Intuitive Machines, Inc. — Director's Dealing 2021

Nov 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Inflection Point Acquisition Corp. (IPAX)
CIK: 0001844452
Period of Report: 2021-10-29

Reporting Person: KINGSTOWN CAPITAL MANAGEMENT L.P. (Director, 10% Owner, See Remarks)
Reporting Person: Inflection Point Holdings LLC (Director, 10% Owner, See Remarks)
Reporting Person: KINGSTOWN MANAGEMENT GP LLC (Director, 10% Owner, See Remarks)
Reporting Person: BLITZER MICHAEL (Director, Co-Chief Executive Officer, 10% Owner)
Reporting Person: SHANON GUY (Director, Co-Chief Executive Officer, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-29	Class B Ordinary Shares	$	D	381250	Disposed		Class A Ordinary Shares (381250)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Ordinary Shares	2900000	Indirect

Footnotes

F1: The reported Class A ordinary shares represent 2,900,000 Class A ordinary shares underlying 2,900,000 of the Issuer's units, each unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share for $11.50, as described under the heading "Description of Securities " in the Issuer's registration statement on Form S-1 (File No. 333-253963), purchased by Kingstown 1740 Fund L.P. ("Kingstown 1740") on September 24, 2021 for $10.00 per unit in the Issuer's initial public offering.

F2: Kingstown 1740 is the record holder of the securities reported herein. Kingstown Capital Management L.P. ("KCM") is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Each of KCM, KMGP Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Kingstown 1740 other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

F3: On October 29, 2021, Inflection Point Holdings LLC forfeited at no cost 381,250 Class B ordinary shares of the Issuer, which was exempted pursuant to pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the election by the underwriters of the Issuer's initial public offering of units to exercise only 66.1% of the option granted to them to cover over-allotments.

F4: The shares of Class B ordinary shares are convertible for shares of the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-253963) (the "Registration Statement") and have no expiration date.

F5: Inflection Point Holdings LLC is the record holder of the securities reported herein. KCM is the manager of Inflection Point Holdings LLC and shares voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the 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 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.