompanying notes are an integral part

of the financial statements.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE YEAR ENDED DECEMBER 31, 2022 AND

FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION)

THROUGH DECEMBER 31, 2021

Ordinary Shares

Shareholders’

Balance as of January 27, 2021 (inception)

Issuance of Class B ordinary shares to initial shareholders

Sale of 6,845,000 Private Placement Warrants, net of offering costs

Capital contribution for sale of Class B shares to Anchor Investors

Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs

Allocated proceeds to Public Warrants, net of underwriter discount and offering costs

Forfeiture of 381,250 Class B founder shares

Remeasurement of exercised over-allotment option

Remeasurement of Class A ordinary shares subject to redemption

( 36,815,188 )

Balance as of December 31, 2021

$ ( 315,511 )

Remeasurement of Class A ordinary shares subject to possible redemption

( 4,839,588 )

Reduction of deferred underwriting fee

Balance as of December 31, 2022

$ ( 505,919 )

The accompanying notes are an integral part

of the financial statements.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

STATEMENTS OF CASH FLOWS

For the Period from

2021 (Inception) through

Cash Flows from Operating Activities:

$ ( 190,408 )

$ ( 315,511 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Formation cost paid by Sponsor in exchange of issuance of Class B ordinary shares

Operating expense paid by promissory note - related party

Change in fair value of over-allotment

Issuance cost of over-allotment

Interest earned on marketable securities held in trust account

( 4,833,790 )

Changes in operating assets and liabilities:

Prepaid assets

Due to related party

Accrued offering costs and expenses

Net cash used in operating activities

( 1,204,564 )

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 329,750,000 )

Net cash used in investing activities

( 329,750,000 )

Cash Flows from Financing Activities:

Proceeds from issuance of Private Placement Warrants

Proceeds from sale of Units, net of underwriting discount

Payment of promissory note – related party

Proceeds from working capital loan

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash and cash equivalents

Cash and cash equivalents – Beginning

Cash and cash equivalents– Ending

Non-cash investing and financing activities:

Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Offering costs paid by promissory note - related party

Capital contribution for excess fair value of Class B shares sold by the Sponsor to Anchor Investors determined to be offering cost

Deferred underwriting commissions payable charged to additional paid in capital

Remeasurement of Class A ordinary shares subject to possible redemption

Reduction of deferred underwriting fee

Accrued offering costs

The accompanying notes are an integral part

of the financial statements.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

ORGANIZATION, BUSINESS OPERATIONS,

PROPOSED BUSINESS COMBINATION AND GOING CONCERN

Intuitive Machines, Inc.

(f/k/a Inflection Point

Acquisition Corp.) (the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on January

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

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

Business Prior to the Business Combination

All activity for the period from January 27,

2021 (inception) through December 31, 2022 related to the Company’s formation and the initial public offering (the “IPO”)

which is described below, and, subsequent to the IPO, identifying a target company for an Initial Business Combination and consummating

the Business Combination (described below).

The Company generated non-operating income in the form of interest income on cash and

cash equivalents from the proceeds derived from the IPO.

The Company’s sponsor was Inflection Point

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

The registration statement for the Company’s

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

On September 24, 2021, the Company consummated the

IPO of 30,000,000 units at $ 10.00 per unit (the “Units”), which is discussed in Note 3.

Each Unit consisted

of one Class A ordinary share (the “Class A ordinary shares” or “Public Shares”) of the Company, par value $ 0.0001 ,

and one-half of one redeemable warrant (the “Public Warrants”) of the Company, with each whole warrant entitling the holder

to purchase one Class A ordinary share for $ 11.50 per share, subject to adjustment.

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.

Simultaneously with the closing of the IPO, the

Company consummated the private placement (the “Private Placement”) of 6,250,000 warrants (each an “IPO Private

Placement Warrant”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price

of $ 1.00 per IPO Private Placement Warrant, generating gross proceeds to the Company of $ 6,250,000 , which is described in Note 4.

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

in a private placement (the “Over-Allotment Private Placement Warrants” and together with the IPO Private Placement Warrants,

the “Private Placement Warrants”), generating aggregate gross proceeds to the Company of $ 595,000 .

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.

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, (“Kingstown 1740”) 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 Class B ordinary shares, par value $ 0.0001 per share (the “Founder Shares”) to each Anchor Investor,

amounting to an aggregate of 1,625,000 Founder Shares to all Anchor Investors collectively (see Note 6).

The Company estimated

the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $ 9.68 million, or $ 5.96 per

The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin

Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the

Public Warrants were charged to additional paid-in capital;

(2) to the Public Shares subject to redemption were charged to temporary

and (3) to the over-allotment option were charged to expense.

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 excess fair value

of founder shares (see Note 5), and $ 841,938 of other offering costs, with $ 23,439 allocated to the over-allotment option,

$ 24,538,134 allocated to the Class A ordinary shares subject to redemption, and $ 2,096,740 allocated to the Class A ordinary

shares not subject to redemption, the Public Warrants and the Private Placement Warrants.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

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”).

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 Warrants was deposited into the Trust

The proceeds deposited in the Trust Account were invested only in U.S.

government securities, within the meaning set forth in

Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions

under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the

proceeds from the Public Offering and the sale of the Private Placement Warrants were not released from the Trust Account until the earliest

of (i) the completion of an Initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is

unable to complete an Initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii)

the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s

amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to

allow redemption in connection with an Initial Business Combination or to redeem 100 % of its Public Shares if the Company has not consummated

an Initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating

to shareholders’ rights or pre-Initial Business Combination activity.

The proceeds deposited in the Trust Account could become

subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public

shareholders.

The Company’s management had broad discretion

with respect to the specific application of the net proceeds of the Public Offering and the Private Placement Warrants, although substantially

all of the net proceeds are intended to be generally applied toward consummating an Initial Business Combination (less deferred underwriting

commissions).

The Company’s Initial Business Combination must be with one or more operating businesses or assets with a fair

market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held

in trust and taxes payable on the income earned on the Trust Account).

However, the Company will only complete an Initial Business Combination

if the post-transaction company owns or acquires 50% or more of the issued and 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 of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”).

is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company provided holders of Public Shares

(the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of

an Initial Business Combination either (i) in connection with a general meeting called to approve such Initial Business Combination or

(ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of

any Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders

were entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00

per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company

to pay its taxes).

The Company had 24 months from the closing of

the IPO to complete an Initial Business Combination (the “Combination Period”).

