Filed by Inflection Point Acquisition Corp. pursuant
to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Inflection Point Acquisition
Corp. (File No. 001-40823)
Intuitive Machines Opens Houston’s First
Engine Verification Facility
HOUSTON, TX – Nov 1, 2022 – Intuitive Machines,
LLC (“Intuitive Machines” or the “Company”), a leading space exploration, infrastructure, and services company,
today opened its Small Engine Verification Facility (“Flame Range”).
The Flame Range is located within Intuitive Machines’ 12.5-acre
lot at the Houston Spaceport, where Intuitive Machines is completing the construction on its 100,000 square feet Lunar Production and
Operations Center (“LPOC”) with contractor Burns & McDonnell, and consulting by Griffin Partners. The Flame Range is a
state-of-the-art testing facility, specifically designed to further develop, test, and vacuum-qualify Intuitive Machines’ advanced
cryogenic engines to deliver payloads to the Moon. Moving into the Flame Range, and soon into the larger LPOC facility, is expected to
enable Intuitive Machines to accelerate the development of its larger capacity lunar landers and expand its Space Products and Infrastructure
business line.
Intuitive Machines is proud to partner with the City of Houston and
the Houston Airport System, which are helping to finance the $40 million LPOC project that will make Intuitive Machines an anchor tenant
at the Houston Spaceport.
Intuitive Machines’ liquid methane, liquid oxygen cryogenic engine,
designed as an environmentally friendly, cost-effective, and reliable lunar delivery engine, supports NASA’s $93 billion Artemis
Program and growing commercial demand for lunar access.
“In 1969, the first word spoken on the Moon was ‘Houston,’
and Intuitive Machines will continue to lead the United States back to the lunar surface with advanced propulsion engines made in Houston,”
said Steve Altemus, Co-Founder, President, and Chief Executive Officer of Intuitive Machines. “Moving into our bespoke Small Engine
Verification Facility, affectionately known as the Flame Range, thrusts Intuitive Machines onto a fast track for advanced larger engine
development to support the entire industry.”
“Intuitive Machines grew up as a company alongside the Houston
Spaceport and we’re proud to build upon that foundation with the strong commitment and support from the City of Houston”,
said Jack Fischer, Vice President of Strategic Programs at Intuitive Machines. “We join the City of Houston, State of Texas, and
vibrant local aerospace community in ensuring that ‘Space City’ isn’t just a tired moniker from the past, but a vibrant
battle-cry of the future space economy.”
Intuitive Machines expects to conduct its first propulsion test inside
the Flame Range later this month. The Company anticipates the construction of its LPOC facility to be completed in the fourth quarter
of 2023.
| ● | “We are Space City for a reason, and companies like Intuitive Machines make Houston proud! This unique facility will drive the
next-generation lunar technology and will be essential for future space missions for decades to come,” said Houston Mayor Sylvester
Turner. “Intuitive Machines’ continued impact in the aerospace industry is immeasurable, and our region will benefit tremendously
from the work of bright and innovative Houstonians as they support humankind’s desire to explore the final frontier.” |
| ● | “Intuitive Machines continues to make an indelible imprint and impact on the landscape of long-term lunar infrastructure,”
said Arturo Machuca, Director of the Houston Spaceport. “The Flame Range is indicative of the passion and innovation that Intuitive
Machines has become well-known for in less than a decade of existence. The company’s attention to detail and pursuit of the highest-quality
product is imperative as the United States returns to outer space and continues to cross boundaries. Houston Spaceport is so proud to
be associated with them.” |
As previously announced on September 16, 2022, Intuitive Machines signed
a definitive business combination agreement with Inflection Point Acquisition Corp. (Nasdaq: IPAX, IPAXU, IPAXW), a publicly traded special
purpose acquisition company, that is expected to result in Intuitive Machines becoming publicly listed. Completion of the transaction
is subject to approval by Inflection Point’s shareholders, the Registration Statement being declared effective by the Securities
and Exchange Commission (the “SEC”), and other customary closing conditions.
About Intuitive Machines
We are a diversified space company focused on space exploration. We
supply space products and services to support sustained robotic and human exploration to the Moon, Mars, and beyond. Our products and
services are offered through our four business units: Lunar Access Services, Orbital Services, Lunar Data Services, and Space Products
and Infrastructure. For more information, please visit intuitivemachines.com.
![](https://content.edgar-online.com/edgar_conv_img/2022/11/01/0001213900-22-068255_image_001.jpg)
About Inflection Point Acquisition Corp.
Inflection Point Acquisition Corp. (Nasdaq: IPAX, IPAXU, IPAXW) is
a blank check company formed for the purpose of identifying and partnering with North American and European businesses in the consumer
and technology sectors. Inflection Point’s financial sponsor is an affiliate of Kingstown Capital Management, LP, an investment
firm with AUM from some of the world’s largest endowments and foundations and more than 15 years of operating history. For more
information, please visit: inflectionpointacquisition.com.
