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BLITZER MICHAEL

Disclosed activity across 9 companies

Tapewire entity
19073
SEC CIK
0001458423

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Inflection Point Acquisition Corp. IIIIPCX · Entity 23412Director · See Remarks · 10% ownerAugust 12, 2026August 14, 2026
Inflection Point Acquisition Corp. VIPEX · Entity 6626Director · Chief Executive OfficerJanuary 01, 2026January 06, 2026
Inflection Point Acquisition Corp. VIIPFX · Entity 5810Director · 10% ownerMarch 26, 2026March 26, 2026
Inflection Point Acquisition Corp. VIICMII · Entity 5897DirectorJune 26, 2026July 03, 2026
Inflection Point Acquisition Corp. VIIIIPHX · Entity 9440Director · 10% ownerAugust 27, 2026August 27, 2026
Intuitive Machines, Inc.LUNR · Entity 4390DirectorJune 04, 2026June 08, 2026
Merlin, Inc.MRLN · Entity 6007DirectorSeptember 16, 2026September 18, 2026
Pasqal Holding SAPSQL · Entity 1471DirectorAugust 27, 2026August 27, 2026
USA Rare Earth, Inc.USAR · Entity 4023DirectorJuly 19, 2026July 20, 2026

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Inflection Point Acquisition Corp. III

Report date August 12, 2026 · Filed August 14, 2026

Jointly reported with Inflection Point Holdings III LLC, Inflection Point Asset Management LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Ordinary Shares, par value $0.0001 per shareSEC Table I · non-derivativeDirect8,983,333 Last balance in matching sequence After 2026-08-12 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2026-08-12 · Grant · Acquired 8,433,333 · Balance 8,933,333

F1: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Row 2 · 2026-08-12 · Grant · Acquired 50,000 · Balance 8,983,333

F3: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Class B Ordinary Shares, par value $0.0001 per shareSEC Table II · derivative / convertible securityDirect0 Reported balance After 2026-08-12 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2026-08-12 · Exercise / conversion · Disposed 8,433,333 · Balance 0

F1: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Rights to receive Class A ordinary sharesSEC Table II · derivative / convertible securityDirect0 Reported balance After 2026-08-12 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2026-08-12 · Exercise / conversion · Disposed 500,000 · Balance 0

F3: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Filing footnotes · ownership attribution and instrument terms

F1: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

F3: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

Inflection Point Acquisition Corp. V

Report date January 01, 2026 · Filed January 06, 2026

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B Ordinary Shares, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectBy Inflection Point Fund I, LP0 Reported balance After 2026-01-01 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2026-01-01 · Other · Disposed 990,000 · Balance 0

F1: Class B ordinary shares of the Issuer are convertible into 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. 333-284082), as amended, and have no expiration date.

F2: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund I, LP.

Filing footnotes · ownership attribution and instrument terms

F1: Class B ordinary shares of the Issuer are convertible into 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. 333-284082), as amended, and have no expiration date.

F2: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund I, LP.

Inflection Point Acquisition Corp. VI

Report date March 26, 2026 · Filed March 26, 2026

Jointly reported with Inflection Point Holdings VI LLC, Inflection Point Asset Management LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B Ordinary Shares, par value $0.0001 per shareSEC Table II · derivative / convertible securityDirectNot disclosed Reported balance Holding disclosure · report date 2026-03-26 · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · Balance Not disclosed

F1: The Class B ordinary shares are convertible for 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. 333-292443) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,100,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

F2: Inflection Point Holdings VI LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings VI LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VI LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VI LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings VI LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Filing footnotes · ownership attribution and instrument terms

F1: The Class B ordinary shares are convertible for 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. 333-292443) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,100,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

F2: Inflection Point Holdings VI LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings VI LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VI LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VI LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings VI LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Inflection Point Acquisition Corp. VII

Report date June 26, 2026 · Filed July 03, 2026

This filing explicitly reported no securities owned.