However, if the Company was unable to

complete an Initial Business Combination within the Combination Period, the Company would have (i) ceased all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeemed 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 tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the number

of then outstanding Public Shares, which redemption would have 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 the Company’s remaining shareholders and the Company’s board of directors, liquidate

and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for

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

The Business Combination

On September 16, 2022, the Company entered

into a business combination agreement (the “Business Combination Agreement”) with Intuitive Machines, LLC, a Texas limited

liability company (“Intuitive Machines” and, subsequent to the Proposed Business Combination, “Intuitive Machines OpCo”),

pursuant to which, subject to the satisfaction or waiver of certain closing conditions, including the approval of the Business Combination

Agreement and the transactions contemplated thereby by the Company’s shareholders, (1) at the closing of the transactions

contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below), (a)

the Company will acquire equity securities and become the managing member of Intuitive Machines OpCo and (b) the Company will issue voting

equity securities without economic rights to the existing members of Intuitive Machines prior to the Closing (“Intuitive Machines

Members”), resulting in a combined company organized in an umbrella partnership C corporation (“Up-C”) structure, in

which substantially all of the assets and the business of the combined company will be held by Intuitive Machines OpCo;

(2) the Company

will domesticate (the “Domestication”) as a Delaware corporation in accordance with the Delaware General Corporation Law

(“DGCL”), the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the Company’s

amended and restated memorandum and articles of association, (3) Intuitive Machines will change its jurisdiction from Texas to Delaware

(the “Conversion”) and complete a recapitalization (the “Recapitalization”) whereby all outstanding equity securities

of Intuitive Machines will be converted or exchanged into common units, options, and unvested earn out units, as applicable, and (4)

the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated (such transactions,

together with the business combination and the Domestication, Conversion, and Recapitalization, the “Proposed Business Combination”).

In connection with the Proposed Business Combination, the Company will be renamed “Intuitive Machines, Inc.” (“New

Intuitive Machines”).

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

On February 13, 2023, the Company consummated

the Business Combination and related transactions pursuant to that certain Business Combination Agreement, dated September 16, 2022,

as further described in the Current Report on Form 8-K filed by the Company on February 14, 2023.

The Domestication

As a condition to the Business Combination, the

Company changed its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Companies Act and a domestication

under Section 388 of the DGCL, pursuant to which the Company’s jurisdiction of incorporation changed from the Cayman Islands

to the State of Delaware.

Immediately prior to the Domestication, pursuant to the Company’s amended and restated memorandum and

articles of association, each Founder Share converted automatically, on a one-for-one basis, into a Class A ordinary share.

following such conversion, in connection with the Domestication, each of the then issued and outstanding Class A ordinary shares

converted automatically, on a one-for-one basis, into one share of New Intuitive Machines Class A common stock, par value $ 0.0001

per share, each of which carries voting rights of one vote per share (collectively, the “New Intuitive Machines Class A Common

(iii) each whole warrant to purchase one Class A ordinary share (each warrant, a “Company Warrant”) automatically

represents the right to purchase one share of New Intuitive Machines Class A Common Stock on the same terms as the Company Warrants (each

a “New Intuitive Machines Warrant”) and (c) each of the units of the Company outstanding as of immediately prior to the Domestication

was automatically canceled and each holder became entitled to one share of New Intuitive Machines Class A Common Stock and one-half of

one New Intuitive Machines Warrant, per unit.

No fractional New Intuitive Machines Warrants were issued upon such cancellation.

Concurrently with the Domestication and subject

to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval by the Company’s

shareholders, the Company adopted a certificate of incorporation (the “Certificate of Incorporation”) that, among other things,

implemented a revised class structure with the shares of New Intuitive Machines Class A Common Stock having one vote per share and

economic rights, the shares of Class B common stock of New Intuitive Machines, par value $ 0.0001 per share, having one vote per

share and no economic rights (collectively, the “New Intuitive Machines Class B Common Stock”) and the shares of Class C

common stock of New Intuitive Machines, par value $ 0.0001 per share, having three votes per share and no economic rights (collectively,

the “New Intuitive Machines Class C Common Stock” and the New Intuitive Machines Class A Common Stock, the New

Intuitive Machines Class B Common Stock and New Intuitive Machines Class C Common Stock, collectively, the “New Intuitive

Machines Common Stock”).

The Certificate of Incorporation also authorized the issuance of “blank check” preferred stock,

par value $ 0.0001 per share, having such characteristics as the board may, from time to time, provide.

The Company’s board of directors

adopted a Certificate of Designation of Preferences, Rights and Limitations of 10 % Series A Cumulative Convertible Preferred Stock, creating

the Series A Preferred Stock (as defined below).

The Conversion and Recapitalization

In connection with the Business Combination,

Intuitive Machines changed its jurisdiction of organization from Texas to Delaware.

Immediately prior to the Closing, Intuitive Machines

effectuated the Recapitalization whereby all outstanding equity securities of Intuitive Machines were converted into common units of

Intuitive Machines OpCo (“Intuitive Machines OpCo Common Units”), options to purchase Intuitive Machines OpCo Common Units

(“Intuitive Machines OpCo Options”) and unvested earn out units of Intuitive Machines OpCo (“Earn Out Units”).

Consideration and Structure

As a result of the Up-C structure, the business

combination consideration received by Intuitive Machines Members consisted of securities of both Intuitive Machines OpCo having economic

rights but not voting rights and New Intuitive Machines having voting rights but not economic rights equal to a value of approximately

$ 700,000,000 .

In particular, the business combination consideration received by the Intuitive Machines Members comprised of an aggregate

of (a) (i) 68,125,987 Intuitive Machines OpCo Common Units, (ii) 1,874,013 Intuitive Machines OpCo Options and (iii) 10,000,000

Earn Out Units and (b) (i) 278 shares of New Intuitive Machines Class B Common Stock (excluding 1,874,013 shares

of New Intuitive Machines Class B Common Stock reserved for issuance upon exercise of Intuitive Machines OpCo Options) and (ii) 68,125,709 shares

of New Intuitive Machines Class C Common Stock (excluding 10,000,000 shares of New Intuitive Machines Class C Common Stock reserved

for issuance upon vesting of the Earn Out Units).

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

The 10,000,000 Earn Out Units received by the

applicable Intuitive Machines Members are subject to vesting and will be earned, released and delivered upon satisfaction of the following

(i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the

OMES III Contract by NASA (“Triggering Event I”), (ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period,

Triggering Event I occurs and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or

exceeds $15.00 per share (“Triggering Event II-A”), (iii) 7,500,000 Earn Out Units will vest if, within the Earn Out Period,

Triggering Event I has not occurred and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock

equals or exceeds $15.00 per share (“Triggering Event II-B”), and (iv) 2,500,000 Earn Out Units will vest if, within the

Earn Out Period, Triggering Event III occurs the volume weighted average closing sale price of New Intuitive Machines Class A Common

Stock equals or exceeds $17.50 per share (“Triggering Event III”), provided, that Triggering Event II-A and Triggering Event

II-B may not both be achieved.

“Earn Out Period” means (i) with respect to Triggering Event I, the time period beginning

on September 16, 2022 and ending at 11:59 pm ET on December 31, 2023, and (ii) with respect to Triggering Event II-A, Triggering Event

II-B and Triggering Event III, the time period beginning on the date that is 150 days following the date of Closing and ending on the

date that is the five (5) year anniversary of the date of Closing.