Additional Information and Where to Find It
This press release relates to a proposed transaction between Intuitive
Machines and Inflection Point (the “Business Combination”). In connection with the Business Combination, Inflection Point
has filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a preliminary proxy
statement/prospectus to be distributed to holders of Inflection Point’s ordinary shares in connection with Inflection Point’s
solicitation of proxies for the vote by Inflection Point’s shareholders with respect to the Business Combination and other matters
as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to Intuitive Machines
equity holders in connection with the Business Combination. After the Registration Statement has been filed and declared effective, Inflection
Point will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes
information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to Inflection Point’s
shareholders in connection with the Business Combination. Inflection Point will also file other documents regarding the Business Combination
with the SEC. Before making any voting decision, investors and security holders of Inflection Point and Intuitive Machines are urged to
read the Registration Statement, the proxy statement/prospectus contained therein, and all other relevant documents filed or that will
be filed with the SEC in connection with the Business Combination as they become available because they will contain important information
about the Business Combination.
Investors and security holders will be able to obtain free copies of
the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by
Inflection Point through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Inflection Point may be
obtained free of charge from Inflection Point’s website at www.inflectionpointacquisition.com or by written request to Inflection
Point at Inflection Point Acquisition Corp., 34 East 51st Street, 5th Floor, New York, NY 10022.
No Offer or Solicitation
This press release is for informational purposes only and shall neither
constitute an offer to sell nor the solicitation of an offer to buy any securities, nor a solicitation of a proxy, vote, consent or approval
in any jurisdiction in connection with the Business Combination, nor shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act,
or an exemption therefrom.
Forward Looking Statements
This press release contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the Business Combination. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially
from the expected results. Many factors could cause actual future events to differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all,
which may adversely affect the price of Inflection Point’s securities, (ii) the risk that the Business Combination may not be completed
by Inflection Point’s business combination deadline and the potential failure to obtain an extension of the business combination
deadline if sought by Inflection Point, (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including
the receipt of the requisite approvals of Inflection Point’s shareholders and Intuitive Machines’ equity holders, respectively,
and the receipt of certain governmental and regulatory approvals, (iv) the occurrence of any event, change or other circumstance that
could give rise to the termination of the business combination agreement, (v) the effect of the announcement or pendency of the Business
Combination on Intuitive Machines’ business relationships, performance, and business generally, (vi) risks that the Business Combination
disrupts current plans of Intuitive Machines and potential difficulties in Intuitive Machines employee retention as a result of the Business
Combination, (vii) the outcome of any legal proceedings that may be instituted against Intuitive Machines or against Inflection Point
related to the agreement and plan of merger or the Business Combination, (viii) the ability to maintain the listing of Inflection Point’s
securities on Nasdaq, (ix) the price of Inflection Point’s securities may be volatile due to a variety of factors, including changes
in the competitive and highly regulated industries in which Intuitive Machines plans to operate, variations in performance across competitors,
changes in laws and regulations affecting Intuitive Machines’ business and changes in the combined capital structure, (x) the ability
to implement business plans, forecasts, and other expectations after the completion of the Business Combination and identify and realize
additional opportunities, (xi) the impact of the global COVID-19 pandemic, (xii) the market for commercial human spaceflight has not been
established with precision, it is still emerging and may not achieve the growth potential Intuitive Machines expects or may grow more
slowly than expected, (xiii) space is a harsh and unpredictable environment where Intuitive Machines’ products and service offerings
are exposed to a wide and unique range of environmental risks, which could adversely affect Intuitive Machines’ launch vehicle and
spacecraft performance, (xiv) Intuitive Machines’ business with various governmental entities is subject to the policies, priorities,
regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto,
(xv) Intuitive Machines’ limited operating history makes it difficult to evaluate its future prospects and the risks and challenges
they may encounter and (xvi) other risks and uncertainties described in Inflection Point’s registration statement on Form S-1 (File
No. 333-253963), which was originally filed with the SEC on September 21, 2021 (the “Form S-1”), in its Annual Report on Form
10-K for the year ended 2021 and its subsequent Quarterly Reports on Form 10-Q, the Registration Statement, the proxy statement/prospectus
contained therein, and any other documents filed by Inflection Point from time to time with the SEC. The foregoing list of factors is
not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must
not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should
carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of
the Form S-1, the Annual Report on Form 10-K for the year ended 2021, the Quarterly Reports on Form 10-Q, the Registration Statement,
the proxy statement/prospectus contained therein, and the other documents filed by Inflection Point from time to time with the SEC. These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from
those contained in the forward-looking statements. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has
caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Readers are cautioned not
to put undue reliance on forward-looking statements, and Intuitive Machines and Inflection Point assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required
by securities and other applicable laws. Neither Intuitive Machines nor Inflection Point gives any assurance that either Intuitive Machines
or Inflection Point, respectively, will achieve its expectations.
Participants in the Solicitation
Inflection Point and Intuitive Machines and their respective directors
and officers may be deemed to be participants in the solicitation of proxies from Inflection Point’s shareholders in connection
with the Business Combination. Information about Inflection Point’s directors and executive officers and their ownership of Inflection
Point’s securities is set forth in Inflection Point’s filings with the SEC. To the extent that holdings of Inflection Point’s
securities have changed since the amounts printed in Inflection Point’s Annual Report on Form 10-K for the year ended 2021, such
changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding
the interests of those persons and other persons who may be deemed participants in the Business Combination may be obtained by reading
the proxy statement/prospectus regarding the Business Combination when it becomes available. You may obtain free copies of these documents
as described in the preceding paragraph.
Contacts
For investor inquiries:
investors@intuitivemachines.com
For media inquiries:
press@intuitivemachines.com
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