Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Intuitive Machines, Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001844452 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash | $ 25,764,000 | $ 29,289,000 |
Restricted cash | 62,000 | 62,000 |
Trade accounts receivable, net of allowance for expected credit losses of $836 and $0, respectively | 1,302,000 | 3,390,000 |
Contract assets | 6,979,000 | 1,844,000 |
Total current assets | 40,992,000 | 35,771,000 |
Prepaid and other current assets | 6,885,000 | 1,186,000 |
Property and equipment, net | 21,176,000 | 5,849,000 |
Operating lease right-of-use assets | 4,829,000 | 1,829,000 |
Deferred income taxes | 7,000 | |
Total assets | 67,004,000 | 43,449,000 |
Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity | ||
Accounts payable | 6,081,000 | 2,658,000 |
Accounts payable – affiliated companies | 442,000 | 218,000 |
Current maturities of long-term debt | 16,098,000 | 12,108,000 |
Contract liabilities, current | 56,656,000 | 49,629,000 |
Operating lease liabilities, current | 725,000 | 514,000 |
Other current liabilities | 15,178,000 | 3,292,000 |
Total current liabilities | 95,180,000 | 68,419,000 |
Long-term debt, net of current maturities | 3,863,000 | |
Contract liabilities, non-current | 2,188,000 | 10,530,000 |
Operating lease liabilities, non-current | 5,078,000 | 2,371,000 |
Simple Agreements for Future Equity (“SAFE agreements”) | 18,314,000 | 13,973,000 |
Total liabilities | 124,623,000 | 95,293,000 |
Commitments and Contingencies | ||
Shareholders’ Equity: | ||
Common units, $0.00001 par value, unlimited units authorized, 122,505,500 and 122,500,000 units issued and outstanding at December 31, 2022 and December 31, 2021 | 1,000 | 1,000 |
Paid in capital | 14,967,000 | 14,337,000 |
Accumulated deficit | (72,587,000) | (66,182,000) |
Total members’ equity | (57,619,000) | (51,844,000) |
Total liabilities and members’ equity | 67,004,000 | 43,449,000 |
Inflection Point Acquisition Corp. [Member] | ||
Assets: | ||
Cash | 14,932 | 359,610 |
Prepaid expenses | 335,888 | 475,532 |
Total current assets | 350,820 | 835,142 |
Prepaid expenses – noncurrent portion | 326,032 | |
Marketable Securities held in Trust Account | 334,589,588 | 329,755,798 |
Total assets | 334,940,408 | 330,916,972 |
Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity | ||
Accrued offering costs and expenses | 3,695,849 | 218,421 |
Due to related party | 112,448 | 1,032 |
Working Capital Loan | 625,000 | |
Total current liabilities | 4,433,297 | 219,453 |
Deferred underwriting fee | 11,541,250 | |
Total liabilities | 4,433,297 | 11,760,703 |
Commitments and Contingencies | ||
Class A ordinary share subject to possible redemption, 31,588,011 shares at redemption value | 320,719,698 | 315,880,110 |
Shareholders’ Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Common units, value | 139 | 139 |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,243,750 shares issued and outstanding | 825 | 825 |
Paid in capital | 10,292,368 | 3,590,706 |
Accumulated deficit | (505,919) | (315,511) |
Total members’ equity | 9,787,413 | 3,276,159 |
Total liabilities and members’ equity | $ 334,940,408 | $ 330,916,972 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Common units, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common units, shares issued | 122,505,500 | 122,500,000 |
Common units, shares outstanding | 122,505,500 | 122,500,000 |
Trade accounts receivable, net (in Dollars) | $ 836 | $ 0 |
Common units, unlimited units authorized | ||
Inflection Point Acquisition Corp. [Member] | ||
Ordinary share subject to possible redemption | 31,588,011 | |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A Ordinary Shares | ||
Common units, shares issued | 122,505,500 | 122,505,500 |
Common units, shares outstanding | 122,500,000 | 122,500,000 |
Class A Ordinary Shares | Inflection Point Acquisition Corp. [Member] | ||
Ordinary share subject to possible redemption | 31,588,011 | 31,588,011 |
Common units, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Common units, shares issued | 1,386,989 | 1,386,989 |
Common units, shares outstanding | 1,386,989 | 1,386,989 |
Class B Ordinary Shares | Inflection Point Acquisition Corp. [Member] | ||
Common units, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Common units, shares issued | 8,243,750 | 8,243,750 |
Common units, shares outstanding | 8,243,750 | 8,243,750 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating loss | $ (5,507,000) | $ (37,888,000) | |
Other income: | |||
Interest expense, net | (836,000) | (224,000) | |
Gain on extinguishment of debt | 1,806,000 | ||
Change in fair value of SAFE agreements | (91,000) | 527,000 | |
Other income, net | 6,000 | 133,000 | |
Total other (expense) income, net | (921,000) | 2,242,000 | |
Loss before income taxes | (6,428,000) | (35,646,000) | |
Income tax benefit (expense) | 23,000 | (2,000) | |
Net loss | $ (6,405,000) | $ (35,648,000) | |
Weighted-average number of units outstanding | |||
Basic and diluted weighted average shares outstanding of Class A ordinary shares (in Shares) | 122,501,241 | 122,500,000 | |
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share) | $ (0.05) | $ (0.29) | |
Basic and diluted weighted average shares outstanding of Class B ordinary shares (in Shares) | 122,501,241 | 122,500,000 | |
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share) | $ (0.05) | $ (0.29) | |
Revenue | $ 85,946,000 | $ 72,550,000 | |
Operating expenses: | |||
Cost of revenues (excluding depreciation) | 75,513,000 | 100,307,000 | |
Depreciation | 1,072,000 | 840,000 | |
General and administrative expense (excluding depreciation) | 14,868,000 | 9,291,000 | |
Total operating expenses | 91,453,000 | $ 110,438,000 | |
Inflection Point Acquisition Corp | |||
Formation and operating costs | $ 491,341 | 5,024,198 | |
Operating loss | (491,341) | (5,024,198) | |
Other income: | |||
Change in fair value of SAFE agreements | 193,471 | ||
Issuance cost of over-allotment | (23,439) | ||
Interest income | 5,798 | 4,833,790 | |
Total other (expense) income, net | 175,830 | 4,833,790 | |
Net loss | $ (315,511) | $ (190,408) | |
Class A Ordinary Shares | |||
Weighted-average number of units outstanding | |||
Basic and diluted weighted average shares outstanding of Class A ordinary shares (in Shares) | 32,975,000 | 9,322,714 | |
Class A Ordinary Shares | Inflection Point Acquisition Corp | |||
Weighted-average number of units outstanding | |||
Basic and diluted weighted average shares outstanding of Class A ordinary shares (in Shares) | 9,322,714 | 32,975,000 | |
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share) | $ (0.02) | $ 0 | |
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share) | (0.02) | $ 0 | |
Class B Ordinary Shares | |||
Weighted-average number of units outstanding | |||
Basic and diluted weighted average shares outstanding of Class A ordinary shares (in Shares) | 8,243,750 | 7,485,546 | |
Class B Ordinary Shares | Inflection Point Acquisition Corp | |||
Weighted-average number of units outstanding | |||
Basic and diluted net loss per share, Class A ordinary shares (in Dollars per share) | $ (0.02) | $ 0 | |
Basic and diluted weighted average shares outstanding of Class B ordinary shares (in Shares) | 7,485,546 | 8,243,750 | |
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share) | $ (0.02) | $ 0 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - Inflection Point Acquisition Corp - $ / shares | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares | ||
Basic and diluted weighted average shares outstanding of Class A ordinary shares | 9,322,714 | 32,975,000 |
Basic and diluted net loss per share, Class A ordinary shares | $ (0.02) | $ 0 |
Class B Ordinary Shares | ||
Basic and diluted weighted average shares outstanding of Class A ordinary shares | 7,485,546 | 8,243,750 |
Basic and diluted net loss per share, Class A ordinary shares | $ (0.02) | $ 0 |
Consolidated Statements of Memb
Consolidated Statements of Members’ Equity - USD ($) | Total | Paid-in Capital | Accumulated Deficit | Members Units | Noncontrolling Interest | Inflection Point Acquisition Corp. | Inflection Point Acquisition Corp. Paid-in Capital | Inflection Point Acquisition Corp. Accumulated Deficit | Class A Inflection Point Acquisition Corp. Ordinary Shares | Class B Inflection Point Acquisition Corp. Ordinary Shares |
Balance at Dec. 31, 2020 | $ (15,014,000) | $ 14,168,000 | $ (30,534,000) | $ 1,000 | $ 1,351,000 | |||||
Balance (in Shares) at Dec. 31, 2020 | 122,500,000 | |||||||||
Share-based compensation expense | 318,000 | 318,000 | ||||||||
Investment in Intuitive Aviation | (1,500,000) | (149,000) | (1,351,000) | |||||||
Net loss | (35,648,000) | (35,648,000) | ||||||||
Balance at Dec. 31, 2021 | (51,844,000) | 14,337,000 | (66,182,000) | $ 1,000 | $ 3,276,159 | $ 3,590,706 | $ (315,511) | $ 139 | $ 825 | |
Balance (in Shares) at Dec. 31, 2021 | 122,500,000 | 1,386,989 | 8,243,750 | |||||||
Balance at Jan. 26, 2021 | ||||||||||
Balance (in Shares) at Jan. 26, 2021 | ||||||||||
Issuance of Class B ordinary shares to initial shareholders | 25,000 | 24,137 | $ 863 | |||||||
Issuance of Class B ordinary shares to initial shareholders (in Shares) | 8,625,000 | |||||||||
Sale of 6,845,000 Private Placement Warrants, net of offering costs | 6,831,701 | 6,831,701 | ||||||||
Capital contribution for sale of Class B shares to Anchor Investors | 9,680,125 | 9,680,125 | ||||||||
Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs | 12,756,972 | 12,756,833 | $ 139 | |||||||
Sale of 1,386,989 Units not subject to redemption, net of underwriter discount and offering costs (in Shares) | 1,386,989 | |||||||||
Allocated proceeds to Public Warrants, net of underwriter discount and offering costs | 11,025,229 | 11,025,229 | ||||||||
Forfeiture of 381,250 Class B founder shares | 38 | $ (38) | ||||||||
Forfeiture of 381,250 Class B founder shares (in Shares) | (381,250) | |||||||||
Remeasurement of exercised over-allotment option | 87,830 | 87,830 | ||||||||
Remeasurement of Class A ordinary shares subject to possible redemption | (36,815,188) | (36,815,188) | ||||||||
Net loss | (315,511) | (315,511) | ||||||||
Balance at Dec. 31, 2021 | (51,844,000) | 14,337,000 | (66,182,000) | $ 1,000 | 3,276,159 | 3,590,706 | (315,511) | $ 139 | $ 825 | |