If a Change of Control (as defined in the Business Combination Agreement)

occurs during the Earn Out Period that results in the holders of New Intuitive Machines Class A Common Stock receiving a per share price

greater than or equal to $15.00 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, to the

extent not previously triggered, then Triggering Event II-A or Triggering Event II-B will be deemed to have occurred, as applicable,

and the applicable Earn Out Units shall vest.

After the expiration of the applicable lock-up

period, holders of certain Intuitive Machines OpCo Common Units will be permitted to exchange such Intuitive Machines OpCo Common Units

(along with the cancellation of the paired share of New Intuitive Machines Class B Common Stock or share of New Intuitive Machines Class

C Common Stock) for shares of New Intuitive Machines Class A Common Stock on a one-for-one basis pursuant to the second amended and restated

limited liability company agreement of Intuitive Machines OpCo (the “Second A&R Operating Agreement”) (subject to customary

conversion rate adjustments for stock splits, stock dividends and reclassifications) or, at the election of New Intuitive Machines (determined

by a majority of the directors of New Intuitive Machines who are disinterested with respect to such determination), cash from a substantially

concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of

such public offering or private sale.

Upon the vesting of any Earn Out Units, each

of the applicable Intuitive Machines Members will be issued (i) by Intuitive Machines OpCo an equal number of Intuitive Machines OpCo

Common Units and (ii) by New Intuitive Machines an equal number of shares of New Intuitive Machines Class C Common Stock, in exchange

for surrender of the applicable Earn Out Units and the payment to New Intuitive Machines of a per-share price equal to the par value

per share of the New Intuitive Machines Class C Common Stock.

Upon the exercise of any Intuitive Machines OpCo Option, (i) Intuitive

Machines OpCo will issue to the exercising holder such number of Intuitive Machines OpCo Common Units to be received by such exercising

holder as a result of such exercise and (ii) New Intuitive Machines will issue to the exercising holder an equal number of shares of

New Intuitive Machines Class B Common Stock, in exchange for the payment to New Intuitive Machines of a per-share price equal to the

par value per share of the New Intuitive Machines Class B Common Stock.

The Series A Investment

On September 16, 2022, concurrently with the

execution of the Business Combination Agreement, the Company entered into a purchase agreement (the “Series A Purchase Agreement”)

with Kingstown 1740 (an existing security holder of the Company and an affiliate of the Sponsor) and Ghaffarian Enterprises, LLC (an

affiliate of Kamal Ghaffarian, an Intuitive Machines founder) (collectively, the “Series A Investors”), pursuant to which,

and on the terms and subject to the conditions of which, New Intuitive Machines agreed to issue and sell to the Series A Investors (i)

an aggregate of 26,000 shares of 10 % Series A Cumulative Convertible Preferred Stock, par value $ 0.0001 per share (the “Series

A Preferred Stock”) which will be convertible into shares of New Intuitive Machines Class A Common Stock in accordance with the

terms of the Certificate of Designation of Preferences, Rights and Limitations of 10 % Series A Cumulative Convertible Preferred Stock

(the “Certificate of Designation”) to be adopted by the Company’s board of directors following the Domestication but

prior to the Closing and (ii) warrants to purchase 541,667 shares of New Intuitive Machines Class A Common Stock at an initial exercise

price of $ 15.00 per share, subject to adjustment (the “Preferred Investor Warrants”).

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Tax Receivable Agreement

The Business Combination Agreement contemplates

that, at the Closing, New Intuitive Machines will enter into a tax receivable agreement (the “Tax Receivable Agreement”)

with Intuitive Machines OpCo and certain Intuitive Machines Members (the “TRA Holders”).

Pursuant to the Tax Receivable Agreement,

New Intuitive Machines will generally be required to pay the TRA Holders 85 % of the amount of the cash tax savings, if any, in U.S.

state, and local taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that New

Intuitive Machines (and applicable consolidated, unitary, or combined subsidiaries thereof, if any and collectively the “Tax Group”)

realizes, or is deemed to realize, as a result of certain tax attributes (the “Tax Attributes”), including:

● existing tax basis in certain assets of Intuitive Machines OpCo

and certain of its direct or indirect subsidiaries, including assets that will eventually be subject to depreciation or amortization,

once placed in service;

● tax basis adjustments resulting from taxable exchanges of Intuitive

Machines OpCo Common Units (including any such adjustments resulting from certain payments made by New Intuitive Machines under

the Tax Receivable Agreement) acquired by New Intuitive Machines from a TRA Holder pursuant to the terms of the Second A&R Operating

● certain tax benefits realized by New Intuitive Machines as a

result of certain U.S.

federal income tax allocations of taxable income or gain away from New Intuitive Machines and to other members

of Intuitive Machines OpCo and deductions or losses to New Intuitive Machines and away from other members of Intuitive Machines OpCo,

in each case as a result of the Proposed Business Combination;

● tax deductions in respect of portions of certain payments made

under the Tax Receivable Agreement.

Upon the completion of the Business Combination,

New Intuitive Machines became a party to the Tax Receivable Agreement.

Under the terms of the Tax Receivable Agreement, New Intuitive

Machines will make payments to the TRA Holders in respect of 85 % of the cash tax savings resulting from the net tax benefit to New Intuitive

Machines of certain Tax Attributes (calculated using certain assumptions, and subject to the terms of the Tax Receivable Agreement).

However, until a TRA Holder exchanges at least 5 % of its Intuitive Machines OpCo Common Units, New Intuitive Machines will hold such

payments applicable to existing basis until the TRA Holder satisfies such threshold exchange.

Upon the completion of the Business Combination,

no TRA Holder will have exchanged at least 5 % of its Intuitive Machines OpCo Common Units.

The tax impacts of the transaction were estimated

based on the applicable law in effect on June 30, 2022.

Future exchanges will result in incremental tax

attributes and potential cash tax savings for New Intuitive Machines.

Depending on New Intuitive Machines’ assessment on realizability

of such tax attributes, the arising Tax Receivable Agreement liability will be recorded at the exchange date against equity, or at a

later point through income.

However, if all of the TRA Holders were to exchange

or sell us all of their Intuitive Machines OpCo Common Units, New Intuitive Machines would recognize a deferred tax asset of approximately

$ 169.2 million and a liability under the Tax Receivable Agreement of approximately $ 147.2 million, assuming:

(i) all exchanges

or purchases occurred on the same day;

(ii) a price of $ 10 per share;

(iii) a constant corporate tax rate;

New Intuitive Machines will have sufficient taxable income to fully utilize the tax benefits;

and (v) no material changes in tax

These amounts are estimates and have been prepared for illustrative purposes only.