Inflection Point Acquisition Corp. VIII

Report date August 27, 2026 · Filed August 27, 2026

Jointly reported with Inflection Point Holdings VIII LLC, Inflection Point Asset Management LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B Ordinary Shares, par value $0.0001 per shareSEC Table II · derivative / convertible securityDirectNot disclosed Reported balance Holding disclosure · report date 2026-08-27 · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · Balance Not disclosed

F1: The Class B ordinary shares are convertible for 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. 333-298162) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,250,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

F2: Inflection Point Holdings VIII LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings VIII LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VIII LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VIII LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings VIII LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Filing footnotes · ownership attribution and instrument terms

F1: The Class B ordinary shares are convertible for 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. 333-298162) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,250,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

F2: Inflection Point Holdings VIII LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings VIII LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VIII LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VIII LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings VIII LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Intuitive Machines, Inc.

Report date June 04, 2026 · Filed June 08, 2026

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeDirect1,937,196 Reported balance After 2026-06-04 transaction · row 1
1 source row

Row 1 · 2026-06-04 · Grant · Acquired 5,948 · Balance 1,937,196

F1: Represents an award of restricted stock units ("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 of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until his retirement from the Company's Board of Directors.

Filing footnotes · ownership attribution and instrument terms

F1: Represents an award of restricted stock units ("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 of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until his retirement from the Company's Board of Directors.

Merlin, Inc.

Report date September 16, 2026 · Filed September 18, 2026

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common stockSEC Table I · non-derivativeDirect300,000 Reported balance After 2026-09-16 transaction · row 1
1 source row

Row 1 · 2026-09-16 · Other · Acquired 262,500 · Balance 300,000

F1: On September 16, 2026, Bleichroeder Sponsor 1 LLC (the "Sponsor") distributed an aggregate of 8,333,333 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 262,500 shares of Common Stock were distributed to Michael Blitzer on such basis.

Filing footnotes · ownership attribution and instrument terms

F1: On September 16, 2026, Bleichroeder Sponsor 1 LLC (the "Sponsor") distributed an aggregate of 8,333,333 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 262,500 shares of Common Stock were distributed to Michael Blitzer on such basis.

Pasqal Holding SA

Report date August 27, 2026 · Filed August 27, 2026

This filing explicitly reported no securities owned.

USA Rare Earth, Inc.

Report date July 19, 2026 · Filed July 20, 2026

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect133,353 Reported balance After 2026-07-19 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2026-07-19 · Grant · Acquired 133,353 · Balance 133,353

F1: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

F2: Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.

Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect31,427 Reported balance After 2026-07-19 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2026-07-19 · Grant · Acquired 31,427 · Balance 31,427

F1: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

F2: Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.

Filing footnotes · ownership attribution and instrument terms

F1: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

F2: Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
February 03, 2025 Filed Feb 6, 2025 01:26 UTC Intuitive Machines, Inc. LUNR · Entity 4390 OtherClass A Common Stock 1,800,000 $11.50 $20,700,000.00
Disclosure

SEC source: 0001213900-25-010673 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,612,865

Read SEC document
November 18, 2024 Filed Nov 20, 2024 01:17 UTC USA Rare Earth, Inc. IPXX · Entity 4023 Exercise / conversionClass B ordinary shares, par value $0.0001 per share · Derivative 6,200,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-100310 · ownership.xml · derivative · entry 2

Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · Chairman and CEO · 10% owner

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

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 50,000

Underlying: Class A ordinary shares, par value $0.0001 per share · 6,200,000 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: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F1 · kind: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F1 · derivative.exercise_date: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F1 · derivative.expiration_date: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F2 · ownership.direct: Inflection Point Holdings II LLC is the record holder of such securities. Michael Blitzer is the sole Managing Member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings II LLC.