Balance (in Shares) at Dec. 31, 2021 | 122,500,000 | 1,386,989 | 8,243,750 | |||||||
Remeasurement of Class A ordinary shares subject to possible redemption | (4,839,588) | (4,839,588) | ||||||||
Reduction of deferred underwriting fee | 11,541,250 | 11,541,250 | ||||||||
Issuance of Units | 6,000 | 6,000 | ||||||||
Issuance of Units (in Shares) | 5,500 | |||||||||
Share-based compensation expense | 624,000 | 624,000 | ||||||||
Net loss | (6,405,000) | (6,405,000) | (190,408) | (190,408) | ||||||
Balance at Dec. 31, 2022 | $ (57,619,000) | $ 14,967,000 | $ (72,587,000) | $ 1,000 | $ 9,787,413 | $ 10,292,368 | $ (505,919) | $ 139 | $ 825 | |
Balance (in Shares) at Dec. 31, 2022 | 122,505,500 | 1,386,989 | 8,243,750 |
Consolidated Statements of Me_2
Consolidated Statements of Members’ Equity (Parentheticals) - Inflection Point Acquisition Corp. | 11 Months Ended |
Dec. 31, 2021 shares | |
Sale of Private Placement Warrants, net of offering costs | 6,845,000 |
Sale of Units not subject to redemption, net of underwriter discount and offering costs | 1,386,989 |
Forfeiture of founder shares | 381,250 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (6,405,000) | $ (35,648,000) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 1,072,000 | 840,000 | |
Loss on disposal of property and equipment | 6,000 | ||
Gain on extinguishment of debt | (1,806,000) | ||
Share-based compensation expense | 624,000 | 318,000 | |
Change in fair value of SAFE agreements | 91,000 | (527,000) | |
Deferred income taxes | (7,000) | ||
Other | 13,000 | ||
Changes in operating assets and liabilities: | |||
Trade accounts receivable, net | 2,088,000 | (2,687,000) | |
Accounts receivable – affiliated companies | 114,000 | ||
Contract assets | (5,135,000) | 5,309,000 | |
Prepaid expenses | (5,699,000) | (738,000) | |
Accounts payable | 3,423,000 | (9,240,000) | |
Accounts payable – affiliated companies | 225,000 | 157,000 | |
Contract liabilities – current and long-term | (1,316,000) | 25,416,000 | |
Other liabilities | 14,803,000 | 1,631,000 | |
Other assets, net | (2,999,000) | 293,000 | |
Net cash provided by (used in) operating activities | 784,000 | (16,568,000) | |
Purchase of property and equipment | (16,405,000) | (3,176,000) | |
Cash Flows from Investing Activities: | |||
Net cash used in investing activities | (16,405,000) | (3,176,000) | |
Proceeds from borrowings | 7,948,000 | 12,170,000 | |
Repayment of loans | (108,000) | (63,000) | |
Proceeds from issuance of units | 6,000 | ||
SAFE agreements | 4,250,000 | 13,000,000 | |
Cash Flows from Financing Activities: | |||
Net cash provided by financing activities | 12,096,000 | 25,107,000 | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (3,525,000) | 5,363,000 | |
Cash, cash equivalents and restricted cash at beginning of the period | 29,351,000 | 23,988,000 | |
Cash and cash equivalents at end of the period | $ 29,289,000 | 25,764,000 | 29,289,000 |
Cash, cash equivalents and restricted cash at end of the period | 29,351,000 | 25,826,000 | 29,351,000 |
Non-cash investing and financing activities: | |||
Less: restricted cash | 62,000 | 62,000 | 62,000 |
Inflection Point Acquisition Corp | |||
Cash Flows from Operating Activities: | |||
Net loss | (315,511) | (190,408) | |
Changes in operating assets and liabilities: | |||
Formation cost paid by Sponsor in exchange of issuance of Class B ordinary shares | 11,388 | ||
Operating expense paid by promissory note – related party | 8,500 | ||
Change in fair value of over-allotment | (193,471) | ||
Issuance cost of over-allotment | 23,439 | ||
Interest earned on marketable securities held in trust account | (5,798) | (4,833,790) | |
Prepaid assets | (475,532) | 465,676 | |
Other assets, net | (326,032) | ||
Due to related party | 1,032 | 111,416 | |
Accrued offering costs and expenses | 67,421 | 3,477,428 | |
Net cash provided by (used in) operating activities | (1,204,564) | (969,678) | |
Investment of cash in Trust Account | (329,750,000) | ||
Cash Flows from Investing Activities: | |||
Net cash used in investing activities | (329,750,000) | ||
Proceeds from issuance of Private Placement Warrants | 6,845,000 | ||
Proceeds from sale of Units, net of underwriting discount | 325,155,000 | ||
Payment of promissory note – related party | (188,805) | ||
Proceeds from working capital loan | 625,000 | ||
Payment of offering costs | (497,021) | ||
Cash Flows from Financing Activities: | |||
Net cash provided by financing activities | 331,314,174 | 625,000 | |
Net (decrease) increase in cash, cash equivalents and restricted cash | 359,610 | (344,678) | |
Cash, cash equivalents and restricted cash at beginning of the period | 359,610 | ||
Cash, cash equivalents and restricted cash at end of the period | 359,610 | 14,932 | $ 359,610 |
Non-cash investing and financing activities: | |||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 13,612 | ||
Offering costs paid by promissory note – related party | 180,305 | ||
Capital contribution for excess fair value of Class B shares sold by the Sponsor to Anchor Investors determined to be offering cost | 9,680,125 | ||
Deferred underwriting commissions payable charged to additional paid in capital | 11,541,250 | ||
Remeasurement of Class A ordinary shares subject to possible redemption | 36,815,188 | 4,839,588 | |
Reduction of deferred underwriting fee | 11,541,250 | ||
Accrued offering costs | $ 151,000 |
Organization, Business Operatio
Organization, Business Operations, Proposed Business Combination and Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Business Operations, Proposed Business Combination and Going Concern [Line Items] | |
ORGANIZATION, BUSINESS OPERATIONS, PROPOSED BUSINESS COMBINATION AND GOING CONCERN | NOTE 1 — BUSINESS DESCRIPTION Intuitive Machines, LLC (the “Company”, “IM”, “Intuitive Machines”, “we” or “our”) designs, manufactures and operates space products and services. Intuitive Machines’ near -term |
Inflection Point Acquisition Corp. [Member] | |
Organization, Business Operations, Proposed Business Combination and Going Concern [Line Items] | |
ORGANIZATION, BUSINESS OPERATIONS, PROPOSED BUSINESS COMBINATION AND GOING CONCERN | NOTE 1. ORGANIZATION, BUSINESS OPERATIONS, PROPOSED BUSINESS COMBINATION AND GOING CONCERN Intuitive Machines, Inc. (f/k/a Inflection Point Acquisition Corp. (the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”). Business Prior to the Business Combination All activity for the period from January 27, 2021 (inception) through December 31, 2022 related to the Company’s formation and the initial public offering (the “IPO”) which is described below, and, subsequent to the IPO, identifying a target company for an Initial Business Combination and consummating the Business Combination (described below). The Company generated non -operating The Company’s sponsor was Inflection Point Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on September 21, 2021 (the “Effective Date”). On September 24, 2021, the Company consummated the IPO of 30,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3. Each Unit consisted of one Class A ordinary share (the “Class A ordinary shares” or “Public Shares”) of the Company, par value $0.0001, and one -half -day -allotments -allotment -Allotment -Allotment Simultaneously with the closing of the IPO, the Company consummated the private placement (the “Private Placement”) of 6,250,000 warrants (each an “IPO Private Placement Warrant”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per IPO Private Placement Warrant, generating gross proceeds to the Company of $6,250,000, which is described in Note 4. On October 29, 2021, simultaneously with the sale of the Over -Allotment -Allotment An aggregate of 12 qualified institutional buyers (“Anchor Investors”) expressed an interest to purchase an aggregate of approximately $322.3 million of the Units sold in the IPO. None of the Anchor Investors expressed an interest in purchasing more than 9.9% of the Units sold in the IPO. The Anchor Investors were allocated and purchased a total of 29,540,000 Units or 98.5% of the Units sold in the IPO. One of the Anchor Investors, Kingstown 1740 Fund, LP, (“Kingstown 1740”) is an affiliate of the Sponsor, and was allocated and purchased 2,900,000 Units sold in the IPO. In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) to each Anchor Investor, amounting to an aggregate of 1,625,000 Founder Shares to all Anchor Investors collectively (see Note 6). The Company estimated the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the Public Warrants were charged to additional paid -in -allotment Transaction costs amounted to $26,658,313 consisting of $4,595,000 of underwriting commissions, $11,541,250 of deferred underwriting commissions, $9,680,125 excess fair value of founder shares (see Note 5), and $841,938 of other offering costs, with $23,439 allocated to the over -allotment Following the closing of the IPO on September 24, 2021, $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the IPO Private Placement Warrants was deposited into a trust account (the “Trust Account”). Following the closing of the Over -Allotment -Allotment -Allotment -Allotment -Allotment -7 -Initial The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating an Initial Business Combination (less deferred underwriting commissions). The Company’s Initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account). However, the Company will only complete an Initial Business Combination if the post -transaction The Company provided holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a general meeting called to approve such Initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of any Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders were entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes). The Company had 24 months from the closing of the IPO to complete an Initial Business Combination (the “Combination Period”). However, if the Company was unable to complete an Initial Business Combination within the Combination Period, the Company would have (i) ceased all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeemed the Public Shares, at a per -share The Business Combination On September 16, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Intuitive