The actual amount of deferred tax assets and

related liabilities that New Intuitive Machines will recognize will differ based on, among other things, the timing of the exchanges,

the price per share of New Intuitive Machines Class A Common Stock at the time of the exchange, and the tax rates then in effect

and certain change of control or early termination events occurring.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

If New Intuitive Machines exercises its right

to terminate the Tax Receivable Agreement or in the case of a change in control of New Intuitive Machines or a material breach of New

Intuitive Machines’ obligations under the Tax Receivable Agreement, all obligations under the Tax Receivable Agreement will be

accelerated and New Intuitive Machines will be required to make a payment to the TRA Holders in an amount equal to the present value

of future payments under the Tax Receivable Agreement.

This payment would be based on certain assumptions, including that New Intuitive

Machines would have sufficient taxable income to fully utilize the benefits arising from the Tax Attributes subject to the Tax Receivable

If New Intuitive Machines were to elect to terminate the Tax Receivable Agreement immediately after the Proposed Business

Combination, assuming the market value of New Intuitive Machines Class A Common Stock is equal to $ 10 per share, the Company currently

estimates that it would be required to pay approximately $ 99.7 million to satisfy its total liability.

Equity Facility

On September 16, 2022, the Company entered

into a common stock purchase agreement (the “Cantor Purchase Agreement”), dated September 16, 2022, with CF Principal Investments

LLC (“CFPI”) relating to an equity facility under which shares of newly issued New Intuitive Machines Class A Common Stock

may be sold to CFPI by New Intuitive Machines.

Pursuant to the terms of the Cantor Purchase Agreement, New Intuitive Machines will have

the right, but not the obligation, from time to time at its sole discretion, until the first day of the month following the 18-month period

from and after the Commencement (as defined in the Cantor Purchase Agreement), to direct CFPI to purchase up to the lesser of (i) $ 50 million

of newly issued New Intuitive Machines Class A Common Stock and (ii) the Exchange Cap, by delivering written notice to CFPI

prior to the commencement of trading on any trading day, subject to certain customary conditions and limitations set forth in the

Cantor Purchase Agreement.

In connection with the execution of the Cantor Purchase Agreement, the Company agreed to issue 100,000 shares

(the “Commitment Shares”) of New Intuitive Machines Class A Common Stock to CFPI.

The Company entered into a registration

rights agreement with CFPI, pursuant to which it agreed to register for resale, pursuant to Rule 415 under the Securities Act, the shares

of New Intuitive Machines Class A Common Stock that are sold to CFPI under the equity facility and the Commitment Shares.

Sponsor Support Agreement

Concurrently with the execution and delivery

of the Business Combination Agreement, the Sponsor, the Company and Intuitive Machines entered into the Sponsor Support Agreement pursuant

to which the Sponsor agreed to, among other things, vote and approve the Business Combination Agreement and all other documents and transaction

contemplated thereby, and to waive, subject to the consummation of the Proposed Business Combination, any and all anti-dilution rights

with respect to the rate that the Founder Shares convert into Class A ordinary shares in connection with the transactions contemplated

by the Business Combination Agreement, in each case, subject to the terms and conditions of the Sponsor Support Agreement.

In connection

with the Sponsor Support Agreement, the Company provided the Sponsor with indemnification against certain claims brought against the

Sponsor for a period of six years following the Closing.

Non-Redemption Agreement

Concurrently with the execution of the Business

Combination Agreement, the Company and Intuitive Machines entered into a non-redemption agreement (the “Non-Redemption Agreement”)

with Kingstown 1740, an affiliate of the Sponsor, pursuant to which Kingstown 1740 agreed not to redeem the 2,900,000 Class A ordinary

shares held by it.

For additional information regarding the Business

Combination, see the Company’s Form 8-K/A, dated February 13, 2023 and filed with the SEC on February 15, 2023.

Liquidity and Capital Resources

As of December 31, 2022, the Company had $ 14,932

in its operating bank account, and working capital deficiency $ 4,082,477 .

On September 30, 2021, the Sponsor agreed to provide the Company

with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate

of $ 250,000 .

On March 8, 2022, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company

to fund the Company’s working capital requirements up to an aggregate of $ 500,000 .

On August 4, 2022, the Sponsor agreed to loan

the Company up to $ 1,000,000 to be used for ongoing expenses reasonably related to the business of the Company and the consummation of

an Initial Business Combination pursuant to a convertible promissory note (the “Working Capital Note”).

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

All unpaid principal under the Working Capital

Note shall be due and payable in full on the earlier of (i) September 24, 2023 and (ii) the effective date of an Initial Business Combination,

involving the Company and one or more businesses (such earlier date, the “Maturity Date”), unless accelerated upon the occurrence

of an event of default as set forth in the Working Capital Note.

The Sponsor will have the option, at any time on or prior to the Maturity

Date, to convert up to $1,000,000 outstanding under the Working Capital Note into warrants to purchase Class A ordinary shares at a conversion

price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share,

subject to the same adjustments applicable to the Private Placement Warrants.

As of December 31, 2022, there was $625,000 outstanding

under the Working Capital Note.

Until the consummation of the Business Combination,

the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on

prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their

representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating

and completing a Business Combination.

Upon the close of the Business Combination, Initiative

Machines received approximately $ 34 million of gross proceeds to fund operations.

We believe that the cash available from the consummation

of the Business Combination and related transactions will be sufficient to fund the short-term liquidity needs and the execution of the

business plan through at least the twelve month-period from the date of the Business Combination.

Prior to the Closing of the Business Combination,

holders of 27,481,818 shares of IPAX Class A Ordinary Shares exercised their right to redeem such shares for cash at a price of approximately

$ 10.18 per share for aggregate payments of $ 279,884,314 .

We may need to raise additional capital to fund our operations and our business

There can be no assurance that we will be successful in obtaining capital sufficient to meet our operating needs on terms or a

timeframe acceptable to us or at all.

Further, in the event that market conditions preclude our ability to consummate such a transaction,

we may be required to evaluate additional alternatives in restructuring our business and our capital structure.

Risks and Uncertainties

Management is currently evaluating the impact

of the COVID-19 pandemic and Russian-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus

and the war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target

company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying financial statements are presented

in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the

rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public

accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and stockholder approval of any golden parachute payments not previously approved.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make

comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in

conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during

the reporting period.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

Such estimates may be subject to change as more current information becomes available

and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents

as of December 31, 2022 and 2021.

Marketable Securities Held in Trust Account

At December 31, 2022 and 2021, all of the assets

held in the Trust Account were held in money market funds which invest in U.S.

Treasury securities.

The Company’s investments held

in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the

end of each reporting period.

Gains and losses resulting from the change in fair value of these investments are included in interest

earned on marketable securities held in Trust Account in the accompanying statement of operations.

The estimated fair values of investments

held in the Trust Account are determined using available market information.