F3 · ownership.direct: Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Read SEC document
November 18, 2024 Filed Nov 20, 2024 01:17 UTC USA Rare Earth, Inc. IPXX · Entity 4023 Exercise / conversionClass A ordinary shares, par value $0.0001 per share 6,200,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-100310 · ownership.xml · nonDerivative · entry 1

Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · Chairman and CEO · 10% owner

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

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,200,000

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: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F1 · price: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F2 · ownership.direct: Inflection Point Holdings II LLC is the record holder of such securities. Michael Blitzer is the sole Managing Member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings II LLC.

F3 · ownership.direct: Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Read SEC document
September 20, 2024 Filed Sep 20, 2024 23:29 UTC Intuitive Machines, Inc. LUNR · Entity 4390 SaleWarrants · Derivative 200,000 $2.91 Strike: $11.50 $582,560.00
Disclosure

SEC source: 0001213900-24-080769 · ownership.xml · derivative · entry 5

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,800,000

Underlying: Class A Common Stock · 200,000 shares

Expires 2028-02-13

F5 · price: The price reported in Column 8 is a weighted average price. These warrants were sold in multiple transactions at prices ranging from $2.75 to $3.08, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants sold at each separate price within the range set forth herein.

Read SEC document
September 20, 2024 Filed Sep 20, 2024 23:29 UTC Intuitive Machines, Inc. LUNR · Entity 4390 SaleClass A Common Stock 250,000 $8.93 $2,232,300.00
Disclosure

SEC source: 0001213900-24-080769 · ownership.xml · nonDerivative · entry 3

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 812,865

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.76 to $9.095, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Read SEC document
September 19, 2024 Filed Sep 20, 2024 23:29 UTC Intuitive Machines, Inc. LUNR · Entity 4390 SaleWarrants · Derivative 538,125 $2.62 Strike: $11.50 $1,411,286.63
Disclosure

SEC source: 0001213900-24-080769 · ownership.xml · derivative · entry 4

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,000,000

Underlying: Class A Common Stock · 538,125 shares

Expires 2028-02-13

F4 · price: The price reported in Column 8 is a weighted average price. These warrants were sold in multiple transactions at prices ranging from $2.32 to $2.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants sold at each separate price within the range set forth herein.

Read SEC document
September 19, 2024 Filed Sep 20, 2024 23:29 UTC Intuitive Machines, Inc. LUNR · Entity 4390 SaleClass A Common Stock 162,673 $9.16 $1,490,198.55
Disclosure

SEC source: 0001213900-24-080769 · ownership.xml · nonDerivative · entry 2

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,062,865

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.88 to $9.515, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Read SEC document
September 19, 2024 Filed Sep 20, 2024 23:29 UTC Intuitive Machines, Inc. LUNR · Entity 4390 SaleClass A Common Stock 500,000 $7.88 $3,938,150.00
Disclosure

SEC source: 0001213900-24-080769 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,225,538

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.68 to $8.045, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

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June 06, 2024 Filed Jun 10, 2024 23:38 UTC Intuitive Machines, Inc. LUNR · Entity 4390 GrantClass A Common Stock 44,544 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-051442 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,725,538

F1 · shares: Represents an award of restricted stock units ("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 of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until his retirement from the Company's Board of Directors

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August 14, 2023 Filed Aug 16, 2023 20:05 UTC Intuitive Machines, Inc. LUNR · Entity 4390 OtherWarrants to purchase Class A common Stock · Derivative 437,500 Not disclosed Strike: $15.00 Not disclosed
Disclosure

SEC source: 0001213900-23-068196 · ownership.xml · derivative · entry 6

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Fund

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 437,500 shares

Expires 2028-02-13

F9 · derivative.exercise_price: The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F3 · kind: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · kind: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · shares: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · shares: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · price: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · price: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F9 · price: The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F11 · price: Pursuant to the terms of the Preferred Investor Warrant, the fund that holds the reported securities has opted for a 4.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrant for shares of Class A common stock to the extent that, upon giving effect to such exercise, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F3 · derivative.underlying_shares: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · derivative.underlying_shares: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F9 · derivative.underlying_shares: The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F11 · derivative.underlying_shares: Pursuant to the terms of the Preferred Investor Warrant, the fund that holds the reported securities has opted for a 4.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrant for shares of Class A common stock to the extent that, upon giving effect to such exercise, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F3 · balance_after: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · balance_after: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · ownership.nature: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · ownership.nature: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F5 · ownership.nature: To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim 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.