Machines, LLC, a Texas limited liability company (“Intuitive Machines” and, subsequent to the Proposed Business Combination, “Intuitive Machines OpCo”), pursuant to which, subject to the satisfaction or waiver of certain closing conditions, including the approval of the Business Combination Agreement and the transactions contemplated thereby by the Company’s shareholders, (1) at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below), (a) the Company will acquire equity securities and become the managing member of Intuitive Machines OpCo and (b) the Company will issue voting equity securities without economic rights to the existing members of Intuitive Machines prior to the Closing (“Intuitive Machines Members”), resulting in a combined company organized in an umbrella partnership C corporation (“Up -C On February 13, 2023, the Company consummated the Business Combination and related transactions pursuant to that certain Business Combination Agreement, dated September 16, 2022, as further described in the Current Report on Form 8 -K The Domestication As a condition to the Business Combination, the Company changed its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which the Company’s jurisdiction of incorporation changed from the Cayman Islands to the State of Delaware. Immediately prior to the Domestication, pursuant to the Company’s amended and restated memorandum and articles of association, each Founder Share converted automatically, on a one -for-one -for-one share of New Intuitive Machines Class A Common Stock on the same terms as the Company Warrants (each a “New Intuitive Machines Warrant”) and (c) each of the units of the Company outstanding as of immediately prior to the Domestication was automatically canceled and each holder became entitled to one share of New Intuitive Machines Class A Common Stock and one -half Concurrently with the Domestication and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval by the Company’s shareholders, the Company adopted a certificate of incorporation (the “Certificate of Incorporation”) that, among other things, implemented a revised class structure with the shares of New Intuitive Machines Class A Common Stock having one vote per share and economic rights, the shares of Class B common stock of New Intuitive Machines, par value $0.0001 per share, having one vote per share and no economic rights (collectively, the “New Intuitive Machines Class B Common Stock”) and the shares of Class C common stock of New Intuitive Machines, par value $0.0001 per share, having three votes per share and no economic rights (collectively, the “New Intuitive Machines Class C Common Stock” and the New Intuitive Machines Class A Common Stock, the New Intuitive Machines Class B Common Stock and New Intuitive Machines Class C Common Stock, collectively, the “New Intuitive Machines Common Stock”). The Certificate of Incorporation also authorized the issuance of “blank check” preferred stock, par value $0.0001 per share, having such characteristics as the board may, from time to time, provide. The Company’s board of directors adopted a Certificate of Designation of Preferences, Rights and Limitations of 10% Series A Cumulative Convertible Preferred Stock, creating the Series A Preferred Stock (as defined below). The Conversion and Recapitalization In connection with the Business Combination, Intuitive Machines changed its jurisdiction of organization from Texas to Delaware. Immediately prior to the Closing, Intuitive Machines effectuated the Recapitalization whereby all outstanding equity securities of Intuitive Machines were converted into common units of Intuitive Machines OpCo (“Intuitive Machines OpCo Common Units”), options to purchase Intuitive Machines OpCo Common Units (“Intuitive Machines OpCo Options”) and unvested earn out units of Intuitive Machines OpCo (“Earn Out Units”). Consideration and Structure As a result of the Up -C The 10,000,000 Earn Out Units received by the applicable Intuitive Machines Members are subject to vesting and will be earned, released and delivered upon satisfaction of the following milestones: (i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the OMES III Contract by NASA (“Triggering Event I”), (ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I occurs and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II -A -B Earn Out Units will vest if, within the Earn Out Period, Triggering Event III occurs the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $17.50 per share (“Triggering Event III”), provided, that Triggering Event II -A -B -A -B -A -B After the expiration of the applicable lock -up -for-one Upon the vesting of any Earn Out Units, each of the applicable Intuitive Machines Members will be issued (i) by Intuitive Machines OpCo an equal number of Intuitive Machines OpCo Common Units and (ii) by New Intuitive Machines an equal number of shares of New Intuitive Machines Class C Common Stock, in exchange for surrender of the applicable Earn Out Units and the payment to New Intuitive Machines of a per -share -share The Series A Investment On September 16, 2022, concurrently with the execution of the Business Combination Agreement, the Company entered into a purchase agreement (the “Series A Purchase Agreement”) with Kingstown 1740 (an existing security holder of the Company and an affiliate of the Sponsor) and Ghaffarian Enterprises, LLC (an affiliate of Kamal Ghaffarian, an Intuitive Machines founder) (collectively, the “Series A Investors”), pursuant to which, and on the terms and subject to the conditions of which, New Intuitive Machines agreed to issue and sell to the Series A Investors (i) an aggregate of 26,000 Tax Receivable Agreement The Business Combination Agreement contemplates that, at the Closing, New Intuitive Machines will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with Intuitive Machines OpCo and certain Intuitive Machines Members (the “TRA Holders”). Pursuant to the Tax Receivable Agreement, New Intuitive Machines will generally be required to pay the TRA Holders 85% of the amount of the cash tax savings, if any, in U.S. federal, state, and local taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that New Intuitive Machines (and applicable consolidated, unitary, or combined subsidiaries thereof, if any and collectively the “Tax Group”) realizes, or is deemed to realize, as a result of certain tax attributes (the “Tax Attributes”), including: • • • • Upon the completion of the Business Combination, New Intuitive Machines became a party to the Tax Receivable Agreement. Under the terms of the Tax Receivable Agreement, New Intuitive Machines will make payments to the TRA Holders in respect of 85% of the cash tax savings resulting from the net tax benefit to New Intuitive Machines of certain Tax Attributes (calculated using certain assumptions, and subject to the terms of the Tax Receivable Agreement). However, until a TRA Holder exchanges at least 5% of its Intuitive Machines OpCo Common Units, New Intuitive Machines will hold such payments applicable to existing basis until the TRA Holder satisfies such threshold exchange. Upon the completion of the Business Combination, no TRA Holder will have exchanged at least 5% of its Intuitive Machines OpCo Common Units. The tax impacts of the transaction were estimated based on the applicable law in effect on June 30, 2022. Future exchanges will result in incremental tax attributes and potential cash tax savings for New Intuitive Machines. Depending on New Intuitive Machines’ assessment on realizability of such tax attributes, the arising Tax Receivable Agreement liability will be recorded at the exchange date against equity, or at a later point through income. However, if all of the TRA Holders were to exchange or sell us all of their Intuitive Machines OpCo Common Units, New Intuitive Machines would recognize a deferred tax asset of approximately $169.2 million and a liability under the Tax Receivable Agreement of approximately $147.2 million, assuming: (i) all exchanges or purchases occurred on the same day; (ii) a price of $10 per share; (iii) a constant corporate tax rate; (iv) that New Intuitive Machines will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law. These amounts are estimates and have been prepared for illustrative purposes only. The actual amount of deferred tax assets and related liabilities that New Intuitive Machines will recognize will differ based on, among other things, the timing of the exchanges, the price per share of New Intuitive Machines Class A Common Stock at the time of the exchange, and the tax rates then in effect and certain change of control or early termination events occurring. If New Intuitive Machines exercises its right to terminate the Tax Receivable Agreement or in the case of a change in control of New Intuitive Machines or a material breach of New Intuitive Machines’ obligations under the Tax Receivable Agreement, all obligations under the Tax Receivable Agreement will be accelerated and New Intuitive Machines will be required to make a payment to the TRA Holders in an amount equal to the present value of future payments under the Tax Receivable Agreement. This payment would be based on certain assumptions, including that New Intuitive Machines would have sufficient taxable income to fully utilize the benefits arising from the Tax Attributes subject to the Tax Receivable Agreement. If New Intuitive Machines were to elect to terminate the Tax Receivable Agreement immediately after the Proposed Business Combination, assuming the market value of New Intuitive Machines Class A Common Stock is equal to $10 per share, the Company currently estimates that it would be required to pay approximately $99.7 million to satisfy its total liability. Equity Facility On September 16, 2022, the Company entered into a common stock purchase agreement (the “Cantor Purchase Agreement”), dated September 16, 2022, with CF Principal Investments LLC (“CFPI”) relating to an equity facility under which shares of newly issued New Intuitive Machines Class A Common Stock may be sold to CFPI by New Intuitive Machines. Pursuant to the terms of the Cantor Purchase Agreement, New Intuitive Machines will have the right, but not the obligation, from