Concentration of credit risk

Financial instruments that potentially subject

the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal

depository insurance coverage of $ 250,000 .

The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying

amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

See Note 8 for further discussion of

the fair values of the Company’s assets and liabilities.

Derivative Financial Instruments

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic

815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued

at each reporting date, with changes in the fair value reported in the statements of operations.

Derivative assets and liabilities are

classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument

could be required within 12 months of the balance sheet date.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital

at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are

required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated

fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

The Company has analyzed

the Public Warrants and Private Placement Warrants and determined they meet all of the requirements for equity classification under ASC

815 (see Notes 3 and 4).

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Net Loss Per Ordinary Share

We comply with accounting and disclosure requirements

of ASC Topic 260, “Earnings Per Share.” Our statements of operations includes a presentation of loss per share for ordinary

shares subject to possible redemption in a manner similar to the two-class method of loss per share.

The remeasurement associated with

the redeemable Class A ordinary shares is excluded from net loss per ordinary share as the redemption value approximates fair value.

Company has two classes of shares, Class A ordinary shares and Class B ordinary shares.

Earnings and losses are shared pro rata between

the two classes of shares.

The Company has not considered the effect of the warrants sold in the IPO, the Over-Allotment, the Private

Placement and the Over-Allotment Private Placement to purchase an aggregate of 23,332,500 of the Company’s Class A

ordinary shares in the calculation of diluted loss per share, since their exercise is contingent upon the future consummation of

an Initial Business Combination which cannot be assured.

As a result, diluted net loss per ordinary share is the same as basic net loss

per ordinary share for the periods.

The table below presents a reconciliation of the numerator and denominator used to compute basic

and diluted net loss per share for each class of ordinary shares.

For the year ended

For the period from

January 27, 2021

(inception) through

December 31, 2021

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

$ ( 152,326 )

$ ( 174,998 )

$ ( 140,513 )

Basic and diluted weighted-average shares outstanding

Basic and diluted net income (loss) per share

Offering Costs associated with the Public Offering

The Company complies with the requirements of

the ASC 340-10-S99-1.

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO

that were directly related to the Public Offering.

Offering costs associated with the Public Offering 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 (see Note 5), and $ 841,938 of other offering costs, with $ 23,439 allocated to the over-allotment option,

$ 24,538,134 allocated to the Class A ordinary shares subject to redemption, and $ 2,096,740 allocated to the Class A ordinary

shares not subject to redemption, the Public Warrants and the Private Placement Warrants .

Ordinary Shares Subject to Possible Redemption

31,588,011 Class A ordinary shares sold

as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection

with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with an Initial Business Combination

and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association.

In accordance

with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions

not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

The Class A ordinary shares are subject to SEC

and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

If it is probable that the

equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period

from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest

redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount

of the instrument to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption value

immediately as they occur.

Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value

to redemption amount value.

The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Related Party Redemption Waiver Agreement

In September 2021, the Company entered into a

redemption waiver agreement with one of its Anchor Investors, Kingstown 1740, whereby Kingstown 1740 agreed to waive its redemption rights

on 1,386,989 Class A ordinary shares (the “Non-Redemption Shares”) it held, and these ordinary shares are classified

as shareholders’ equity.

As of December 31, 2022 and 2021, the Class A

ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

Gross proceeds from IPO and partial exercise of over-allotment option

$ 329,750,000

proceeds from shares not subject to redemption

( 13,869,890 )

Proceeds allocated to public warrants

( 11,995,753 )

Over-allotment liability

Ordinary share issuance costs

( 24,538,134 )

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to redemption, December 31, 2021

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to redemption, December 31, 2022

$ 320,719,698

Under ASC 740, “ Income Taxes ,”

deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the

financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period of the enactment date.

Valuation allowances are established when it is more likely than not that some or all of the deferred tax

assets will not be realized.

ASC 740 prescribes a recognition threshold and

a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued

for the payment of interest and penalties at December 31, 2022 and 2021.

The Company is currently not aware of any issues under review

that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income

by the Government of the Cayman Islands.

In accordance with federal income tax regulations, income taxes are not levied on the Company,

but rather on the individual owners.

United States (“U.S.”) taxation would occur on the individual owners if certain tax

elections are made by U.S.

owners and the Company were treated as a passive foreign investment company.

Additionally, U.S.

taxation could

occur to the Company itself if the Company is engaged in a U.S.

trade or business.

The Company is not expected to be treated as engaged

trade or business at this time.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other

Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)

to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial

conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining

to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible

debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings

per share guidance, including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective

for fiscal years beginning after December 15, 2023 for emerging growth companies and should be applied on a full or modified retrospective

basis, with early adoption permitted beginning on January 1, 2021.

The Company is currently assessing the impact, if any, that ASU 2020-06

would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

PUBLIC OFFERING

On September 24, 2021, the Company sold 30,000,000 Units,

at a purchase price of $ 10.00 per Unit in its IPO.

Each Unit consists of one Class A ordinary share and one-half of one

redeemable Public Warrant.

Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of

$ 11.50 per share, subject to adjustment).

Each Public Warrant will become exercisable 30 days after the completion of an Initial

Business Combination and will expire five years after the completion of an Initial Business Combination, or earlier upon redemption or

One of the Anchor Investors, Kingstown 1740,

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

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.

On October 29, 2021, the underwriters

partially exercised the over-allotment option and purchased an additional 2,975,000 Units, generating aggregate gross proceeds

of $ 29,750,000 , and forfeited their option to purchase the remaining 1,525,000 Units.

The Company provided a discount to the underwriters

at the closing of the IPO of $ 4,000,000 , and an additional discount of $ 595,000 upon the closing of the Over-Allotment.

Additionally,

the underwriting agreement states that the Company will pay Citigroup Global Markets Inc.

(“Citi”) a deferred discount of

$ 0.35 per Unit sold in the Public Offering including pursuant to the Over-Allotment, or an aggregate of $ 11,541,250 (see Note 6), upon

the Company’s completion of an Initial Business Combination, which would be payable from the amounts held in the Trust Account solely

in the event we complete an Initial Business Combination, subject to the terms of the underwriting agreement.

On November 27, 2022, in

connection with the proposed Business Combination, Citi agreed to waive its entitlement to the deferred underwriting commission of $ 11,541,250

to which it became entitled upon completion of the Company’s Initial Public Offering, subject to the completion of an Initial Business

Accordingly, as of December 31, 2022 and 2021, fees of $ 0 and $ 11,541,250 (see Note 6) were

recorded as deferred and payable upon the Company’s completion of an Initial Business Combination, respectively.

Warrants — As of

December 31, 2022 and 2021, there were 16,487,500 Public Warrants and 6,845,000 Private Placement Warrants outstanding.

The Company evaluated the terms of the warrants and determined the warrants meet the criteria in ASC 815, “Derivatives and Hedging”,

to be classified in shareholders equity upon issuance.

