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December 1, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Alex King & Geoffrey Kruczek

 Re: Inflection Point Acquisition Corp.

Registration Statement on Form S-4

Filed October 13, 2022

File No. 333-267846

Dear Mr. King / Mr. Kruczek:

On behalf of our client, Inflection
Point Acquisition Corp., a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Staff”) contained in the Staff’s letter dated November 9, 2022 (the “Comment Letter”),
with respect to the above-referenced Registration Statement on Form S-4, filed on October 13, 2022 (the “Registration Statement”).

The Company has filed via
EDGAR Amendment No.1 to the Registration Statement (“Amendment No.1”), which reflects the Company’s responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to
page numbers in Amendment No.1. Capitalized terms used but not defined herein have the meanings set forth in Amendment No.1.

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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 16-17 to reflect dilution assuming issuance of all securities under
existing agreements. The Company advises the Staff that the forward purchase agreement was terminated as of November 30, 2022 by mutual
consent of the parties thereto, and therefore, no adjustments were made to the tables in respect of forward purchase shares.

Comparative Historical and Unaudited Pro Forma
Combined Per Share Information of Inflection Point and Intuitive 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 shown in the IPAX Historical columns here.

Response: In response to the
Staff’s comment, the Company has revised the disclosure in the table on page 57.

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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.

Response: In response
to the Staff’s comment, the Company has updated the risk factor section on page 95.

Redemption Rights, page 100

 4. Reconcile the 20% reference here with the 15% reference in your IPO prospectus.

Response: In response to the Staff’s
comment, the Company advises the Staff that while the IPO prospectus references a 15% redemption limit, the Company’s amended and
restated memorandum and articles of association actually are more permissive, as they provide a 20% redemption limit. Accordingly, the
reference to a 20% redemption limit is correct.

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.

Response: On November 27, 2022,
Citi waived its entitlement to the deferred underwriting discount solely with respect to the Business Combination. The Company has revised
the disclosure on pages 26, 40, 51, 64-65, 116, 141, 142 and 144.

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?

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 154-156.

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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 187-189. The Company advises the Staff that the opinion required
by Item 601(b)(8) of Regulation S-K will be filed with a future amendment.

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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 16, 22, 25, 39-40, 48, 55-56, 60-61, 135-136, 205-207, 215, 235, 246, F-13 and F-38.

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 9. Please more fully explain to us how and why you determined not to reflect the potential Tax Receivable
Agreement in the pro forma financial statements.

Response: The Company acknowledges the
Staff's comment and advises the Staff that it did not include the impact of the Tax Receivable Agreement in the pro forma financial statements
because none of the TRA Holders are expected to exchange any of their Intuitive Machines OpCo Common Units before or at the time of closing
of the Business Combination. Additionally, the Company does not plan to terminate the TRA in the near term. Because no units that are
subject to the TRA will be exchanged at or prior to the closing of the Business Combination and the Company does not anticipate terminating
the TRA obligation in the near term, the unaudited pro forma condensed combined financial information does not assume that any equity
holders of Intuitive Machines OpCo have exchanged Intuitive Machines OpCo Common Units that would create an obligation under the Tax Receivable
Agreement.

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.

Response: In response to the
Staff's comment, the Company has revised Note 2.B on page 213.

The Company advises the Staff that,
simultaneously with the execution of the Business Combination Agreement, the Series A Investors agreed to purchase (i) an aggregate
of 26,000 shares of Series A Preferred Stock and (ii) the Preferred Investor Warrants to purchase 541,667 shares of New Intuitive
Machines Class A Common Stock at an initial exercise price of $15.00 per share, subject to adjustment, for an aggregate purchase
price of $26,000,000. Accordingly, upon consummation of the Business Combination, 26,000 shares of Series A Preferred Stock will be issued
to the Series A Investors. Each share of Series A Preferred Stock is convertible into shares of New Intuitive Machines Class A Common
Stock at an initial conversion ratio determined by dividing the Stated Value of each share of Series A Preferred Stock ($1,000 per share)
by the conversion price in effect at the time of conversion (initially, $12.00), with the conversion price subject to adjustment as set
forth in the Certificate of Designation. At the initial conversion ratio, the 26,000 shares of Series A Preferred Stock that will be outstanding
upon Closing, can be converted into approximately 2.2 million shares of New Intuitive Machines Class A Common Stock.

The Company determined that the Series
A Preferred Stock should not be classified as a liability pursuant to ASC 480, due to the fact that (i) it is not a mandatorily redeemable
financial instrument, (ii) it represents an outstanding share, and (iii) it is convertible into a fixed number of shares. The Series A
Preferred Stock is redeemable at the option of the holder at a purchase price equal to the Accrued Value (i.e., Stated Value, plus accrued
dividends paid in kind, plus accrued, but unpaid dividends) at any time after the 5th anniversary of the Closing. Therefore, the Series
A Preferred Stock is required to be classified outside of permanent equity pursuant to ASC 480-10-S99.

The Preferred Investor Warrants issued
with the Series A Preferred Stock are exercisable for Class A Common Stock of the Company. The Preferred Investor Warrants were evaluated
and deemed not to be a liability, the Preferred Investor Warrants were determined to meet the definition of a derivative, but qualified
for the scope exception for instruments in an entity's own equity as the Preferred Investor Warrants are indexed to the Company's own
stock and meet the criteria for equity classification.

 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.

Response: In response to the
Staff's comment, the Company has revised the pro forma section on pages 214 and 217. The Company advises the Staff that upon closing of
the Business Combination, the SAFE liability is expected to convert into approximately 2.1 million shares of New Intuitive Machines Class
A Common Stock. The conversion rate was determined as the purchase amount of each SAFE Agreement divided by the conversion price (equal
to the Redemption Price per share), which included a 10% discount rate in some cases, as defined in the SAFE Agreements.

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 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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 214. The Company revised the computations so net assets is representative
of total assets less total liabilities.

The Company advises the Staff that with
respect to the difference between the 24.9 million shares calculated and the 30.0 million Public Shares to be redeemed, this relates to
the additional shares of New Intuitive Machines Class A Common Stock that can be issued under the Equity Facility with CFPI. These 5.1
million shares have been included as issued under the Maximum redemption scenario.

 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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 215.

 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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure in note 2.G on page 214. The Company advises the Staff that the pro forma value
of the Earn Out was estimated using a Monte Carlo simulation model. The significant assumptions utilized in estimating the fair value
of the Earn Out include the following: (i) Inflection Point stock price of $10.00; (ii) a dividend yield of 0.0%; (iii) a risk-free rate
of 3.96%; and (iv) expected equity volatility of 100.0%. Changes in these assumptions would be expected to impact the fair value of the
Earn Out. The achievement of certain contractual terms would also impact the fair value of the Earn Out; for example, Triggering Event
I occurs if Intuitive Machines is awarded the OMES III Contract by NASA, during the applicable Earn-Out Period. As the earnout arrangement is a pro rata distribution to Class A Sellers (as defined in the Business Combination Agreement), the offsetting
entry should be reflected in the same manner as if the entity declared a pro rata dividend to its common shareholders. Therefore, the
offset to the entry has been revised to additional paid-in-capital (absent positive retained earnings). Any future changes in fair value
of the earnout shares will be reflected against the liability and additional paid-in-capital fo