time to time at its sole discretion, until the first day of the month following the 18 -month Sponsor Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, the Company and Intuitive Machines entered into 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 Proposed Business Combination, any and all anti -dilution Non-Redemption Agreement Concurrently with the execution of the Business Combination Agreement, the Company and Intuitive Machines entered into a non -redemption -Redemption For additional information regarding the Business Combination, see the Company’s Form 8 -K Liquidity and Capital Resources As of December 31, 2022, the Company had $14,932 in its operating bank account, and working capital deficiency $4,082,477. On September 30, 2021, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $250,000. On March 8, 2022, the Sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $500,000. On August 4, 2022, the Sponsor agreed to loan the Company up to $1,000,000 to be used for ongoing expenses reasonably related to the business of the Company and the consummation of an Initial Business Combination pursuant to a convertible promissory note (the “Working Capital Note”). All unpaid principal under the Working Capital Note shall be due and payable in full on the earlier of (i) September 24, 2023 and (ii) the effective date of an Initial Business Combination, involving the Company and one or more businesses (such earlier date, the “Maturity Date”), unless accelerated upon the occurrence of an event of default as set forth in the Working Capital Note. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Working Capital Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. As of December 31, 2022, there was $625,000 outstanding under the Working Capital Note. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination. Upon the close of the Business Combination, Initiative Machines received approximately $34 million of gross proceeds to fund operations. We believe that the cash available from the consummation of the Business Combination and related transactions will be sufficient to fund the short -term -period Prior to the Closing of the Business Combination, holders of 27,481,818 Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 -Ukraine |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. Our consolidated financial statements include the accounts of Intuitive Machines, the accounts of Intuitive Aviation Inc. (“IA” or “Intuitive Aviation”), a wholly owned subsidiary, Space Network Solutions, LLC (“SNS” or “Space Network Solutions”), and IX, LLC, variable interest entities (“VIE”) for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. The Company bases its estimates and assumptions on historical experience, other factors, including the current economic environment and on various other judgments that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Unit Split On May 25, 2021, in accordance with the amended and restated limited liability company agreement of IM, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit (the “Unit Split”). The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, all share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Unit Split. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision -maker Certain Significant Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents. The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of its business. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for expected credit losses against amounts to reduce the net recognized receivable to the amount it reasonably believes will be collected and revenue recognition is deferred until the amount is collected and the contract is completed. For all other customers, the Company records allowances for credit losses based on the specific analysis of the customer’s ability to pay on an as needed basis. Major customers are defined as those individually comprising more than 10% of revenue. For the years ended December 31, 2022 and 2021, there was one major customer that accounted for 83% and 83%, respectively, of the Company’s total revenue. The largest customer did not have any accounts receivable as of December 31, 2022, while two other customers accounted for 35% and 14% of the accounts receivable balance as of December 31, 2022. The largest customer did not have any accounts receivable as of December 31, 2021, while two other customers accounted for 40% and 30% of the accounts receivable balance as of December 31, 2021. Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the years ended December 31, 2022 and 2021, the Company had one major supplier representing 63% and 42% of goods and services purchased, respectively. As of December 31, 2022, the largest supplier represented 21% of the accounts payable balance. As of December 31, 2021, the largest supplier did not have any accounts payable, while two other suppliers accounted for 17% and 13% of the accounts payable balance. Liquidity and Capital Resources As of December As further described in Note Management believes that the cash available from the consummation of the business combination and related transactions will be sufficient to fund the short -term -month Cash and Cash Equivalents The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support credit accounts. Restricted cash serving as collateral will be released upon full repayment of the credit account. Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest. The Company estimates allowance for credit losses based on the credit worthiness of each customer, historical collections experience and other information, including the aging of the receivables. The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected. Prepayments and Other Current Assets Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments. Property and Equipment, Net Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction -in-process Depreciation is computed using the straight -line Asset Useful Life Leasehold improvements 1 – 7 years Vehicles and trailers 3 – 5 years Computers and software 3 years Furniture and fixtures 5 years Machinery and equipment 3 – 7 years Expenditures for maintenance and repairs that do not extend the useful lives of property and equipment are recognized as expenses when incurred. Upon retirement or sale of assets, the cost and related accumulated depreciation and amortization is written off. No material gains or losses related to the sale of assets have been recognized in the accompanying consolidated statements of operations. Long-Lived Assets Long -lived -lived -lived -lived -lived Operating Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right -of-use -line -lease -of-use Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade receivables, trade payables, amounts receivable or payable to related parties and long -term -term We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: (1) (2) -derived (3) General and Administrative Expense General, selling, and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; rent relating to the Company’s office space; professional fees and other general corporate costs. Human capital expenses primarily include salaries and benefits. Revenue Recognition Most of our revenues are from long -term -term Contract Combination To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in each period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a significant service of integrating a complex set of tasks and components into a single project or capability. Contract Types The Company performs work under contracts that broadly consist of fixed -price For most of our business, where performance obligations are satisfied due to the continuous transfer of control to the customer, revenue is recognized over time. Where the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability, those contracts are accounted for as single performance obligations. We recognize revenue generally using the cost -to-cost -price -based For a small portion of our business, where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed -upon Contract Costs Contract costs include all direct materials, labor and subcontractor costs and an allocation of indirect costs related to contract performance. Customer -furnished -to-cost -term -launch -party -launch Variable Consideration It is common for our contracts to contain variable consideration in the form of award fees, incentive fees, performance bonuses, liquidated damages or penalties that may increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or targets and can be based on customer discretion. We estimate the amount of variable consideration based on a weighted probability or the most likely amount to which we expect to be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or forecasted) that is reasonably available to us. Contract Estimates and Modifications Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex and subject to many variables and requires significant judgment. As a significant change in estimated total revenue and cost could affect the profitability of our contracts, we routinely review and update our contract -related -to-cost We typically recognize changes in contract estimates on a cumulative catch -up Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch -up -alone Unbilled Receivables and Deferred Revenue Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost -to-cost -term -to-cost -by-contract The payment terms of our contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered to contain a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation. Income Taxes Intuitive Machines Intuitive Machines has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for federal income taxes has been recorded for Intuitive Machines, LLC. However, the Company is subject to Texas Margin Taxes. The Company recorded $23 thousand of income tax benefit and $2 thousand of income tax expense for the years ended December 31, 2022 and 2021, respectively, in the accompanying consolidated statements of operations. Intuitive Machines is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (“the Centralized Partnership audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of Intuitive Machines would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that Intuitive Machines would pay an “imputed underpayment” including interest and penalties, if applicable. Intuitive Machines may instead elect to make a “push -out Intuitive Aviation Intuitive Aviation is a corporation for tax purposes and is subject to U.S. federal income taxes. Accordingly, provision for income taxes has been recorded for Intuitive Aviation, Inc. We use the asset and liability method of accounting for income taxes for Intuitive Aviation. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We have determined that there are not any tax positions outstanding that would fail to meet a “more likely than not” standard, and therefore there have not been any uncertain tax positions identified. Space Network Solutions Space Network Solutions has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for federal income taxes has been recorded for Space Network Solutions, LLC. However, Space Network Solutions is subject to Texas Margin Taxes. The Company recorded $0 for the years ended December 31, 2022 and 2021, respectively, in income tax expense in the accompanying consolidated statements of operations. Space Network Solutions is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (“the Centralized Partnership audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of Space Network Solutions would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that Space Network Solutions would pay an “imputed underpayment” including interest and penalties, if applicable. Space Network Solutions may instead elect to make a “push -out The Company follows the guidance of ASC Topic 740, Income Taxes. Unit-Based Compensation We recognize all unit -based -based We estimate the fair value of unit -based -Scholes -Scholes -based -line five Accounting Principles Recently Adopted In December 2019, the FASB issued ASU 2019 -12 -period -to-date -related -12 In October 2020, the FASB issued ASU 2020 -10 -10 |
Inflection Point Acquisition Corp. [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account At December 31, 2022 and 2021, all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re -valued -current -cash For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash Net Loss Per Ordinary Share We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two -class -Allotment -Allotment diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares. For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (152,326 ) $ (38,082 ) $ (174,998 ) $ (140,513 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 9,322,714 7,485,546 Basic and diluted net income (loss) per share $ (0.00 ) $ (0.00 ) $ (0.02 ) $ (0.02 ) Offering Costs associated with the Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -allotment Ordinary Shares Subject to Possible Redemption 31,588,011 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with an Initial Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in Related Party Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its Anchor Investors, Kingstown 1740, whereby Kingstown 1740 agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “Non -Redemption As of December 31, 2022 and 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption, December 31, 2021 315,880,110 Plus: Remeasurement of carrying value to redemption value 4,839,588 Class A ordinary shares subject to redemption, December 31, 2022 $ 320,719,698 Income Taxes Under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Inflection Point Acquisition Corp. [Member] | |
Public Offering [Line Items] | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING On September 24, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit in its IPO. Each Unit consists of one Class A ordinary share and one -half five One of the Anchor Investors, Kingstown 1740, an affiliate of the Sponsor, was allocated and purchased 2,900,000 Units sold in the IPO. The underwriters had a 45 -day -allotments -allotment The Company provided a discount to the underwriters at the closing of the IPO of $4,000,000, and an additional discount of $595,000 upon the closing of the Over -Allotment -Allotment Warrants — five The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s Initial Business Combination. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a post -effective th Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • -day • -divisions -trading Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub -division -division Further, if: (i) the Company issues additional Class A ordinary shares or equity -linked |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Inflection Point Acquisition Corp. [Member] | |
Private Placement [Line Items] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 6,250,000 IPO Private Placement Warrants at a price of $1.00 per IPO Private Placement Warrant, for an aggregate purchase price of $6,250,000. On October 29, 2021, simultaneously with the closing of the Over -Allotment -Allotment -Allotment The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Public Offering except that the Private Placement Warrants may not (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s Initial Business Combination. If the Company does not complete the Initial Business Combination within 24 months from the closing of the IPO, the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Line Items] | |
Related Party Transactions | NOTE 13 — RELATED PARTY TRANSACTIONS Intuitive Machines, Intuitive Aviation, and Space Network Solutions have entered into recurring transaction agreements with certain related parties, including sales agreements and loan agreements. Axiom Space, Inc. For years ended December 31, 2022 and 2021, the Company had $1.6 million and $0.8 million, respectively, in revenue with Axiom Space, Inc. (“Axiom”) related to engineering services. As of December 31, 2022 and 2021, there were $0.8 million and $0.3 million, respectively, of affiliate accounts receivable related to Axiom. As of December 31, 2022, the affiliate accounts receivable balance has been fully reserved. Kamal Ghaffarian is a member of Management at Intuitive Machines and a member of Management at Axiom. Revenues related to Axiom are incurred in the normal course of business and amounts are settled under normal business terms. IBX, LLC For years ended December 31, 2022 and 2021, the Company had $2.1 million and $0.3 million, respectively, in expenses with IBX, LLC (“IBX”) related to management fees. As of December 31, 2022 and 2021, there were $0.4 million and $0.2 million, respectively, of affiliate accounts payable related to IBX expenses. Kamal Ghaffarian is a member of Management at Intuitive Machines and a member of Management at IBX. Expenses related to IBX are incurred in the normal course of business and amounts are settled under normal business terms. KBR, Inc. On November 12, 2020, KBR, Inc. (“KBR”) made an initial capital contribution in SNS resulting in a 10% ownership of SNS, previously a wholly owned subsidiary of the Company. For years ended December 31, 2022 and 2021, the Company had $1.9 million and $1.3 million, respectively, in affiliate revenue with KBR related to engineering services. As of December 31, 2022 and 2021, there was $0.3 million and $0.2 million, respectively, of affiliate accounts receivable related to KBR revenue. Revenues related to KBR are incurred in the normal course of business and amounts are settled under normal business terms. X Energy, LLC As of December 31, 2022 and 2021, there were $0.1 million and $0 million, respectively, of affiliate accounts payable related to X Energy expenses. Expenses related to X Energy are incurred in the normal course of business and amounts are settled under normal business terms. Penumbra, LLC For years ended December 31, 2022 and 2021, the Company had $0.1 million and $0.2 million, respectively, in expenses with Penumbra, LLC (“Penumbra”) related to license fees. Certain members of executive management at Intuitive Machines have an ownership interest in Penumbra. Expenses related to Penumbra are incurred in the normal course of business. |
Inflection Point Acquisition Corp. [Member] | |
Related Party Transactions [Line Items] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering and formation costs in consideration for 7,187,500 Founder Shares. On March 5, 2021, the Company effected a 1.2 to 1 -allotment -allotment The Sponsor and the Company’s officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the Initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock -up -divisions -trading consummates a transaction after the Initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock -up In addition, subject to each Anchor Investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO, the Sponsor sold membership interests reflecting an allocation of an aggregate of 1,625,000 Founder Shares to the Anchor Investors collectively. The Company estimated the aggregate fair value of these Founder Shares attributable to Anchor Investors to be approximately $9.68 million, or $5.96 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Upon the completion of the IPO, offering costs allocated (1) to the Public Shares not subject to possible redemption and the Public Warrants were charged to additional paid -in -allotment At the Closing of the Proposed Business Combination, New Intuitive Machines will enter into a lock -up -up Sponsor Lock -Up Shares -Up Transfer -up Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its Anchor Investors, Kingstown 1740, whereby Kingstown 1740 agreed to waive its redemption rights on the Non -Redemption Promissory Note — Related Party On February 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non -interest Working Capital Loans In order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but, except as set forth above, are not obligated to, make Working Capital Loans to the Company as may be required on a non -interest purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans, unless they are converted into warrants. In the event that an Initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. On August 4, 2022, the Sponsor agreed to loan the Company up to $1,000,000 to be used for ongoing expenses reasonably related to the business of the Company and the consummation of an Initial