Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 8, 2023, Inflection Point Acquisition Corp. ("Inflection Point" or the "Company") held an extraordinary general meeting (the "Extraordinary General Meeting"). At the Extraordinary General Meeting, a total of 33,753,152 (81.89%) of the Company's issued and outstanding ordinary shares held of record as of January 10, 2023, the record date for the Extraordinary General Meeting, were present either in person or by proxy, which constituted a quorum. The shareholders voted on the following proposals at the Extraordinary General Meeting, each of which was described in more detail in the Company's definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on January 24, 2023 (the "Proxy Statement/Prospectus").

1. The Business Combination Proposal. To consider and vote upon a proposal to


   approve, by ordinary resolution, the Business Combination Agreement, dated as
   of September 16, 2022 (as the same may be amended, the "Business Combination
   Agreement"), by and between Inflection Point and Intuitive Machines, LLC, a
   Texas limited liability company ("Intuitive Machines" and, subsequent to the
   Business Combination, "Intuitive Machines OpCo"), pursuant to which, at the
   closing of the transactions contemplated by the Business Combination Agreement
   (the "Closing") and following the Domestication (as defined below),
   (a) Inflection Point will acquire equity securities of and become the managing
   member of Intuitive Machines OpCo and (b) Inflection Point will issue voting
   equity securities without economic rights to the members of Intuitive Machines
   prior to the Closing ("Intuitive Machines Members") (such transactions and the
   Domestication (as defined below) together with the other transactions
   contemplated by the Business Combination Agreement, the "Business
   Combination"), resulting in a combined company organized in an umbrella
   partnership C corporation structure in which substantially all of the assets
   and the business of the combined company will be held by Intuitive Machines
   OpCo as described in more detail in the Proxy Statement/Prospectus (the
   "Business Combination Proposal"). The Business Combination Proposal was
   approved. The final voting tabulation for this proposal was as follows:




   FOR        AGAINST     ABSTAIN

23,583,061   10,170,081     10

2. The Domestication Proposal. To consider and vote upon a proposal to approve,


   by special resolution, a change in the corporate structure and domicile of
   Inflection Point, which will be accomplished by continuation of Inflection
   Point from an exempted company incorporated in accordance with the laws of the
   Cayman Islands to a corporation incorporated under the laws of the State of
   Delaware (the "Domestication"). The Domestication will be effected at least
   one day prior to the Closing by Inflection Point filing a certificate of
   corporate domestication and the proposed new certificate of incorporation of
   New Intuitive Machines (the "Proposed Certificate of Incorporation") with the
   Delaware Secretary of State and filing an application to de-register with the
   Registrar of Companies of the Cayman Islands. Upon the effectiveness of the
   Domestication, Inflection Point will become a Delaware corporation and will
   change its corporate name to "Intuitive Machines, Inc." (Inflection Point
   following the Domestication and the Business Combination, "New Intuitive
   Machines") and all outstanding securities of Inflection Point will convert to
   outstanding securities of New Intuitive Machines, as described in more detail
   in the Proxy Statement/Prospectus (the "Domestication Proposal"). The
   Domestication Proposal was approved. The final voting tabulation for this
   proposal was as follows:




   FOR        AGAINST     ABSTAIN
23,583,061   10,170,081     10

3. Stock Issuance Proposal. To consider and vote upon a proposal to approve, by


   ordinary resolution, for purposes of complying with the applicable provisions
   of Nasdaq Listing Rules 5635(a) and (b), the issuance of New Intuitive
   Machines Common Stock (as defined in the Proxy Statement/Prospectus) and
   securities convertible into or exercisable for New Intuitive Machines Common
   Stock (i) to the Series A Investors pursuant to the Series A Investment (each
   as defined in the Proxy Statement/Prospectus), (ii) to the Intuitive Machines
   Members pursuant to the Business Combination Agreement and (iii) to any other
   persons pursuant to subscription, purchase or similar agreements we may enter
   into prior to Closing ("Stock Issuance Proposal"). The Stock Issuance Proposal
   was approved. The final voting tabulation for this proposal was as follows:




   FOR        AGAINST     ABSTAIN

22,330,846   11,422,296     10




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4. The Organizational Documents Proposal. To consider and vote upon a proposal


   to approve, by special resolution, the Proposed Certificate of Incorporation
   and the proposed new by-laws (the "Proposed By-Laws" and, together with the
   Proposed Certificate of Incorporation, the "Proposed Organizational
   Documents") of New Intuitive Machines in connection with the Business
   Combination ("Organizational Documents Proposal"). The Organizational
   Documents Proposal was approved. The final voting tabulation for this proposal
   was as follows:




   FOR        AGAINST     ABSTAIN

23,583,061   10,170,081     10

5. The Advisory Organizational Documents Proposals. To consider and vote upon the


   following seven separate proposals (collectively, the "Advisory Organizational
   Documents Proposals"),  to approve on an advisory non-binding basis by special
   resolution, with respect to the material differences between the Cayman
   Constitutional Documents(as defined in the Proxy Statement/Prospectus)  and
   the Proposed Organizational Documents:




  A. Advisory Organizational Documents Proposal 5A. Under the Proposed
     Organizational Documents, New Intuitive Machines would be authorized to issue
     (A) 500,000,000 shares of Class A common stock, par value $0.0001 per share
     ("New Intuitive Machines Class A Common Stock"), (B) 100,000,000 shares of
     Class B common stock, par value $0.0001 per share ("New Intuitive Machines
     Class B Common Stock"), (C) 100,000,000 shares of Class C common stock, par
     value $0.0001 per share ("New Intuitive Machines Class C Common Stock"), and
     (D) 25,000,000 shares of New Intuitive Machines preferred stock, par value
     $0.0001 per share  ("Advisory Organizational Documents Proposal 5A"). The
     Advisory Organizational Documents Proposal 5A was not approved. The final
     voting tabulation for this proposal was as follows:




   FOR        AGAINST     ABSTAIN
19,597,876   14,155,265     11




  B. Advisory Organizational Documents Proposal 5B. The Proposed Organizational
     Documents would authorize a multi-class common stock structure pursuant to
     which the holders of New Intuitive Machines Class A Common Stock and New
     Intuitive Machines Class B Common Stock will be entitled to one vote per
     share and holders of New Intuitive Machines Class C Common Stock will be
     entitled to three votes per share ("Advisory Organizational Documents
     Proposal 5B"). The Advisory Organizational Documents Proposal 5B was not
     approved. The final voting tabulation for this proposal was as follows:




   FOR        AGAINST     ABSTAIN
19,597,785   14,155,356     11




  C. Advisory Organizational Documents Proposal 5C. The Proposed Organizational
     Documents would adopt a provision providing that each outstanding share of
     New Intuitive Machines Class C Common Stock shall automatically convert into
     one share of New Intuitive Machines Class B Common Stock upon the earliest to
     occur of (i) the date that is seven years from the effectiveness of the
     Proposed Certificate of Incorporation and (ii) the first date when the
     Permitted Class C Owners (as defined in the Proposed Certificate of
     Incorporation) collectively cease to own at least 33.0% of the number of
     shares of New Intuitive Machines Class C Common Stock collectively held by
     them as of immediately following the Closing ("Advisory Organizational
     Documents Proposal 5C"). The Advisory Organizational Documents Proposal 5C
     was approved. The final voting tabulation for this proposal was as follows:




   FOR        AGAINST     ABSTAIN
23,583,050   10,170,091     11




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  D. Advisory Organizational Documents Proposal 5D. The Proposed Organizational
     Documents would adopt (a) Delaware as the exclusive forum for certain
     stockholder litigation and (b) the federal district courts of the United
     States of America as the exclusive forum for the resolution of any complaint
     asserting a cause of action arising under the Securities Act of 1933, as
     amended ("Advisory Organizational Documents Proposal 5D"). The Advisory
     Organizational Documents Proposal 5D was not approved. The final voting
     tabulation for this proposal was as follows:




   FOR        AGAINST     ABSTAIN
19,597,897   14,155,245     10




  E. Advisory Organizational Documents Proposal 5E. The Proposed Certificate of
     Incorporation would require the affirmative vote of at least two-thirds of
     the total voting power of all then-outstanding shares of New Intuitive
     Machines to amend, alter, repeal or rescind any provision of the Proposed
     Certificate of Incorporation, other than Articles I (Name), II (Registered
     Address), and III (Nature of Business), which would require the affirmative
     vote of a majority of the total voting power of all then-outstanding shares
     of New Intuitive Machines ("Advisory Organizational Documents Proposal 5E").
     The Advisory Organizational Documents Proposal 5E was approved. The final
     voting tabulation for this proposal was as follows:




   FOR        AGAINST     ABSTAIN
23,581,961   10,171,181     10




  F. Advisory Organizational Documents Proposal 5F. The Proposed Organizational
     Documents would permit the removal of a director only for cause and only by
     the affirmative vote of the holders of a majority of at least two-thirds of
     the total voting power of all then-outstanding shares of New Intuitive
     Machines ("Advisory Organizational Documents Proposal 5F"). The Advisory
     Organizational Documents Proposal 5F was not approved. The final voting
     tabulation for this proposal was as follows:




   FOR        AGAINST     ABSTAIN
19,596,685   14,156,357     110




  G. Advisory Organizational Documents Proposal 5G. The Proposed Organizational
     Documents would provide that for so long as New Intuitive Machines qualifies
     as a controlled company under applicable Nasdaq rules, any action required or
     permitted to be taken by the holders of a majority of at least two-thirds of
     the total voting power of all then-outstanding shares of New Intuitive
     Machines may be taken without a meeting if signed by the holders having not
     less than the minimum number of votes necessary to authorize such action at a
     meeting at which all shares entitled to vote thereon were present and voted
     in compliance with the General Corporation Law of the State of Delaware. From
     and after the date that New Intuitive Machines ceases to qualify as a
     controlled company, the Proposed Organizational Documents will require
     stockholders to take action at an annual or special meeting and prohibit
     stockholder action by written consent in lieu of a meeting ("Advisory
     Organizational Documents Proposal 5G"). The Advisory Organizational Documents
     Proposal 5G was not approved. The final voting tabulation for this proposal
     was as follows:




   FOR        AGAINST     ABSTAIN

19,597,894   14,155,248     10




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6. The Incentive Plan Proposal. To consider and vote upon a proposal to approve,


   by ordinary resolution, the New Intuitive Machines Incentive Plan (as defined
   in the Proxy Statement/Prospectus) (the "New Intuitive Machines Incentive Plan
   Proposal"). The New Intuitive Machines Incentive Plan Proposal was approved.
   The final voting tabulation for this proposal was as follows:




   FOR        AGAINST     ABSTAIN

23,464,701   10,288,341     110

7. The Director Election Proposal. To consider and vote upon a proposal to

approve by way of ordinary resolution the election of five directors to serve

on the New Intuitive Machines board of directors until their respective

successors are duly elected and qualified (the "Director Election Proposal").

The Director Election Proposal was approved. The final voting tabulation for

this proposal was as follows:






          NOMINEE                 FOR        WITHHELD
 Lieutenant General William
     Liquori (Class I)         23,583,050   10,170,102
  Robert Masson (Class I)      23,583,050   10,170,102
 Michael Blitzer (Class II)    23,583,050   10,170,102
Stephen Altemus (Class III)    22,330,835   11,422,317
Kamal Ghaffarian (Class III)   23,583,051   10,170,101

8. The Adjournment Proposal. To consider and vote upon a proposal to approve by


   ordinary resolution the adjournment of the Extraordinary General Meeting to a
   later date or dates, if necessary, to permit further solicitation and vote of
   proxies in the event that there are insufficient votes for, or otherwise in
   connection with the approval of one or more proposals at the Extraordinary
   General Meeting (the "Adjournment Proposal"). The final voting tabulation for
   this proposal was as follows:




   FOR        AGAINST    ABSTAIN

25,183,061   8,569,952     139

The proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the Extraordinary General Meeting was deemed not necessary and not acted upon at the Extraordinary General Meeting because there were sufficient votes at the time of the Extraordinary General Meeting to approve the adoption of the required proposals.





No Offer

This communication is for informational purposes only and shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, 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.





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Forward Looking Statements

This communication 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 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 Business Combination Agreement 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 Proxy Statement/Prospectus, 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 Proxy Statement/Prospectus, 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.





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