Inflection Point Holdings LLC

SEC source: 0001213900-23-068195 · ownership.xml · nonDerivative · entry 1

Inflection Point Holdings LLC · CIK 0001844453 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · kind: On August 14, 2023, Inflection Point Holdings LLC (the "Sponsor") distributed an aggregate of 8,243,750 shares of Class A common stock of the Issuer to its members, in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.

F1 · price: On August 14, 2023, Inflection Point Holdings LLC (the "Sponsor") distributed an aggregate of 8,243,750 shares of Class A common stock of the Issuer to its members, in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.

F2 · ownership.direct: The Sponsor was the holder of such securities prior to their distribution. Kingstown Capital Management, L.P. ("KCM") is the manager of the Sponsor and shared voting and investment discretion with respect to the securities held by the Sponsor. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shared voting and investment discretion with respect to the securities held by the Sponsor. Guy Shanon is a Managing Member of KMGP and shared voting and investment discretion with respect to the securities formerly held by the Sponsor.

F3 · ownership.direct: To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the events described herein. Each of KCM, KMGP and Mr. Shanon disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

SEC source: 0001213900-23-058008 · ownership.xml · derivative · entry 2

KINGSTOWN CAPITAL MANAGEMENT L.P. · CIK 0001458425 · 10% owner · See Remarks

KINGSTOWN MANAGEMENT GP LLC · CIK 0001458426 · 10% owner · See Remarks

Inflection Point Holdings LLC · CIK 0001844453 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Kingstown 1740 Fund L.P.

Disclosed balance after: 1,768,750

Underlying: Class A Common Stock, par value $0.0001 per share · 1,768,750 shares

Expires 2028-02-13

F1 · kind: On July 14, 2023, 2023, Inflection Point Holdings LLC (the "Sponsor") distributed an aggregate of 6,845,000 private placement warrants consisting of (i) 2,538,125 private placement warrants distributed to Michael Blitzer, (ii) 2,538,125 private placement warrants distributed to Guy Shanon and (iii) 1,768,750 private placement warrants distributed to Kingstown 1740 Fund L.P. ("Kingstown 1740"), in each case as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.

F3 · ownership.nature: Kingstown 1740 is the holder of the securities reported. KCM is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the securities held by Kingstown 1740. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the securities held by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") and shares voting and investment discretion with respect to the securities held by Kingstown 1740 is the general partner of Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and KCP and share voting and investment discretion with respect to the securities held by Kingstown 1740.

F4 · ownership.nature: Mr. Blitzer, Mr. Shanon, KCP and Kingstown 1740 are filing separate Form 4s in connection with the transactions described herein. Each of the Sponsor, KMGP, KCM, Mr. Blitzer and Mr. Shanon disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. Each of KCM, KMGP, KCP, Mr. Blitzer and Mr. 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.

SEC source: 0001213900-23-058008 · ownership.xml · derivative · entry 1

KINGSTOWN CAPITAL MANAGEMENT L.P. · CIK 0001458425 · 10% owner · See Remarks

KINGSTOWN MANAGEMENT GP LLC · CIK 0001458426 · 10% owner · See Remarks

Inflection Point Holdings LLC · CIK 0001844453 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Inflection Point Holdings LLC

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 6,845,000 shares

Expires 2028-02-13

F1 · kind: On July 14, 2023, 2023, Inflection Point Holdings LLC (the "Sponsor") distributed an aggregate of 6,845,000 private placement warrants consisting of (i) 2,538,125 private placement warrants distributed to Michael Blitzer, (ii) 2,538,125 private placement warrants distributed to Guy Shanon and (iii) 1,768,750 private placement warrants distributed to Kingstown 1740 Fund L.P. ("Kingstown 1740"), in each case as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.

F2 · ownership.nature: The Sponsor was the holder of such securities prior to their distribution. Kingstown Capital Management, L.P. ("KCM") is the manager of the Sponsor and shares voting and investment discretion with respect to the securities held by the Sponsor. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the securities held by the Sponsor.