Business Combination pursuant to the Working Capital Note. The Working Capital Note is non -interest -20 -40 At December 31, 2022 and 2021, $625,000 and $0, respectively, were outstanding under Working Capital Note. Administrative Service Fee On September 21, 2021, the Company entered into an Administrative Services Agreement with Kingstown Capital Management L.P., an affiliate of the Sponsor, pursuant to which it pays a total of $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of an Initial Business Combination or a liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred and paid $180,000 of administrative service fees under the agreement. For the period from January 27, 2021 (date of inception) through December 31, 2021, the Company incurred and paid $48,000 of administrative service fees under the agreement. Professional Service Agreement The Company reimburses its Sponsor for services provided by one of the Sponsor’s employees who serve as the Company’s Chief of Staff (“COS”). The COS receives $12,500 per month for services rendered, commencing September 25, 2021, through the closing of an Initial Business Combination. For the year ended December 31, 2022, the Company incurred and paid $150,000 of compensation for services provided. For the period from January 27, 2021 (date of inception) through December 31, 2021, the Company incurred and paid $40,000 of compensation for services provided. Related Party Consulting Fees As of December 31, 2022 and 2021, the Company has incurred and paid $41,667 and $0 of fees to an affiliate of our Sponsor for consulting services related to the business combination. These fees are reflected as formation and operational costs on the statements of operations. Reimbursable Expenses to Related Party During the years ended December 31, 2022 and 2021, the Company had incurred $112,480 and $63,678 in related party transactions related to out of pocket expenses from the Sponsor, respectively. As of December 31, 2022, there was $112,448 and $1,032 included in the due to related party on the accompanying balance sheets, respectively. Forward Purchase Agreement On September 21, 2021, the Company entered into a forward purchase agreement (“FPA”) pursuant to which certain affiliates of the Sponsor (“Kingstown”) agreed to purchase up to 5,000,000 forward purchase Class A ordinary shares (“Forward Purchase Shares”), for $10.00 per share, or an aggregate amount of up to $50,000,000, in a private placement that will close concurrently with the closing of an Initial Business Combination, subject to approval by the Kingstown investment committee. The proceeds from the sale of these Forward Purchase Shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with an Initial Business Combination, will be used to satisfy the cash requirements of an Initial Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post -Initial The Company evaluated the FPA under ASC 480 and ASC 815 -40 On November 30, 2022, the FPA was terminated. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | |
Commitments and Contingencies | NOTE 14 — COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company applies accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, the Company discloses contingencies deemed to be reasonably possible and accrues loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the outcome of such matters will not have a material adverse effect on our consolidated financial statements. |
Inflection Point Acquisition Corp. [Member] | |
Commitments and Contingencies [Line Items] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Forward Purchase Shares, (iii) Private Placement Warrants which were issued in private placements simultaneously with the closing of the IPO and the Over -Allotment such securities. In addition, the holders have certain “piggy -back -20 -20 At the Closing, the Company, the Sponsor and certain securityholders of Intuitive Machines entered into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor and such securityholders were granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Intuitive Machines that they will hold following the Business Combination. Underwriting Agreement The Company granted the underwriters a 45 -day -allotments On September 24, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,000,000, excluding the proceeds from the purchase of an aggregate of 10,000,000 Units by certain of our anchor investors. The Company paid an underwriting fee at the closing of the Over -Allotment The underwriting agreement states that Citi will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering, or $11,541,250, held in the Trust Account upon the completion of an Initial Business Combination, which would be payable from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of the underwriting agreement. On November 27, 2022, in connection with the proposed Business Combination, Citi agreed to waive its entitlement to the deferred underwriting commission of $11,541,250 to which it became entitled upon completion of the Company’s Initial Public Offering, subject to the completion of an Initial Business Combination. As a result, the Company $11,541,250 was recorded to additional paid -in Business Combination with Intuitive Machines As more fully described in Note 1, the Company entered into a number of agreements as part of its Business Combination with Intuitive Machines. These agreements included but are not limited to the Business Combination Agreement, the Series A Purchase Agreement, the Cantor Purchase Agreement and Sponsor Purchase Agreement, each of which contained terms and conditions which commit the Company to certain obligations in the event the Business Combination is successful. On February 13, 2023 (the “Closing Date”), the Company consummated the previously announced business combination and related transactions (the “Transactions”) contemplated by that certain business combination agreement, dated as of September 16, 2022 (the “Business Combination Agreement”), by and between IPAX and Intuitive Machines, LLC, a Delaware limited liability company (formerly, a Texas limited liability company) (“Intuitive Machines OpCo”),following which we were renamed “Intuitive Machines, Inc.” |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Inflection Point Acquisition Corp. [Member] | |
Shareholders' Equity [Line Items] | |
Shareholders' Equity | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2022 and 2021, there were 1,386,989 Class A ordinary shares issued and outstanding, excluding 31,588,011 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each ordinary share. On February 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering and formation costs in consideration for 7,187,500 Founder Shares. On March 5, 2021, the Company effected a 1.2 to 1 -allotment -allotment Prior to the closing of the Company’s Initial Business Combination, only holders of the Class B ordinary shares will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On all other matters submitted to a vote of the Company’s shareholders, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Initial Business Combination on a one -for-one -divisions -linked -linked -linked -for-one |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | NOTE 11 — FAIR VALUE MEASUREMENTS The following tables summarize the fair value of assets and liabilities that are recorded in the Company’s consolidated balance sheets as of December 31, 2022 and 2021 at fair value on a recurring basis. December 31, 2022 Frequency of Total Level 1 Level 2 Level 3 Liabilities SAFE Agreement liabilities Recurring $ 18,314 $ — $ — $ 18,314 Total liabilities measured at fair value $ 18,314 $ — $ — $ 18,314 December 31, 2021 Frequency of Total Level 1 Level 2 Level 3 Liabilities SAFE Agreement liabilities Recurring $ 13,973 $ — $ — $ 13,973 Total liabilities measured at fair value $ 13,973 $ — $ — $ 13,973 The following tables provides a rollforward of the Company’s SAFE Agreement liabilities discussed in Note 8 — SAFE Agreements. December 31, Balance, beginning December 31, 2021 $ 13,973 Additions 4,250 Change in fair value 91 Balance December 31, 2022 $ 18,314 The fair value of the SAFE Agreements under the equity financing scenario is estimated using a Monte Carlo simulation approach. The fair value of the SAFE Agreements under the liquidity event and dissolution event scenarios is estimated based on the present value of the purchase amount. The unobservable inputs used in the fair value measurement of the Company’s SAFE Agreements are the probabilities of future scenarios, volatility, discount rate and risk -free As of December 31, 2021, the probability of an equity financing was 45.0%, the probability of a liquidity event was 50.0% and the probability of a dissolution event was 5.0%. As of December 31, 2021, the volatility utilized in the Monte Carlo simulation is 65.0%. The value under the liquidity event and dissolution event scenarios is based on the present value of the purchase amount. The present value factors are estimated based on a 9.6% discount rate based on venture capital rates of return for December 31, 2021. The periods in which the scenarios are expected to occur for the equity financing, liquidity event, and dissolution events are 0.5 years, 1.0 year, and 2.0 years, respectively as of December 31, 2021. |
Inflection Point Acquisition Corp. [Member] | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 334,589,588 $ 329,755,798 During the period from January 27, 2021 (date of inception) through December 31, 2021 the over -allotment -480 -allotment -allotment -allotment -allotment -allotment The following table presents the quantitative information regarding Level 3 fair value measurement inputs: October 29, September 24, Stock Price $ 10.00 $ 10.00 Exercise Price $ 10.00 $ 10.00 Volatility 4.5 % 4.4 % Term (years) 0.03 0.12 Dividend Yield 0.00 0.00 Risk Free Rate-Daily Treasury Yield Curve 0.08 % 0.06 % The following table presents the changes in the fair value of the Level 3 over -allotment Over-allotment Fair value as of January 27, 2021 (inception) $ — Initial measurement on September 24, 2021 281,301 Change in fair value at October 29, 2021 (148,449 ) Fair value of expired over-allotment option at November 8, 2021 (45,022 ) Partial exercise of over-allotment liability at October 29, 2021 (87,830 ) Fair value as of December 31, 2021 $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Line Items] | |