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August 14, 2023 Filed Aug 16, 2023 20:05 UTC Intuitive Machines, Inc. LUNR · Entity 4390 OtherSeries A Preferred Stock, par value $0.0001 per share · Derivative 21,000 Not disclosed Strike: $12.00 Not disclosed
Disclosure

SEC source: 0001213900-23-068196 · ownership.xml · derivative · entry 5

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Fund

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 1,801,301 shares

Expires not disclosed

F9 · derivative.exercise_price: The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F3 · kind: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · kind: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · shares: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · shares: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · price: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · price: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F9 · price: The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F10 · price: Pursuant to the Certificate of Designation, the fund that holds the reported securities has opted for a 4.99% beneficial ownership blocker, pursuant to which it may not convert its shares of Series A Stock into shares of Class A common stock to the extent that, upon giving effect to such conversion, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F9 · derivative.exercise_date: The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F9 · derivative.expiration_date: The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F3 · derivative.underlying_shares: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · derivative.underlying_shares: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F9 · derivative.underlying_shares: The fund that holds the reported securities purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrant"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Currently, the 21,000 shares of Series A Stock are convertible into 1,801,301 shares of Class A common stock. The Series A Stock has no expiration date.

F10 · derivative.underlying_shares: Pursuant to the Certificate of Designation, the fund that holds the reported securities has opted for a 4.99% beneficial ownership blocker, pursuant to which it may not convert its shares of Series A Stock into shares of Class A common stock to the extent that, upon giving effect to such conversion, such fund (together with its affiliates and any persons acting as a group together with it or its affiliates) would beneficially own greater than 4.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F3 · balance_after: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · balance_after: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · ownership.nature: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · ownership.nature: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F5 · ownership.nature: To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim 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.

Read SEC document
August 14, 2023 Filed Aug 16, 2023 20:05 UTC Intuitive Machines, Inc. LUNR · Entity 4390 OtherWarrants to purchase Class A Common Stock · Derivative 3,218,750 Not disclosed Strike: $11.50 Not disclosed
Disclosure

SEC source: 0001213900-23-068196 · ownership.xml · derivative · entry 4

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Fund

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 3,218,750 shares

Expires 2028-02-13

F3 · kind: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · kind: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · shares: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · shares: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · price: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · price: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F8 · price: Represents (i) 1,450,000 warrants received upon separation of units purchased for $10.00 per unit in the Issuer's initial public offering and (ii) 1,768,750 warrants received from the Sponsor in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. Pursuant to the terms of the warrant agreement, the fund that holds the reported securities has opted for a 4.9% beneficial ownership blocker, pursuant to which it may not exercise its warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, the fund (together with its affiliates and any persons acting as a group together with the fund or its affiliates) would beneficially own greater than 4.9% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F3 · derivative.underlying_shares: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · derivative.underlying_shares: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F8 · derivative.underlying_shares: Represents (i) 1,450,000 warrants received upon separation of units purchased for $10.00 per unit in the Issuer's initial public offering and (ii) 1,768,750 warrants received from the Sponsor in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. Pursuant to the terms of the warrant agreement, the fund that holds the reported securities has opted for a 4.9% beneficial ownership blocker, pursuant to which it may not exercise its warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, the fund (together with its affiliates and any persons acting as a group together with the fund or its affiliates) would beneficially own greater than 4.9% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Exchange Act.

F3 · balance_after: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · balance_after: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · ownership.nature: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · ownership.nature: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F5 · ownership.nature: To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim 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.