Each whole warrant will entitle the holder to purchase one Class A ordinary

share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

The warrants will become exercisable 30 days

after the completion of the Company’s Initial Business Combination, and will expire five years after the completion of the Company’s

Initial Business Combination at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Private Placement Warrants are identical

to the Public Warrants included in the Units sold in the IPO except that the Private Placement Warrants may not (including the Class

A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned

or sold by the holders until 30 days after the completion of the Company’s Initial Business Combination.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts

to file with the SEC a post-effective amendment to the registration statement for the Public Offering or a new registration statement

covering the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants.

will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and

a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth

(60 th ) business day after the closing of the Initial Business Combination, warrant holders may, until such time as there is

an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement,

exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding

the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such

that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at

its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section

3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration

statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable

blue sky laws to the extent an exemption is not available.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Redemption of Warrants When the Price per Class A Ordinary Share

Equals or Exceeds $18.00

Once the warrants become exercisable, the Company

may redeem the outstanding warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share

(as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

a 30-trading day period ending three business days before it sends the notice of redemption to the warrant holders.

Additionally, if the number of outstanding Class

A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub-division of ordinary shares

or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class

A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares.

A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at

a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product

of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold

in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price

per Class A ordinary share paid in such rights offering and (y) the fair market value.

For these purposes (i) if the rights offering

is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary

shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise

or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten

(10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable

exchange or in the applicable market, regular way, without the right to receive such rights.

(i) the Company issues additional

Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business

Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective

issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates,

without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly

Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds

(including from such issuances and the Public Offering), and interest thereon, available for the funding of the Initial Business Combination

on the date of the consummation of the Initial Business Combination (net of redemptions) and (z) the volume weighted average trading

price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company

consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise

price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued

Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the

Market Value and the Newly Issued Price.

PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the

Company’s Sponsor purchased an aggregate of 6,250,000 IPO Private Placement Warrants at a price of $ 1.00 per IPO

Private Placement Warrant, for an aggregate purchase price of $ 6,250,000 .

On October 29, 2021, simultaneously with the closing of the

Over-Allotment, the Sponsor purchased an additional 595,000 Over-Allotment Private Placement Warrants at a price of $ 1.00 per

Over-Allotment Private Placement Warrant, generating aggregate gross proceeds of $ 595,000 .

The Private Placement Warrants are identical

to the Public Warrants included in the Units sold in the Public Offering except that the Private Placement Warrants may not (including

the Class A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred,

assigned or sold by the holders until 30 days after the completion of the Company’s Initial Business Combination.

If the Company

does not complete the Initial Business Combination within 24 months from the closing of the IPO, the Private Placement Warrants will

expire worthless.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

RELATED PARTY TRANSACTIONS

Founder Shares

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 Founder

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.

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.

The Sponsor and the Company’s officers

and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon

conversion thereof until the earlier to occur of:

(i) one year after the completion of the Initial Business Combination, or (ii) the

date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the Initial Business Combination

that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities

or other property;

except to certain permitted transferees and under certain circumstances (the “lock-up”).

Notwithstanding

the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for

share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after the Initial Business Combination or (2) if the Company consummates a transaction

after the Initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for

cash, securities or other property, the Founder Shares will be released from the lock-up.

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 an aggregate of 1,625,000 Founder Shares to the Anchor Investors collectively.

The Company estimated the aggregate

fair value of these Founder Shares attributable to Anchor Investors to be approximately $ 9.68 million, or $ 5.96 per share.

The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin

Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the

Public Warrants were charged to additional paid-in capital;

(2) to the Public Shares subject to redemption were charged to temporary

and (3) to the over-allotment liability were charged to expense.

At the Closing of the Proposed Business Combination,

New Intuitive Machines will enter into a lock-up agreement superseding the lock-up imposed at IPO, pursuant to which the Sponsor and

its permitted assigns will agree not to, without the prior written consent of the New Intuitive Machines board of directors, prior to

the date that is six months after the date of the Closing, (i) sell, pledge, grant any option to purchase or otherwise dispose

of (a) any shares of New Intuitive Machines Class A Common Stock the Sponsor received upon conversion of its Founder Shares

in connection with the Domestication (the “Sponsor Lock-Up Shares”), (ii) enter into any swap or other transfer

arrangement in respect of the Sponsor Lock-Up Shares or (iii) take any other similar actions (the actions specified in the

foregoing clauses (i) through (iii), collectively, “Transfer”).

The Sponsor also will agree to not Transfer any New

Intuitive Machines Warrants received upon conversion of its Private Placement Warrants in connection with the Domestication (or the shares

of New Intuitive Machines Class A Common Stock issuable upon exercise of such warrants), prior to the date that is 30 days

after the date of the Closing.

The lock-up agreement will provides for certain permitted transfers, including but not limited to,

transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Proposed

Business Combination, subject to certain conditions, or the exercise of certain stock options and warrants.

Redemption Waiver Agreement

In September 2021, the Company entered into a

redemption waiver agreement with one of its Anchor Investors, Kingstown 1740, whereby Kingstown 1740 agreed to waive its redemption rights

on the Non-Redemption Shares, which are 1,386,989 Class A ordinary shares, and these ordinary shares are classified as

shareholders’ equity.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Promissory Note—Related Party

On February 2, 2021, the Sponsor agreed to loan

the Company up to $ 300,000 to be used for a portion of the expenses of the IPO.

These loans were non-interest bearing, unsecured

and were due at the earlier of December 31, 2021 or the closing of the IPO.

As of September 24, 2021, the Company had borrowed $ 188,805 under

the promissory note, which was fully repaid by September 30, 2021.

On September 30, 2021, the Sponsor agreed to provide the Company with

loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of

$ 250,000 , and no amounts have been drawn upon this loan commitment.

Working Capital Loans

In order to finance transaction costs in connection

with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors

may, but, except as set forth above, are not obligated to, make Working Capital Loans to the Company as may be required on a non-interest

Up to an aggregate of $1,500,000 outstanding under the Working Capital Loans may be convertible into warrants to purchase

Class A ordinary shares at a conversion price of $1.00 per warrant at the option of the lender, with each warrant entitling the holder

to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement

If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans, unless they are

converted into warrants.

In the event that an Initial Business Combination does not close, the Company may use a portion of the working

capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay

the Working Capital Loans.

On August 4, 2022, the Sponsor agreed to loan

the Company up to $ 1,000,000 to be used for ongoing expenses reasonably related to the business of the Company and the consummation of

an Initial Business Combination pursuant to the Working Capital Note.

The Working Capital Note is non-interest bearing and all unpaid

principal under the Working Capital Note shall be due and payable in full on the Maturity Date, unless accelerated upon the occurrence

of an event of default as set forth in the Working Capital Note.