Subsequent Events | NOTE 17 — SUBSEQUENT EVENTS Management has evaluated subsequent events occurring after the date of the financial statements but before the financial statements were issued on March Business Combination with Inflection Point Acquisition Corp. On February |
Inflection Point Acquisition Corp. [Member] | |
Subsequent Events [Line Items] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 13, 2023, the Company consummated the Business Combination pursuant to that certain Business Combination Agreement, dated September 16, 2022 as further described in the Current Report on Form 8 -K Prior to the Company’s extraordinary general meeting held on February 8, 2023, 27,481,818 holders of IPAX Class A Ordinary Shares exercised their right to redeem those shares for cash at a price of approximately $10.1843 per share, for an aggregate of $279,884,314 (the “Redemptions”). As previously announced, on February 9, 2023, IPAX and Intuitive Machines OpCo entered into separate agreements (each, a “Forward Purchase Agreement”, and together, the “Forward Purchase Agreements”) with each of Polar Multi -Strategy -the-counter |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [Abstract] | |
REVENUE | NOTE 3 — REVENUE Disaggregated Revenues We disaggregate our revenue from contracts with customers by contract type. The following tables provide information about disaggregated revenue for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Revenue by Contract Type Fixed price $ 80,801 94 % $ 68,487 94 % Time and materials 5,145 6 % 4,063 6 % Total $ 85,946 100 % $ 72,550 100 % Contract Assets and Liabilities Contract assets primarily relate to deferred contract costs for subcontracted launch services, as well as work completed not yet billed for performance obligations that are satisfied over time. Deferred contract costs and unbilled receivables are recorded contract assets on our consolidated balance sheets. Contract assets related to deferred contract costs are amortized straight -line -term -term -term The following table presents contract assets as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Contract Assets Deferred contract costs $ 6,633 $ 1,800 Unbilled receivables 347 44 Total $ 6,979 $ 1,844 For the years ended December 31, 2022 and 2021, amortization expense associated with deferred contract costs for subcontracted launch services is recorded in cost of services and was $43.3 million and $45.7 million, respectively. The following table presents contract liabilities as of December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Contract Liabilities Contract liabilities – current Deferred revenue $ 39,831 $ 31,644 Contract loss provision 10,120 12,001 Accrued launch costs 6,705 5,984 Total contract liabilities – current 56,656 49,629 Contract liabilities – long-term Contract loss provision 2,188 10,530 Total contract liabilities – long-term 2,188 10,530 Total contract liabilities $ 58,844 $ 60,159 Revenue recognized from amounts included in contract liabilities at the beginning of the period was $31.4 million and $30.5 million during the years ended December 31, 2022 and 2021, respectively. Loss Contracts Contract losses are a result of constraining variable consideration and estimated contract costs exceeding current contract price. The Company experiences favorable or unfavorable changes to contract losses from time to time due to changes in estimated contract costs and modifications that result in changes to contract price. In the year ended December 31, 2022 and 2021, we recorded $(9.3) million and $31.5 million in cumulative (favorable) and unfavorable changes, respectively, related to contracts with customers. As of December 31, 2022, the status of these loss contracts were as follows: (1) (2) (3) • Remaining Performance Obligations Remaining performance obligations represent the remaining transaction price of firm orders for which work has not been performed and excludes unexercised contract options. As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining fixed price performance obligations was $101.4 million. The Company expects to recognize revenue on approximately 80 -85 -20 For time and materials contracts, we have adopted the practical expedient that allows us to recognize revenue based on our right to invoice; therefore, we do not report unfulfilled performance obligations for time and materials agreements. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 — PROPERTY AND EQUIPMENT, NET As of December 31, 2022, and 2021, property and equipment, net consisted of the following (in thousands): December 31, December 31, Leasehold improvements $ 1,544 $ 1,527 Vehicles and trailers 129 129 Computers and software 1,673 1,306 Furniture and fixtures 794 766 Machinery and equipment 2,211 1,962 Construction in progress 17,747 2,282 Property and equipment, gross 24,098 7,972 Less: accumulated depreciation and amortization (2,922 ) (2,123 ) Property and equipment, net $ 21,176 $ 5,849 Total depreciation related to property and equipment for the years ended December 31, 2022 and 2021 was $1.1 and $0.8 million, respectively. As of December 31, 2022 and 2021, the Company pledged property and equipment with net book value of approximately $20.3 million and $4.7 million, respectively, as security for its comprehensive credit facilities with Live Oak Bank. As of December 31, 2022, Construction in progress includes $10.3 million of construction costs for a lunar operations center as further described in Note 5 — Leases as well as $7.3 million of costs associated with the fabrication of a commercial communications satellite. The Company capitalized interest in connection with construction in progress of $247 thousand and $33 for the years ended December 31, 2022 and 2021, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 5 — LEASES The Company leases real estate for office space and for administrative, research, marketing and light manufacturing operations of the Lessee’s aerospace related research and development business under operating leases. There are no finance leases. The Company has six real estate leases with lease terms ranging from 16 months to 250 months, some of which contain options to extend and some of which contain options to terminate the lease without cause at the option of lessee. The Company’s real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which the Company accounts for as variable lease costs when incurred since the company has elected to not separate lease and non -lease In the year ended December 31, 2021, the Company signed a ground lease agreement for the development of a lunar operations center that will serve as a production and testing facility of lunar lander components and other aerospace related operations. The facility is currently under construction, and the lessor will reimburse up to $40 million for certain costs incurred by the Company for design, construction, and development. The Company concluded that it was deemed the owner, for accounting purposes only, of the facility under build -to-suit that the facility qualified for sale and leaseback accounting, with the leaseback being classified as an operating lease. The Company recorded right -of-use As of December 31, 2022, the Company had entered into an operating lease for additional office space that had not yet commenced. The lease commenced in January 2023 with a lease term of 8 months. The components of total lease expense are as follows (in thousands): Year Ended 2022 2021 Operating lease cost $ 721 $ 478 Total lease cost $ 721 $ 478 The components of supplemental cash flow information related to operating leases are as follows (in thousands): Year Ended 2022 2021 Cash paid (received) for amounts included in the measurement of lease liabilities: Cash flow from operating activities $ 832 $ 633 Weighted Average Lease Term (months) 155 59 Weighted average discount rate 5.7 % 6.0 % The Company recorded $10.3 million and zero in property and equipment related to reimbursable leasehold improvement costs incurred as of December 31, 2022 and 2021, respectively. The supplemental balance sheet information related to operating leases for the period is as follows (in thousands): December 31, December 31, Long-term right-of-use assets $ 4,829 $ 1,829 Current lease liabilities $ 725 $ 514 Long-term lease liabilities 5,078 2,371 Total operating lease liabilities $ 5,803 $ 2,885 The table below includes the estimated future undiscounted cash flows for operating leases as of December 31, 2022 (in thousands): Year Ending December 31, Amount 2023 $ 858 2024 916 2025 768 2026 706 2027 219 Thereafter 5,681 Total undiscounted lease payments $ 9,148 Less: imputed interest 3,345 Present value of lease liabilities $ 5,803 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt [Abstract] | |