Read SEC document
August 14, 2023 Filed Aug 16, 2023 20:05 UTC Intuitive Machines, Inc. LUNR · Entity 4390 OtherClass A Common Stock 1,150,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-068196 · ownership.xml · nonDerivative · entry 2

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By fund

Disclosed balance after: 0

F3 · kind: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · kind: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · price: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · price: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F3 · ownership.nature: KCM is the investment manager of the fund that holds the reported securities, KMGP is the general partner of KCM and Kingstown Capital Partners LLC ("KCP") is the general partner of the fund that holds the reported securities, and each shares voting and investment discretion with respect to the reported securities. Mr. Blitzer and Mr. Shanon, as the Managing Members of KMGP and KCP, shared voting and investment discretion with respect to the reported securities.

F4 · ownership.nature: The reported change in beneficial ownership (which is reported on a voluntary basis) reflects a reduction in beneficial ownership due to Mr. Blitzer relinquishing voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM, KMGP and/or KCP on August 14, 2023. Information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, KCP, Mr. Shanon or the funds managed or controlled by any of them. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by KCM, KMGP, KCP or entities managed or controlled by KCM, KMGP and/or KCP.

F5 · ownership.nature: To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim 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.

Read SEC document
August 14, 2023 Filed Aug 16, 2023 20:05 UTC Intuitive Machines, Inc. LUNR · Entity 4390 OtherClass A Common Stock 8,243,750 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-068196 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Inflection Point Holdings LLC

Disclosed balance after: 0

F1 · kind: Inflection Point Holdings LLC (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 Kingstown Management GP LLC ("KMGP") is the general partner of KCM, and each shared voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer and Guy Shanon, as Managing Members of KMGP, shared voting and investment discretion with respect to the securities held by the Sponsor. On August 14, 2023, Michael Blitzer relinquished voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM and/or KMGP and information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, the entities managed or controlled by KCM and/or KMGP or Mr. Shanon. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by the Sponsor.

F2 · kind: On August 14, 2023, 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: Inflection Point Holdings LLC (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 Kingstown Management GP LLC ("KMGP") is the general partner of KCM, and each shared voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer and Guy Shanon, as Managing Members of KMGP, shared voting and investment discretion with respect to the securities held by the Sponsor. On August 14, 2023, Michael Blitzer relinquished voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM and/or KMGP and information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, the entities managed or controlled by KCM and/or KMGP or Mr. Shanon. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by the Sponsor.

F2 · price: On August 14, 2023, 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 · ownership.nature: Inflection Point Holdings LLC (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 Kingstown Management GP LLC ("KMGP") is the general partner of KCM, and each shared voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer and Guy Shanon, as Managing Members of KMGP, shared voting and investment discretion with respect to the securities held by the Sponsor. On August 14, 2023, Michael Blitzer relinquished voting power and dispositive power over securities of the Issuer held by entities managed or controlled by KCM and/or KMGP and information barriers were erected to prevent Mr. Blitzer from sharing inside information with KCM, KMGP, the entities managed or controlled by KCM and/or KMGP or Mr. Shanon. Accordingly, Mr. Blitzer is no longer deemed to beneficially own securities held by the Sponsor.

F2 · ownership.nature: On August 14, 2023, 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.

F5 · ownership.nature: To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the changes in beneficial ownership described herein. Each of KMGP, KCM, KCP, Mr. Blitzer and Mr. Shanon disclaim 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.

Read SEC document
July 14, 2023 Filed Jul 19, 2023 01:31 UTC Intuitive Machines, Inc. LUNR · Entity 4390 OtherWarrants to purchase Class A Common Stock · Derivative 6,845,000 Not disclosed Strike: $11.50 Not disclosed
Disclosure

SEC source: 0001213900-23-058007 · ownership.xml · derivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director · 10% 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, 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.

F5 · kind: Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the reported acquisition by Mr. Blitzer from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.

F1 · price: On July 14, 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.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 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.

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.

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") is the general partner of Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the securities held by Kingstown 1740.

F4 · ownership.nature: KCM, KMGP, the Sponsor, Mr. Shanon, KCP and Kingstown 1740 are filing separate Form 4s in connection with the transactions described herein. Each of 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.

