SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Inflection Point Holdings LLC (Last) (First) (Middle) 167 MADISON AVENUE, SUITE 205 #1033 (Street) NEW YORK NY 10016 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Intuitive Machines, Inc. [ LUNR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 02/10/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/10/2023		M(1)		8,243,750	A	(1)	8,243,750	D(2)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares, par value $0.0001 per share	(1)	02/10/2023		M(1)			8,243,750	(1)	(1)	Class A ordinary shares, par value $0.0001 per share	8,243,750	$0	0	D(2)(4)
Warrants to purchase Class A Common Stock	$11.5	02/13/2023		A(3)		6,845,000		03/15/2023	02/13/2028	Class A Common Stock, par value $0.0001 per share	6,845,000	$1	6,845,000	D(2)(4)

Explanation of Responses:

1. 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.

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

3. 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.

4. 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.

Remarks:

Inflection Point Holdings LLC may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Michael Blitzer is a member of the board of directors of the Issuer. Guy Shanon stepped down from the board of directors of the Issuer in connection with Closing.

	/s/ Russell Deutsch, Attorney-in-Fact for Inflection Point Holdings LLC	02/14/2023
	** Signature of Reporting Person	Date
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