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United States securities and exchange commission logo
November 9, 2022
Michael Blitzer
Co-Chief Executive Officer
Inflection Point Acquisition Corp.
34 East 51st Street, 5th Floor
New York, NY 10022
Re:Inflection Point Acquisition Corp.
Registration Statement on Form S-4
Filed October 13, 2022
File No. 333-267846
Dear Michael Blitzer:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed October 13, 2022
What equity stake, page 14
1.Clarify how the information in tables would change assuming issuance of all securities
under all agreements, such as the forward purchase agreement.
Comparative Historical and Unaudited Pro Forma Combined Per Share Information of Inflection
Point and Intuitve Machines, page 52
2.Refer to the tables for the six months ended June 30, 2022 and the year ended December
31, 2021.  Please expand the tables to include or provide a note that describes Inflection
Point's (IPAX Historical) use of the two-class method for net losses per ordinary share as
shown in their historical financial statements relative to the net losses per ordinary
share, common shares outstanding, and weighted average common shares outstanding as

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shown in the IPAX Historical columns here.

Intuitive Machines and New Intuitive Machines will be controlled, page 86
3.Please present the risk described in the last paragraph in a separate appropriately
captioned risk factor.
Redemption Rights, page 100
4.Reconcile the 20% reference here with the 15% reference in your IPO prospectus.
Background of the Business Combination, page 131
5.We note your disclosure that Citi has not affirmatively waived the deferred underwriting
discount and that Inflection Point does not intend to pay said discount to Citi. Please
disclose the potential risk of litigation stemming from this decision in your risk factors
section.  Also disclose in the risk factors the amount of the deferred fee.
Projected Financial Information, page 143
6.We note the material assumptions you describe.  Please expand to clarify how these
assumptions resulted in the projected financial information you disclosure.  Provide
quantitative disclosure to the extent possible.  For example, what value did you assign to
each of the contract wins you mention?
U.S. Federal Income Tax Considerations, page 170
7.As to each of the matters described in this section, please file the exhibit required by Item
601(b)(8) of Regulation S-K.  Refer to Staff Legal Bulletin No. 19 for guidance on the
content and requirements for that exhibit.  As one example only, it is insufficient to state
merely what the parties "intend" as it relates to the tax treatment.  Instead, disclose clearly
the tax consequences.  While it is permissible to disclose what the consequences "should"
be or that they are "more likely than not," additional disclosure regarding the reasons for
the uncertainty and risks should be included.  Please revise.
Unaudited Pro Forma Condensed Combined Financial Information, page 188
8.Please revise the disclosures on page 189 to more fully explain how you determined the
number of shares that are assumed to be redeemed under the maximum redemption
scenario, including whether the shares that are not assumed to be redeemed relate to the
2.9 million IPO shares acquired by Kingstown 1740 Fund, an affiliate of the Sponsor, and
why you assumed those shares will not be redeemed.  Please also explain here, and in the
notes to the historical financial statements, why it appears Kingstown 1740 Fund waived
its redemption rights for only a portion of the IPO shares they acquired.

9.Please more fully explain to us how and why you determined not to reflect the potential

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impact of Tax Receivable Agreement in the pro forma financial statements.
Note to Unaudited Pro Forma Condensed Combined Financial Statements
2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Consolidated
Combined Balance Sheet, page 197
10.Please expand Note 2.B to reconcile the issuance of 2.2 million shares of Series A
Preferred Stock with the 26,000 shares to be issued as disclosed on page 6, under
Frequently Used Terms, and elsewhere in the filing.  Also, please more fully explain the
terms of the Series A Preferred Stock, including why it is classified as temporary
equity, the terms and circumstances under which it may become permanent equity or be
redeemed, and why the related warrants will be equity-classified without future re-
measurement.

11.Refer to Note 2.E.  Please clarify the number of shares of Class A common stock that the
SAFE liability was converted into and explain how the conversion rate was
determined.  Please also include within the pro forma footnotes a table of the total number
of shares of Class A, Class B, and Class C common stock to be issued and outstanding
assuming No redemption and assuming Maximum redemption of the Class A public
shares.  The table should include each shareholder type, such as Public Stockholders,
Sponsor, PIPE Investors, Intuitive Machines Members excluding founders, and Intuitive
Machines Founders.  A table should also be provided in Note 4 on page 199 to disclose
the number of options, warrants, earn-out consideration, and other dilutive securities
excluded from pro forma net losses for each period for both the No redemption and
Maximum redemption scenarios.
12.Refer to Note 2.I.  Please explain the difference of 24.9 million shares between the
113,285,417 shares in the denominator assuming No redemptions and the 88,338,622
shares in the denominator assuming Maximum redemption, with the total Public Shares to
be redeemed of 30.0 million shares, which we assume relates to the additional shares
issued in note 2.L.  Please also reconcile how you arrived at the total number of Intuitive
Machines OpCo Common Units issued at Closing and the denominator which is inclusive
of the total New Intuitive Machines Class A common stock in the post combination
company.  In addition, please more fully explain to us your computations of net assets as
shown in this note with the net assets shown in the pro forma balance sheet on page 194.