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June 23, 2023 Filed Jun 27, 2023 20:15 UTC Intuitive Machines, Inc. LUNR · Entity 4390 GrantClass A Common Stock 18,321 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-052125 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 18,321

F1 · shares: Represents an award of restricted stock units ("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 of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire.

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May 30, 2023 Filed May 30, 2023 20:32 UTC USA Rare Earth, Inc. IPXX · Entity 4023 OtherClass B Ordinary Shares · Derivative 75,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-044032 · ownership.xml · derivative · entry 1

Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks

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

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

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,250,000

Underlying: Class A Ordinary Shares · 75,000 shares

Expires not disclosed

F1 · derivative.exercise_price: The Class B ordinary shares are convertible for 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. 333-271128) and have no expiration date.

F2 · kind: On May 30, 2023, Inflection Point Holdings II LLC forfeited at no cost 75,000 Class B ordinary shares of the Issuer in connection with the election by the underwriters of the Issuer's initial public offering of units to exercise an option granted to them to cover over-allotments in part and not in full.

F1 · derivative.exercise_date: The Class B ordinary shares are convertible for 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. 333-271128) and have no expiration date.

F1 · derivative.expiration_date: The Class B ordinary shares are convertible for 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. 333-271128) and have no expiration date.

F3 · ownership.direct: Inflection Point Holdings II LLC is the record holder of the securities reported herein. Michael Blitzer is the managing member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings II LLC. Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

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February 22, 2023 Filed Feb 25, 2023 01:00 UTC Intuitive Machines, Inc. LUNR · Entity 4390 OtherClass A Common Stock 1,750,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-014498 · ownership.xml · nonDerivative · entry 1

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

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

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

SHANON GUY · CIK 0001458422 · 10% owner

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

10b5-1 filing: Not disclosed

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

Disclosed balance after: 1,150,000

F1 · kind: On February 22, 2023, Kingstown 1740 Fund, L.P. ("Kingstown 1740") distributed 1,750,000 of the shares of Class A common stock, par value $0.0001 per share of the Issuer (the "Class A Common Stock") held by it, in a pro rata distribution for no consideration in accordance with the terms of its limited partnership agreement.

F1 · price: On February 22, 2023, Kingstown 1740 Fund, L.P. ("Kingstown 1740") distributed 1,750,000 of the shares of Class A common stock, par value $0.0001 per share of the Issuer (the "Class A Common Stock") held by it, in a pro rata distribution for no consideration in accordance with the terms of its limited partnership agreement.

F2 · ownership.nature: Kingstown 1740 is the 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 securities held 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 by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of 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 by Kingstown 1740. Kingstown 1740 and KCP have filed a separate Form 4 in connection with the transactions described herein.

F4 · ownership.nature: Each of KMGP, KCM, Michael Blitzer and Guy 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, 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.

Read SEC document
February 13, 2023 Filed Feb 15, 2023 01:31 UTC Intuitive Machines, Inc. LUNR · Entity 4390 GrantWarrants to purchase Class A common Stock · Derivative 437,500 Not disclosed Strike: $15.00 Not disclosed
Disclosure

SEC source: 0001213900-23-011743 · ownership.xml · derivative · entry 7

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

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

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

SHANON GUY · CIK 0001458422 · 10% owner

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

10b5-1 filing: Not disclosed

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

Disclosed balance after: 3,637,500

Underlying: Class A Common Stock, par value $0.0001 per share · 437,500 shares

Expires 2028-02-13

F6 · derivative.exercise_price: Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.

F7 · derivative.exercise_price: The exercise price of the Preferred Investor Warrants, and the number shares of Class A common stock issuable upon exercise of the Preferred Investor Warrants is subject to adjustment as described under the heading "Description of New Intuitive Machines' Securities" in the Issuer's registration statement on Form S-4 (File No. 333-267846).

F6 · shares: Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.

F7 · shares: The exercise price of the Preferred Investor Warrants, and the number shares of Class A common stock issuable upon exercise of the Preferred Investor Warrants is subject to adjustment as described under the heading "Description of New Intuitive Machines' Securities" in the Issuer's registration statement on Form S-4 (File No. 333-267846).