The Sponsor will have the option, at any time on or prior to the Maturity

Date, to convert up to $1,000,000 outstanding under the Working Capital Note into warrants to purchase Class A ordinary shares at a conversion

price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share,

subject to the same adjustments applicable to the Private Placement Warrants.

The conversion feature was analyzed under ASC 470-20, “Debt

with Conversion or Other Options”, and the Working Capital Note did not include any premium or discounts.

The conversion option

did not include elements that would require bifurcation under ASC 815-40, “Derivatives and Hedging.”

At December 31, 2022 and 2021, $ 625,000 and $ 0 ,

respectively, were outstanding under Working Capital Note.

Administrative Service Fee

On September 21, 2021, the Company entered into

an Administrative Services Agreement with Kingstown Capital Management L.P., an affiliate of the Sponsor, pursuant to which it pays a

total of $ 15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the

Company’s management team.

Upon completion of an Initial Business Combination or a liquidation, the Company will cease paying these

monthly fees.

For the year ended December 31, 2022, the Company incurred and paid $ 180,000 of administrative service fees under

the agreement.

For the period from January 27, 2021 (date of inception) through December 31, 2021, the Company incurred and paid $ 48,000

of administrative service fees under the agreement.

Professional Service Agreement

The Company reimburses its Sponsor for services

provided by one of the Sponsor’s employees who serve as the Company’s Chief of Staff (“COS”).

The COS receives

$ 12,500 per month for services rendered, commencing September 25, 2021, through the closing of an Initial Business Combination.

For the year ended December 31, 2022, the Company incurred and paid $ 150,000 of compensation for services provided.

For the period

from January 27, 2021 (date of inception) through December 31, 2021, the Company incurred and paid $ 40,000 of compensation for services

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Related Party Consulting Fees

For the year ended December 31, 2022, the

Company has incurred and paid $ 41,667 of fees to an affiliate of the Sponsor for consulting services related to the business

For the period from January 27, 2021 (date of inception) through December 31, 2021, the Company incurred and paid $ 0 to

an affiliate of the Sponsor for consulting services related to the business combination.

These fees are reflected as formation and

operational costs on the statements of operations.

Reimbursable Expenses to Related Party

The Company reimburses the Sponsor for certain

expenses paid by the Sponsor on behalf of the Company to consummate a business combination.

For the year ended December 31, 2022 and

for the period from January 27, 2021 (inception) through December 31, 2021, the Company incurred $ 189,980 and $ 63,678 of reimbursable

expenses and are included in formation and operating costs in the accompanying statements of operations, respectively.

As of December

31, 2022 and 2021, there was $ 112,448 and $ 1,032 of reimbursable expenses included in due to related party on the accompanying balance

sheets, respectively.

Forward Purchase Agreement

On September 21, 2021, the Company entered into

a forward purchase agreement (“FPA”) pursuant to which certain affiliates of the Sponsor (“Kingstown”) agreed

to purchase up to 5,000,000 forward purchase Class A ordinary shares (“Forward Purchase Shares”), for $ 10.00 per

share, or an aggregate amount of up to $ 50,000,000 , in a private placement that will close concurrently with the closing of an Initial

Business Combination, subject to approval by the Kingstown investment committee.

The proceeds from the sale of these Forward Purchase

Shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares)

and any other equity or debt financing obtained by the Company in connection with an Initial Business Combination, will be used to satisfy

the cash requirements of an Initial Business Combination, including funding the purchase price and paying expenses and retaining specified

amounts to be used by the post-Initial Business Combination company for working capital or other purposes.

To the extent that the amounts

available from the Trust Account and other financing are sufficient for such cash requirements, Kingstown may purchase less than 5,000,000 Forward

Purchase Shares.

In addition, Kingstown’s commitment under the FPA will be subject to approval of its investment committee prior

to the closing of an Initial Business Combination.

Accordingly, if Kingstown’s investment committee does not give its approval,

Kingstown will not be obligated to purchase the Forward Purchase Shares.

Further, the Company has the right, in its sole discretion,

to reduce the amount of Forward Purchase Shares that Kingstown may purchase pursuant to the FPA.

Pursuant to the terms of the FPA, Kingstown

will have the option to assign its commitment to one of its affiliates.

The Forward Purchase Shares will be identical to the Class A

ordinary shares included in the Units sold in the Public Offering, except that they will be subject to transfer restrictions and registration

The Company evaluated the FPA under ASC 480 and

ASC 815-40 to determine the appropriate accounting treatment.

The FPA does not meet the criteria to be classified as a liability under

In addition, there is no net cash settlement feature and settlement will be in gross physical delivery of Class A ordinary shares;

therefore, the FPA should be classified as equity.

However, as the issuance of Forward Purchase Shares is contingent on several factors,

including the consummation of an Initial, approval by the Kingstown board of directors, and the Company’s discretion, the Company

will record the FPA when it becomes probable that the triggering events will occur.

On November 30, 2022, the FPA was terminated.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the (i) Founder Shares, which

were issued in a private placement prior to the closing of the IPO, (ii) Forward Purchase Shares, (iii) Private Placement Warrants

which were issued in private placements simultaneously with the closing of the IPO and the Over-Allotment and the Class A ordinary

shares underlying such Private Placement Warrants and (iv) warrants that may be issued upon conversion of Working Capital Loans

and the Class A ordinary shares underlying such warrants will have registration rights to require the Company to register a sale

of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation

of an Initial Business Combination pursuant to a registration rights agreement entered into in connection with the IPO.

to the registration rights agreement and assuming $1,500,000 of Working Capital Loans are converted into additional warrants, the Company

will be obligated to register up to 21,588,750 Class A ordinary shares and 8,345,000 warrants.

The number of Class A ordinary

shares includes (i) 8,243,750 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Forward

Purchase Shares, (iii) 6,845,000 Class A ordinary shares underlying the Private Placement Warrants and (iv) 1,500,000 Class A

ordinary shares underlying the warrants issuable upon conversion of Working Capital Loans.

The number of warrants includes 6,845,000

Private Placement Warrants and 1,500,000 additional warrants issuable upon the conversion of Working Capital Loans.

of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to the Company’s completion of an Initial Business Combination.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

The Company evaluated the registration rights agreement in accordance with the guidance

in ASC 825-20 “Registration Payment Arrangements,” ASC 470-20 “Debt with Conversion and Other Options,” and ASC

450 “Contingencies.” The registration rights agreement does not contain liquidating damages, penalty payment, or other cash

settlement provisions resulting from delays in registering the Company’s securities.

As such, there are no accounting implications

that arise due to the registration rights.