13.Refer to Note 2.L.  Please describe this adjustment as pertaining to the Equity Facility as
discussed on page 192, and clarify also on page 192 that you have included the entire
$50.0 in expected proceeds from the facility under the Maximum redemption scenario.
Please also explain in Note 2.L if there are any conditions or circumstances under the
Maximum redemption scenario in which the additional 5.1 million shares on class A
common stock would not be issued.

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14.Refer to note 2.G.  Please more fully explain how you determined the fair value of the
Earnout shares.  Please also revise your disclosures here and in note 3.EE to address the
factors that will result in changes in the fair value of the Earnout shares and disclose and
discuss how the changes would impact the pro forma financial statements.
3. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement
of Operations, page 198
15.Refer to Note 3.CC.  Please more fully explain the differences in the net losses as shown
in this note with the net losses shown in the pro forma statements of operations on pages
195 and 196.
Related Party Redemption Waiver Agreement, page 217
16.Please revise throughout to clarify whether this agreement is inclusive or exclusive of the
non-redemption agreement entered into during September 2022.
Forward Purchase Agreement, page 218
17.Please clarify the "future events" the issuance of securities is contingent upon.  It is
unclear from your disclosure why you will not or may not issue the securities.
Manufacturing, Assembly and Operations, page 251
18.We note the new facility you mention.  Please clarify the cost to construct it and the
source or sources of capital you intend to use.
Intellectual Property, page 252
19.Please revise to clarify the material terms of the licenses mentioned in this section,
including the claims covered by the patents you mention, duration of the agreements and
the amounts due in exchange for the license.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Intuitive Machines
Backlog, page 256
20.Please clarify and reconcile the backlog amounts disclosed and discussed in MD&A
relative to the remaining performance obligations as of each balance sheet date disclosed
in the notes to the annual and interim financial statements.

Results of Operations, page 260
21.Please revise the discussion of the results of operations to more fully address the
following:
•Provide a summary of the material contracts that impacted results of operations that
includes the amounts of revenue recognized during each period, the remaining

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amounts of revenue to be recognized, and the estimated completion dates;
•Explain the facts and circumstances that resulted in the contract losses recorded
during the year ended December 31, 2021 and the period ended June 30, 2022,
including the reasons why initial cost estimates were required to be revised;
•Disclose and discuss changes in cost of revenue as a percent of revenue; and
•Clarify the disclosure related to "contract loss amortization" since we assume contract
losses are recorded when evident.
Inflection Point Acquisition Corp. Notes to Financial Statements
Note 1 - Organization, Business Operations and Going Concern, page F-9
22.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
Consolidated Financial Statements - Intuitive Machines
2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Revenue Recognition, page F-52
23.In regard to the disclosures related to contract costs, please more fully explain the nature
and circumstances when certain costs are capitalized and amortized across the life of the
contract.
24.In regard to the disclosures related to contract estimates and modifications, please clarify
if and how the contract losses disclosed on page F-54 are related to/included in the
contract losses disclosed in Note 3.
3. Revenue , page F-57
25.Please disclose the amount of revenue recognized during each period presented that was
included in contract liabilities at the beginning of each period as required by ASC 606-10-
50-8.
General
26.We note the Series A preferred stock investment described throughout your document.
Please revise to clarify whether that series will remain outstanding after the transactions
described in your disclosure.  In this regard, the chart on page 33 indicates preferred stock
will be outstanding, but your disclosure on page 223 states that no shares of preferred
stock will be outstanding.
27.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your disclosure.
28.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has

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substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
29.Please expand to identify the principal factors contributing to any inflationary pressures
the target company has experienced and clarify the resulting impact to it.   Please revise to
identify actions planned or taken, if any, to mitigate inflationary pressures.
30.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business. Discuss the measures you have taken to mitigate these risks.
31.Please provide us with any correspondence between you and Citi relating to Citi's refusal
to serve as financial advisor and refusal to waive its deferred fee.
32.Please revise your disclosure to highlight for investors that Citi's refusal to serve as
financial advisor indicates that it does not want to be associated with the disclosure or
underlying business analysis related to the transaction. In addition, revise your disclosure
to caution investors that they should not place any reliance on the fact that Citi had been
previously involved with the SPAC.
33.Please discuss the potential impact on the transaction related to Citi's refusal to serve as
financial advisor. We note that Citi was an underwriter for the IPO of the SPAC. If Citi
would have played a role in the closing, please revise to identify the party who will be
filling Citi's role.
34.Please describe what relationship existed between Citi and the SPAC after the close of the
IPO, including any financial or merger-related advisory services conducted by Citi. For
example, clarify whether Citi had any role in the identification or evaluation of business
combination targets.
35.Tell us whether Citi was involved in the preparation of any disclosure that is included in
the Form S-4 registration statement, including any analysis underlying disclosure in the
registration statement. If so, clarify their involvement, whether they have retracted any
work product associated with the transaction, and the risk of such withdrawal and reliance
on their expertise. Further, if true, please clarify that Ci