F6 · price: Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.

F7 · price: The exercise price of the Preferred Investor Warrants, and the number shares of Class A common stock issuable upon exercise of the Preferred Investor Warrants is subject to adjustment as described under the heading "Description of New Intuitive Machines' Securities" in the Issuer's registration statement on Form S-4 (File No. 333-267846).

F6 · derivative.underlying_shares: Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.

F7 · derivative.underlying_shares: The exercise price of the Preferred Investor Warrants, and the number shares of Class A common stock issuable upon exercise of the Preferred Investor Warrants is subject to adjustment as described under the heading "Description of New Intuitive Machines' Securities" in the Issuer's registration statement on Form S-4 (File No. 333-267846).

F9 · derivative.underlying_shares: Pursuant to the terms of the Preferred Investor Warrants, Kingstown 1740 has opted for a 9.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

F9 · balance_after: Pursuant to the terms of the Preferred Investor Warrants, Kingstown 1740 has opted for a 9.99% beneficial ownership blocker, pursuant to which it may not exercise its Preferred Investor Warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

F3 · ownership.nature: Kingstown 1740 Fund, L.P. ("Kingstown 1740") is the holder of the securities reported herein. 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 ordinary shares held by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of 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 by Kingstown 1740. Kingstown 1740 and KCP have filed a separate Form 4 in connection with the transactions described herein. Each of KCM, KMGP, KCP, 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.

Read SEC document
February 13, 2023 Filed Feb 15, 2023 01:31 UTC Intuitive Machines, Inc. LUNR · Entity 4390 GrantSeries A Preferred Stock, par value $0.0001 per share · Derivative 21,000 Not disclosed Strike: $12.00 Not disclosed
Disclosure

SEC source: 0001213900-23-011743 · ownership.xml · derivative · entry 6

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

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

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

SHANON GUY · CIK 0001458422 · 10% owner

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

10b5-1 filing: Not disclosed

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

Disclosed balance after: 3,200,000

Underlying: Class A Common Stock, par value $0.0001 per share · 1,750,000 shares

Expires not disclosed

F6 · derivative.exercise_price: Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.

F6 · price: Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.

F6 · derivative.exercise_date: Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.

F6 · derivative.expiration_date: Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.

F6 · derivative.underlying_shares: Upon the Closing of the Business Combination, Kingstown 1740 purchased (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share of the Issuer (the "Series A Stock") and (ii) a warrant to purchase 437,500 shares of Class A common stock at an initial exercise price of $15.00 per share (the "Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $21,000,000. Each share of Series A Stock is convertible into a number of shares of Class A common stock, which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, the 21,000 shares of Series A Stock are convertible into 1,750,000 shares of Class A common stock. The Series A Stock has no expiration date.

F8 · derivative.underlying_shares: Pursuant to the Certificate of Designation, Kingstown 1740 has opted for a 9.99% beneficial ownership blocker, pursuant to which it may not convert its shares of Series A Stock into shares of Class A common stock to the extent that, upon giving effect to such conversion, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

F8 · balance_after: Pursuant to the Certificate of Designation, Kingstown 1740 has opted for a 9.99% beneficial ownership blocker, pursuant to which it may not convert its shares of Series A Stock into shares of Class A common stock to the extent that, upon giving effect to such conversion, Kingstown 1740 (together with its affiliates and any persons acting as a group together with Kingstown 1740 or its affiliates) would beneficially own greater than 9.99% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

F3 · ownership.nature: Kingstown 1740 Fund, L.P. ("Kingstown 1740") is the holder of the securities reported herein. 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 ordinary shares held by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of 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 by Kingstown 1740. Kingstown 1740 and KCP have filed a separate Form 4 in connection with the transactions described herein. Each of KCM, KMGP, KCP, 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.

