Securities Registration (section 12(b)) (8-a12b)
14 Febrero 2023 - 5:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF
CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION
12(b) OR 12(g) OF THE
SECURITIES EXCHANGE
ACT OF 1934
INTUITIVE MACHINES,
INC.
(Exact name of registrant
as specified in its charter)
Delaware |
|
98-1580204 |
(State of incorporation
or organization) |
|
(I.R.S. Employer
Identification No.) |
|
|
|
3700 Bay Area Blvd
Houston, TX |
|
77058 |
(Address of principal executive offices) |
|
(Zip Code) |
Securities to be registered pursuant to Section
12(b) of the Act:
Title for each class
to be so registered |
|
Name of each exchange on which
each class is
to be registered |
|
|
|
Class A Common Stock, par value $0.0001 per share |
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The Nasdaq Stock Market LLC |
|
|
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Warrants, each whole warrant exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per share |
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The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.
☒
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.
☐
Securities Act registration statement file number to which this form
relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: N/A
Explanatory Note
This
Registration Statement on Form 8-A is being filed by Intuitive Machines, Inc. (the “Company”), formerly known as Inflection
Point Acquisition Corp. (“IPAX”), with the U.S. Securities and Exchange Commission (the “SEC”) in connection with
the listing of the Company’s Class A common stock, par value $0.0001 per share (“Company Common Stock”), and its warrants
to purchase shares of Company Common Stock (the “Company Warrants”) on The Nasdaq Stock Market LLC (“Nasdaq”).
Item 1. Description of Registrant’s
Securities to be Registered.
The
securities to be registered hereby are the Company Common Stock and Company Warrants.
The
description of the Company Warrants registered hereunder is set forth under the heading “Description of Securities” in the
Registration Statement on Form S-1 (File No. 333-253963) filed by IPAX in connection with its initial public offering which became effective
on September 21, 2021 and is incorporated herein by reference. The description of the Company Common Stock registered hereunder is set
forth under the heading “Description of New Intuitive Machines’ Securities” in the definitive proxy statement/prospectus,
dated as of January 24, 2023 (File No. 333-267846) and filed with the SEC on January 24, 2023 and is incorporated herein by reference.
Item 2. Exhibits.
In
accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of
this registration statement because no other securities of the registrant are registered on Nasdaq and the securities registered hereby
are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 14, 2023
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Intuitive Machines, Inc. |
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By: |
/s/ Erik Sallee |
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Name: Erik Sallee |
|
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Title: Chief Financial Officer |
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