F4 · ownership.nature: Mr. Blitzer, Mr. Shanon, KCP and Kingstown 1740 are filing separate Form 4s in connection with the transactions described herein. Each of the Sponsor, KMGP, KCM, Mr. Blitzer and Mr. Shanon disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly. Each of KCM, KMGP, KCP, Mr. Blitzer and Mr. 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.

SEC source: 0001213900-23-011739 · ownership.xml · derivative · entry 3

Inflection Point Holdings LLC · CIK 0001844453 · 10% owner · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,845,000

Underlying: Class A Common Stock, par value $0.0001 per share · 6,845,000 shares

Expires 2028-02-13

F3 · kind: The Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. 6,845,000 Warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering.

F2 · ownership.direct: Inflection Point Holdings LLC is the record holder of such securities. Kingstown Capital Management, L.P. ("KCM") is the manager of Inflection Point Holdings LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings LLC. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the securities held 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 securities held by Inflection Point Holdings LLC. KCM, KMGP, Michael Blitzer and Guy Shanon have filed a separate Form 4 in connection with the transactions described herein.

F4 · ownership.direct: 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.

SEC source: 0001213900-23-011739 · ownership.xml · derivative · entry 2

Inflection Point Holdings LLC · CIK 0001844453 · 10% owner · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A ordinary shares, par value $0.0001 per share · 8,243,750 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. or "Inflection Point") and Intuitive Machines, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No.333-253963). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis.

F1 · kind: In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. or "Inflection Point") and Intuitive Machines, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No.333-253963). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis.

F1 · derivative.exercise_date: In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. or "Inflection Point") and Intuitive Machines, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No.333-253963). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis.

F1 · derivative.expiration_date: In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. or "Inflection Point") and Intuitive Machines, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No.333-253963). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis.

F2 · ownership.direct: Inflection Point Holdings LLC is the record holder of such securities. Kingstown Capital Management, L.P. ("KCM") is the manager of Inflection Point Holdings LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings LLC. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the securities held 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 securities held by Inflection Point Holdings LLC. KCM, KMGP, Michael Blitzer and Guy Shanon have filed a separate Form 4 in connection with the transactions described herein.

F4 · ownership.direct: 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.

SEC source: 0001213900-23-011739 · ownership.xml · nonDerivative · entry 1

Inflection Point Holdings LLC · CIK 0001844453 · 10% owner · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,243,750

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. or "Inflection Point") and Intuitive Machines, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No.333-253963). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis.

F1 · price: In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. or "Inflection Point") and Intuitive Machines, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No.333-253963). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's Class A common stock (the "Class A Common Stock") on a one-for-one basis.

F2 · ownership.direct: Inflection Point Holdings LLC is the record holder of such securities. Kingstown Capital Management, L.P. ("KCM") is the manager of Inflection Point Holdings LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings LLC. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the securities held 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 securities held by Inflection Point Holdings LLC. KCM, KMGP, Michael Blitzer and Guy Shanon have filed a separate Form 4 in connection with the transactions described herein.

F4 · ownership.direct: 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.

SEC source: 0001213900-21-056242 · ownership.xml · derivative · entry 2

KINGSTOWN CAPITAL MANAGEMENT L.P. · CIK 0001458425 · Director · 10% owner · See Remarks

Inflection Point Holdings LLC · CIK 0001844453 · Director · 10% owner · See Remarks

KINGSTOWN MANAGEMENT GP LLC · CIK 0001458426 · Director · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · Co-Chief Executive Officer · 10% owner

SHANON GUY · CIK 0001458422 · Director · Co-Chief Executive Officer · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Inflection Point Holdings LLC

Disclosed balance after: 8,243,750

Underlying: Class A Ordinary Shares · 381,250 shares

Expires not disclosed

F3 · derivative.exercise_price: 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.

F3 · kind: 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 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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 · balance_after: 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.

F5 · ownership.nature: 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.