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February 13, 2023 Filed Feb 15, 2023 01:31 UTC Intuitive Machines, Inc. LUNR · Entity 4390 PurchaseWarrants to purchase Class A Common Stock · Derivative 1,450,000 Not disclosed Strike: $11.50 Not disclosed
Disclosure

SEC source: 0001213900-23-011743 · ownership.xml · derivative · entry 5

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

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

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

SHANON GUY · CIK 0001458422 · 10% owner

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

10b5-1 filing: Not disclosed

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

Disclosed balance after: 1,450,000

Underlying: Class A Common Stock, par value $0.0001 per share · 1,450,000 shares

Expires 2028-02-13

F5 · 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. 1,450,000 Warrants were initially acquired in the form of 2,900,000 units in the Issuer's initial public offering, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, for $10.00 per unit.

F5 · price: 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. 1,450,000 Warrants were initially acquired in the form of 2,900,000 units in the Issuer's initial public offering, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, for $10.00 per unit.

F3 · ownership.nature: Kingstown 1740 Fund, L.P. ("Kingstown 1740") is the holder of the securities reported herein. 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 ordinary shares held by Kingstown 1740. Kingstown Capital Partners LLC ("KCP") is the general partner of 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 by Kingstown 1740. Kingstown 1740 and KCP have filed a separate Form 4 in connection with the transactions described herein. Each of KCM, KMGP, KCP, 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.

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February 13, 2023 Filed Feb 15, 2023 01:31 UTC Intuitive Machines, Inc. LUNR · Entity 4390 GrantWarrants to purchase Class A Common Stock · Derivative 6,845,000 $1.00 Strike: $11.50 $6,845,000.00
Disclosure

SEC source: 0001213900-23-011743 · ownership.xml · derivative · entry 4

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

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

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

SHANON GUY · CIK 0001458422 · 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: 6,845,000

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

Expires 2028-02-13

F4 · 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.nature: Inflection Point Holdings LLC (the "Sponsor") is the holder of such securities. The Sponsor has filed a separate Form 4 in connection with the transactions described herein. 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. Each of KMGP, KCM, Michael Blitzer and Guy 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.

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February 10, 2023 Filed Feb 15, 2023 01:31 UTC Intuitive Machines, Inc. LUNR · Entity 4390 Exercise / conversionClass B ordinary shares, par value $0.0001 per share · Derivative 8,243,750 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-011743 · ownership.xml · derivative · entry 3

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

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

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

SHANON GUY · CIK 0001458422 · 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: 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.nature: Inflection Point Holdings LLC (the "Sponsor") is the holder of such securities. The Sponsor has filed a separate Form 4 in connection with the transactions described herein. 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. Each of KMGP, KCM, Michael Blitzer and Guy 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.

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February 10, 2023 Filed Feb 15, 2023 01:31 UTC Intuitive Machines, Inc. LUNR · Entity 4390 Exercise / conversionClass A Common Stock 8,243,750 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-011743 · ownership.xml · nonDerivative · entry 1

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

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

BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner

SHANON GUY · CIK 0001458422 · 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

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.nature: Inflection Point Holdings LLC (the "Sponsor") is the holder of such securities. The Sponsor has filed a separate Form 4 in connection with the transactions described herein. 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. Each of KMGP, KCM, Michael Blitzer and Guy 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.

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October 29, 2021 Filed Nov 3, 2021 00:16 UTC Intuitive Machines, Inc. IPAX · Entity 4390 Disposition to issuerClass B Ordinary Shares · Derivative 381,250 $0.00 $0.00
Disclosure

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.

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September 24, 2021 Filed Sep 28, 2021 22:15 UTC Intuitive Machines, Inc. IPAX · Entity 4390 GrantClass A Ordinary Shares 2,900,000 $10.00 $29,000,000.00
Disclosure

SEC source: 0001213900-21-050393 · ownership.xml · nonDerivative · entry 1

KINGSTOWN CAPITAL MANAGEMENT L.P. · CIK 0001458425 · 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 Kingstown 1740 Fund L.P.

Disclosed balance after: 2,900,000

F1 · kind: 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 · ownership.nature: 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.