Inflection Point Acquisition Corp. (IPAX) Adds FPAs to Intuitive Machines Deal

Inflection Point Acquisition Corp. (NASDAQ:IPAX) announced in an 8-K filing this morning that it has added forward purchase agreements (FPAs) to backstop shares following the vote to complete its combination with aerospace hardware-maker Intuitive Machines.

The FPAs struck with investors HGC and Polar would lead to each holding up to 1,250,000 shares through close, either purposefully not redeemed or bought on the open market. These investors are to be paid the redemption price plus $0.30 per share for these shares from Inflection Point’s trust.

One month after close, these agreements are to mature and the investors will receive the cash amount for each share covered by the agreement that they still hold. The combined company will also pay the investors a price for any shares terminated from the agreement based on the one-day VWAP of the stock on the day the investors sold those shares.

Inflection Point shareholders already approved its combination with Intuitive Machines at a vote on February 8, but about 45% of public SPAC shares participating in the special meeting voted “no” to the deal, hinting at an unusual level of dissent among investors.

Inflection Point left the door open to removing the 1% excise tax on share buybacks from the trust account, a move most SPACs have sought to avoid to dodge the ire of their investors. Inflection Point did not divulge redemption figures along with the vote, so it remains unknown how many investors voiced similar displeasure with their redemption decisions.

That mood is unlikely to be improved by these FPAs, which essentially provide a bonus check for a pair of investors to hold their shares one month longer out of funds from the same trust account.

The parties announced their $815 million business combination in September 2022. Houston, Texas-based Intuitive Machines has designed a moon lander for future NASA missions as well as other aerospace products. The parties have yet to announce a proposed closing date for the deal.