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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)

 

Intuitive Machines, Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

46125A 100

(CUSIP Number)

 

Michael Blitzer

167 Madison Avenue, Suite 205 #1033

New York, New York 10016

(212) 319-1309

 

Copy to:

 

Joel L. Rubinstein

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

(212) 819-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 25, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

CUSIP No. 46125A 100 SCHEDULE 13D Page 2 of 4 Pages
1  

NAME OF REPORTING PERSONS

Michael Blitzer

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS

AF, PF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH REPORTING

PERSON

WITH

   7  

SOLE VOTING POWER

0

  8  

SHARED VOTING POWER

4,200,798(1)(2)

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

4,200,798(1)(2)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,200,798 (1)(2)(3)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.8%(3)

14.  

TYPE OF REPORTING PERSON

IN

 

(1) The reported shares consist of 1,662,673 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Intuitive Machines, Inc. (the “Issuer”) held by Michael Blitzer (“Mr. Blitzer”) and 2,538,125 shares of Class A Common Stock that may be purchased by exercising warrants held by Mr. Blitzer.
(2) Excludes 18,321 restricted stock units (“RSUs”) granted to Mr. Blitzer on June 23, 2023, 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.
(3) Based on 53,618,184 shares of Class A Common Stock outstanding, consisting of (i) 51,080,059 shares of Class A Common Stock outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 25, 2024 plus (ii) 2,538,125 shares of Class A Common Stock underlying warrants held by Mr. Blitzer.

 

END OF COVER PAGES

 

 

 

 

CUSIP No. 46125A 100 SCHEDULE 13D Page 3 of 4 Pages

 

EXPLANATORY NOTE

 

This Amendment No. 6 to Schedule 13D (this “Sixth Amendment”) filed by Michael Blitzer (“Mr. Blitzer”) amends, with respect to Mr. Blitzer, the report on Schedule 13D filed on October 4, 2021 (the “Original 13D” as amended by Amendment No. 1 to Schedule 13D filed on November 2, 2021 (the “First Amendment,”), as amended by Amendment No. 2 to Schedule 13D filed on December 7, 2022 (the “Second Amendment”), as amended by Amendment No. 3 to Schedule 13D filed on February 24, 2023 (the “Third Amendment”), as amended by Amendment No. 4 to Schedule 13D filed on August 16, 2023 (the “Fourth Amendment”) and as amended by Amendment No. 5 to Schedule 13D filed on September 8, 2023 (the “Fifth Amendment”, and the Original 13D as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment, the “Schedule 13D”) by amongst other reporting persons, Mr. Blitzer, with respect to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Intuitive Machines, Inc. (f/k/a Inflection Point Acquisition Corp.) (the “Issuer”).

 

Capitalized terms used and not otherwise defined in this Sixth Amendment have the meanings ascribed to them in the Schedule 13D. Except as expressly amended and supplemented by this Sixth Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.

 

This Sixth Amendment is filed to report (i) that all of the warrants held by Mr. Blitzer are immediately exercisable for shares of Class A Common Stock, notwithstanding the 9.8% beneficial ownership blocker that Mr. Blitzer previously implemented, because the Issuer has sufficient shares of Class A Common Stock outstanding such that Mr. Blitzer would not, upon exercise of all warrants held by him, own greater than 9.8% 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 and (ii) the changes in Mr. Blitzer’s percentage ownership due to the increased number of shares of Class A Common Stock outstanding and the immediate exercisability of the warrants held by Mr. Blitzer as described in clause (i).

 

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a) and (b) The information contained on the cover pages to this Sixth Amendment are incorporated herein by reference.

 

(c) Except that all of the warrants held by Mr. Blitzer have become immediately exercisable, as described in this Sixth Amendment, Mr. Blitzer has not effected any transactions in the Issuer’s Class A Common Stock during the past 60 days.

 

(d) None.

 

(e) Not applicable.

  

 

 

 

CUSIP No. 46125A 100 SCHEDULE 13D Page 4 of 4 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: April 15, 2024

 

/s/ Michael Blitzer  
Name:   Michael Blitzer