At the Closing, the Company, the Sponsor and

certain securityholders of Intuitive Machines entered into an amended and restated registration rights agreement (the “A&R

Registration Rights Agreement”), pursuant to which, among other things, the Sponsor and such securityholders were granted certain

customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Intuitive Machines

that they will hold following the Business Combination.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Underwriting Agreement

The Company granted the underwriters 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 September 24, 2021, the Company paid a cash

underwriting discount of 2.0 % per Unit, or $ 4,000,000 , excluding the proceeds from the purchase of an aggregate of 10,000,000 Units

by certain of our anchor investors.

The Company paid an underwriting fee at the closing of the Over-Allotment of $ 595,000 .

The underwriting agreement states that Citi will

be entitled to a deferred underwriting discount of 3.5 % of the gross proceeds of the Public Offering, or $ 11,541,250 , held in the

Trust Account upon the completion of an Initial Business Combination, which would be payable from the amounts held in the Trust Account

solely in the event that we complete an Initial Business Combination, subject to the terms of the underwriting agreement.

On November 27, 2022, in connection with the

proposed Business Combination, Citi agreed to waive its entitlement to the deferred underwriting commission of $ 11,541,250 to which it

became entitled upon completion of the Company’s Initial Public Offering, subject to the completion of an Initial Business Combination.

a result, the Company $ 11,541,250 was recorded to additional paid-in capital in relation to the reduction of the deferred underwriter

fee in the accompanying condensed financial statements.

As of December 31, 2022 and December 31, 2021, the deferred underwriting fee

payable is $ 0 and $ 11,541,250 , respectively.

Business Combination with Intuitive Machines

As more fully described in Note 1, the Company

entered into a number of agreements as part of its Business Combination with Intuitive Machines.

These agreements included but are not

limited to the Business Combination Agreement, the Series A Purchase Agreement, the Cantor Purchase Agreement and Sponsor Purchase Agreement,

each of which contained terms and conditions which commit the Company to certain obligations in the event the Business Combination is

On February 13, 2023 (the “Closing Date”),

the Company consummated the previously announced business combination and related transactions (the “Transactions”) contemplated

by that certain business combination agreement, dated as of September 16, 2022 (the “Business Combination Agreement”), by

and between IPAX and Intuitive Machines, LLC, a Delaware limited liability company (formerly, a Texas limited liability company) (“Intuitive

Machines OpCo”),following which we were renamed “Intuitive Machines, Inc.”

SHAREHOLDERS’ EQUITY

Preference Shares

The Company is authorized to issue 5,000,000 preference

shares with a par value of $ 0.0001 per share.

At December 31, 2022 and 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares

The Company is authorized to issue 500,000,000 Class A

ordinary shares with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote

for each share.

At December 31, 2022 and 2021, there were 1,386,989 Class A ordinary shares issued and outstanding, excluding 31,588,011 Class

A ordinary shares subject to possible redemption.

Class B Ordinary Shares

The Company is authorized to issue 50,000,000 Class B

ordinary shares with a par value of $ 0.0001 per share.

Holders of the Class B ordinary shares are entitled to one vote for

each ordinary share.

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 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

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.

On October 29, 2021, as a result of the partial exercise of the over-allotment

option, the Sponsor forfeited 381,250 of these shares and the remaining Class B ordinary shares are no longer subject to forfeiture.

At December 31, 2022 and 2021, there were 8,243,750 Class B ordinary shares issued and outstanding.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Prior to the closing of the Company’s Initial

Business Combination, only holders of the Class B ordinary shares will be entitled to vote on continuing the Company in a jurisdiction

outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt

new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in

a jurisdiction outside the Cayman Islands).

On all other matters submitted to a vote of the Company’s shareholders, holders of

Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class except as required by law.

Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions

of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the

Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically

convert into Class A ordinary shares concurrently with or immediately following the consummation of the 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 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 Public 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 (including the

Forward Purchase Shares), 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, 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.

FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for

its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets

and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to

classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market

for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume

to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted

prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that

are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use

in pricing the asset or liability.

INTUITIVE MACHINES, INC.

(F/K/A INFLECTION

POINT ACQUISITION CORP.)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021, and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

$ 334,589,588

$ 329,755,798

During the period from January 27, 2021 (date

of inception) through December 31, 2021 the over-allotment option was accounted for as a liability in accordance with ASC-480 and was

presented within liabilities on the accompanying balance sheet.

The over-allotment option was measured at fair value at inception and

on a recurring basis until it was exercised or expired, with changes in fair value presented in the statement of operations.

29, 2021, the underwriters partially exercised their over-allotment option to purchase an additional 2,975,000 Units at $ 10.00 per

Unit and forfeited the remaining over-allotment option.

The over-allotment liability was eliminated upon the expiration of the unexercised

option on November 8, 2021.

The over-allotment option liability was valued using a Black Scholes Model.

The following table presents the quantitative information regarding

Level 3 fair value measurement inputs:

Exercise Price

Dividend Yield

Risk Free Rate-Daily Treasury Yield Curve

The following table presents the changes in the fair value of the

Level 3 over-allotment liability:

Over-allotment

Option Liability

Fair value as of January 27, 2021 (inception)

Initial measurement on September 24, 2021

Change in fair value at October 29, 2021

Fair value of expired over-allotment option at November 8, 2021

Partial exercise of over-allotment liability at October 29, 2021

Fair value as of December 31, 2021

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, other than

below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 13, 2023, the Company consummated

the Business Combination pursuant to that certain Business Combination Agreement, dated September 16, 2022 as further described in the

Current Report on Form 8-K filed by the Company on February 14, 2023.

Prior to the Company’s extraordinary general

meeting held on February 8, 2023, 27,481,818 holders of IPAX Class A Ordinary Shares exercised their right to redeem those shares for

cash at a price of approximately $10.1843 per share, for an aggregate of $279,884,314 (the “Redemptions”).

As previously

announced, on February 9, 2023, IPAX and Intuitive Machines OpCo entered into separate agreements (each, a “Forward Purchase Agreement”,

and together, the “Forward Purchase Agreements”) with each of Polar Multi-Strategy Master Fund (“Polar”) and

The HGC Fund LP (“HGC” and, each of Polar and HGC, individually, a “Seller” and, together, the “Sellers”)

for over-the-counter Equity Prepaid Forward Transactions, pursuant to which each Seller agreed to hold, and waive any redemption rights

with respect to, a maximum of 1,250,000 Cayman Class A Shares in connection with the closing of the Business Combination.

acting separately and solely for its own account, was entitled to (i) reverse its previous election to redeem its Cayman Class A Shares

in connection with the Business Combination or (ii) purchase Cayman Class A Shares through a broker in the open market from holders of

Cayman Class A Shares (other than IPAX), including from holders who had previously elected to redeem their Cayman Class A Shares in connection

with the Business Combination, such that, in the aggregate, such Seller owned up to 1,250,000 Cayman Class A Shares as of the Closing

/s/ Nicole Seligman Director March 25, 2024

Nicole Seligman

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 9A. Controls and Procedures