UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Inflection Point Acquisition Corp.

(Name of Issuer)

Class A ordinary shares

(Title of Class of Securities)

G47874121

(CUSIP Number)

Michael Blitzer

Kingstown Capital Management L.P.

34 East 51^st Street, 5^th Floor

New York, New York 10022

(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)

November 30, 2022

(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.

END OF COVER PAGES

 EXPLANATORY NOTE

This Amendment No. 2 to Schedule 13D (this “Second Amendment”) amends 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,” and the Original 13D as amended by the First Amendment, the “Schedule 13D”) by: (1) Kingstown Capital Management L.P. (“KCM”), (2) Kingstown Management GP LLC (“KMGP”), (3) Michael Blitzer (“Mr. Blitzer”), (4) Guy Shanon (“Mr. Shanon”), (5) Inflection Point Holdings LLC (the “Sponsor”), (6) Kingstown 1740 Fund L.P. (“Kingstown 1740”), and (7) Kingstown Capital Partners LLC (“KCP”) (each, a Reporting Person” and collectively, the “Reporting Persons”) with respect to the Class A ordinary shares, par value $0.0001 per share, (the “Class A Ordinary Shares”), of Inflection Point Acquisition Corp. (the “Issuer”).

Capitalized terms used and not otherwise defined in this Second Amendment have the meanings ascribed to them in the Schedule 13D. Except as expressly amended and supplemented by this Second 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.

Item 3 is hereby amended and supplemented as follows:

Kingstown 1740 will purchase 21,000 Series A Preferred Stock and 437,500 Preferred Investor Warrants (each as defined in Item 6 below) for an aggregate purchase price of $21,000,000 using working capital.

Item 4 is hereby amended and supplemented as follows:

To the extent required by Item 4, the information contained in Item 3 and Item 6 of the Schedule 13D as amended by this Second Amendment is incorporated herein by reference.

On September 16, 2022, the Issuer entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), with Intuitive Machines, LLC, a Texas limited liability company (“Intuitive Machines”).

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

(c) Except for the transactions described in Items 4 and 6, the Reporting Persons have not engaged in any transaction during the past 60 days involving the ordinary shares of the Issuer.

The subsection entitled “Forward Purchase Agreement” under Item 6 is hereby amended and supplemented as follows:

In light of the execution of the Series A Purchase Agreement, as previously disclosed, the Issuer does not intend to ask the Forward Purchasers to purchase, and the Forward Purchasers do not intend to purchase, any Forward Purchase Shares under the Forward Purchase Agreement. Accordingly, on November 30, 2022, the Issuer and the Forward Purchasers entered into a termination agreement (the “FPA Termination Agreement”) to terminate the Forward Purchase Agreement.

The foregoing description of the FPA Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the FPA Termination Agreement, a copy of which is filed as Exhibit 7.11 to this Second Amendment and which is incorporated herein by reference.

Item 6 is hereby amended and supplemented as follows:

Series A Purchase Agreement

Through a private placement investment and pursuant to a securities purchase agreement with the Issuer, dated September 16, 2022 (the “Series A Purchase Agreement”), Kingstown 1740 has committed to purchase an aggregate of (i) 21,000 shares of 10% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) which will be convertible into shares of Class A common stock of the post-Business Combination company (“New Intuitive Machines”) in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) to be adopted by the Issuer’s board of directors and (ii) warrants to purchase 437,500 shares of Class A common stock of New Intuitive Machines at an initial exercise price of $15.00 per share, subject to adjustment (the “Preferred Investor Warrants”) in accordance with the terms of the Preferred Investor Warrants, for an aggregate purchase price of $21,000,000 substantially concurrently with the closing of the Business Combination.

The foregoing descriptions of the Series A Purchase Agreement, the Series A Preferred Stock, the Certificate of Designation and the Preferred Investor Warrants do not purport to be complete and are qualified in their entirety by reference to the Series A Purchase Agreement, the form of Certificate of Designation and the form of Preferred Investor Warrant, copies of which are filed as Exhibits 7.07, 7.08 and 7.09, respectively, to this Second Amendment and which are incorporated herein by reference.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor entered into a sponsor support agreement, by and among the Sponsor, the Issuer and Intuitive Machines, (the “Sponsor Support Agreement”) pursuant to which the Sponsor agreed to, among other things, vote and approve the Business Combination Agreement and all other documents and transaction contemplated thereby, and to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to the rate that the Class B Ordinary Shares convert into Class A Ordinary Shares in connection with the transactions contemplated by the Business Combination Agreement, in each case, subject to the terms and conditions of the Sponsor Support Agreement. In connection with the Sponsor Support Agreement, the Issuer provided the Sponsor with indemnification against certain claims brought against the Sponsor for a period of six years following the closing of the Business Combination.

Non-Redemption Agreement

Concurrently with the execution of the Business Combination Agreement, the Issuer and Intuitive Machines entered into a non-redemption agreement with Kingstown 1740, pursuant to which Kingstown 1740 agreed not to redeem the 2,900,000 Class A Ordinary Shares held by it in connection with the Business Combination.

The foregoing descriptions of the Series A Purchase Agreement, the Series A Preferred Stock, the Certificate of Designation, the Preferred Investor Warrants, the Sponsor Support Agreement and the Non-Redemption Agreement do not purport to be complete and are qualified in their entirety by reference to the Series A Purchase Agreement, the form of Certificate of Designation, the form of Preferred Investor Warrant, the Sponsor Support Agreement and the Non-Redemption Agreement, copies of which are filed as Exhibits 7.07, 7.08, 7.09, 7.06 and 7.10, respectively, to this Second Amendment and which are incorporated herein by reference.

SIGNATURES

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

Dated: December 7, 2022