DEBT | NOTE 6 — DEBT The following table summarizes our outstanding debt (in thousands): December 31, December 31, Credit Mobilization Facility $ 20,000 $ 12,000 First Insurance Funding Loan — 108 Principal amount of long-term debt 20,000 12,108 Less: deferred financing costs (39 ) — Less: current maturities (16,098 ) (12,108 ) Long-term debt, net of current maturities 3,863 — As of December 31, 2022, the weighted -average -term -average -term Live Oak Credit Mobilization Credit Facility Line of Credit On December 12, 2019, we entered into a loan agreement with Live Oak Banking Company which provided a $12.0 million Credit Mobilization Facility with a due date of December 12, 2022 and a $1.0 million line of credit with a due date of December 12, 2020. Both the Credit Mobilization Facility and line of credit bear interest (payable monthly) at a rate per annum equal to 6.0%. The Credit Mobilization Facility and line of credit are secured by substantially all of the assets of the Company. On December 8, 2020 the Company entered into a Loan Modification Agreement with Live Oak Banking Company which amended the terms of the line of credit, including decreasing the maximum principal from $1.0 million to $400 thousand, extending the maturity date from December 12, 2020 to December 10, 2021, and changing the interest rate from 6.0% to a variable interest rate at the prime rate, as published in the Wall Street Journal newspaper, plus 2.0%. On April 30, 2021, we entered into a commitment with Live Oak Banking Company which provided a $12.0 million contract mobilization credit facility with a loan maturity of November 15, 2022, which superseded the existing contract mobilization credit facility. On December 10, 2021 the line of credit expired. The Company had no balance outstanding at that time and did not renew the line of credit. On July 14, 2022, we entered into the Second Amended and Restated Loan Agreement with Live Oak Banking Company which provided an $8.0 million mobilization credit facility with a loan maturity of July 14, 2024 and extended the maturity date of our existing $12.0 million mobilization credit facility to November 14, 2023. The $8.0 million mobilization credit facility requires early payment of principal upon the completion of certain mission milestones. If the milestones are completed, principal payments of $4.1 million and $3.9 million would be due prior to loan maturity in 2023 and 2024, respectively. The $12.0 million mobilization credit facility requires principal payments of $8.0 million on August 15, 2023 and $4.0 million on November 14, 2023. The mobilization credit facilities bear interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2% and (b) 5%. The mobilization credit facilities require the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company. There was $20 and $12 million outstanding under the credit mobilization facilities as of December 31, 2022 and 2021, respectively. Paycheck Protection Program On April 7, 2020, the Company received loan proceeds of $1.8 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The PPP Loan, which was in the form of a promissory note (the “Note”), dated April 7, 2020, between Intuitive Machines and Live Oak Banking Company, as the lender, originally matured on April 7, 2022. Under the terms of the PPP, some or all of the PPP Loan amount may be forgiven if the PPP Loan proceeds are used for qualifying expenses as described in the CARES Act and the Note, such as payroll costs, benefits, rent, and utilities. The Company applied for forgiveness to the Small Business Association (“SBA”) on December 14, 2020. On April 4, 2021, the Company was notified that the PPP Loan was forgiven and recorded a $1.8 million gain on extinguishment of debt. First Insurance Funding Loans On August 24, 2021, we entered into a loan agreement with First Insurance Funding (“First FIF Loan”) which provided $0.1 million in credit to be used to purchase certain insurance policies with a due date of May 21, 2022. On December 3, 2021, we entered into a second loan agreement with First Insurance Funding (“Second FIF Loan”) which provided an additional $0.1 million in credit to be used to purchase certain insurance policies with a due date of May 21, 2022. Both the First FIF Loan and the Second FIF Loan, collectively the “FIF Loans”, bear interest (payable monthly) at a rate per annum equal to 5.9%. There was $— |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 — INCOME TAXES The Company is treated as a partnership for tax purposes and therefore not subject to U.S. federal income tax. The Company is subject to Texas Margins Tax. The Company also has a corporate subsidiary, Intuitive Aviation, Inc., that is subject to U.S. federal and state income taxes. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them. Research and development expenses must be amortized over five years for research performed in the U.S. and 15 years for research performed outside the U.S. Although Congress is considering legislation that would defer the amortization requirement to later years, it is not certain that the provision will be repealed or otherwise modified. The legislation did not have an impact on the tax provision currently because of the Company’s status as a non -taxable On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law. The IRA contains significant tax law changes, including a corporate alternative minimum tax (“CAMT”) of 15% on adjusted financial statement income for applicable corporations, and a 1% excise tax on stock repurchases after December 31, 2022. The IRA also extends certain federal tax credits and creates new tax credits to promote sustainability initiatives. The IRA did not have a material impact on our consolidated financial statements. In July 2020, the U.S. Treasury Department released final and proposed regulations on IRC Section 163(j) which limits business interest expense deductions. These regulations apply to tax years beginning January 1, 2021. However, taxpayers may choose to apply these regulations to tax years beginning after December 31, 2017. The Company adopted the final regulations for the year ended December 31, 2021. This did not result in any material impact to the provision. The Company’s consolidated income tax provision consisted of the following components (in thousands): Year Ended 2022 2021 Current: Federal $ — $ — State (16 ) 2 $ (16 ) $ 2 Deferred: Federal — — State (7 ) — $ (7 ) — Total income tax provision $ (23 ) $ 2 The reconciliation of the income tax provision computed at the Company’s effective tax rate is as follows (in thousands except for rates): Years Ended December 31, 2022 2021 Loss before income taxes $ (6,428 ) $ (35,646 ) Statutory income tax rates 21 % 21 % Expected income tax benefit $ (1,349 ) $ (7,486 ) Nontaxable entity $ 1,348 $ 7,486 State income tax expense $ (23 ) $ 2 Change in valuation allowance $ 1 $ — Total income tax expense $ (23 ) $ 2 The Company’s effective tax rates for the years ended December 31, 2022 and 2021 were (0.36)% and 0.01%, respectively. The difference between the Company’s effective tax rate for the period ended December 31, 2022, and the U.S. statutory tax rate of 21% was primarily due to non -taxable Significant components of the Company’s deferred tax assets and liabilities related to Intuitive Aviation are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss $ 165 $ 164 Property and equipment 11 11 Inventory 148 148 Deferred revenue 12 — Total deferred tax assets $ 336 $ 323 Valuation allowance (324 ) (323 ) Net deferred tax assets $ 12 $ — Deferred tax liabilities: 481(a) deferred revenue (5 ) — Total deferred tax liabilities $ (5 ) $ — Net deferred tax asset (liability) $ 7 — As of December 31, 2022, Intuitive Aviation had approximately $787 thousand of federal net operating loss carryforwards (“NOL carryforwards”), which do not have an expiration date. The Company’s deferred tax assets, including these NOL carryforwards have been reduced by a valuation allowance due to a determination made that it is more likely than not that some or all of the deferred assets will not be realized based on the weight of all available evidence. The Company continues to closely monitor and weigh all available evidence, including both positive and negative, in making its determination whether to maintain a valuation allowance. As a result of the significant negative weight placed on the Intuitive Aviation’s cumulative negative earnings position, the Company continued to maintain a valuation allowance against its remaining net deferred tax asset at December 31, 2022 and December 31, 2021. The Company files income tax returns in the U.S., including federal and various state filings. The number of years that are open under the statute of limitations and subject to audit varies depending on the tax jurisdiction. We remain subject to U.S. federal tax examinations for years after 2018. For the periods ending December 31, 2022, and 2021, the Company has no reserves for uncertain tax positions. The Company has elected to record interest and penalties associated with uncertain tax positions as general and administrative expenses. |
Safe Agreements
Safe Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Safe Agreements [Abstract] | |
SAFE AGREEMENTS | NOTE 8 — SAFE AGREEMENTS As of December 31, 2022, the Company received $4.3 million in proceeds from three new SAFE Agreements which were executed on January 4, 2022, January 5, 2022 and February 8, 2022 (the “New SAFE Agreements”). Proceeds from the New SAFE Agreements will be used to fund operations. The New SAFE Agreements are subject to the same terms and conditions as previous SAFE Agreements. As of December 31, 2021, the Company received $13.0 million in cash related to two SAFE Agreements and 555,556 If an equity financing transaction event, pursuant to which the Company issues and sells preferred stock at a fixed valuation, occurs before the termination of the SAFE, the Company will issue preferred stock to the investor. On the initial close of the equity financing transaction, the SAFE will convert into the number of shares equal to the investment amount divided by either (i) the price per share equal to the valuation cap, as established in the SAFE, divided by the Company capitalization or (ii) 90% of the lowest price per share sold in the equity financing transaction, whichever calculation results in the greatest number of shares. If a liquidity event, including a change of control, direct listing, or initial public offering, occurs before the termination of the SAFE, the investor will receive consideration equal to the greater of (i) the investment amount or (ii) the amount payable on the number of shares equal to the investment amount divided by the price per share as determined by taking the valuation cap (defined in the SAFE) divided by the Company capitalization. In a dissolution event, as defined in the SAFE, the Company will pay the investor an amount equal to the purchase price, due and payable immediately prior to the consummation of the dissolution event. As of December 31, 2022, the SAFE Agreements along with New SAFE Agreements had not yet converted as a qualifying financing event. Pursuant to the guidance under ASC 480, the Company determined that the SAFE agreements should be recorded as liabilities on the Company’s balance sheet and should be initially and subsequently measured at fair value with the changes in fair value recognized in earnings. |
Members' Equity
Members' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Members' Equity [Abstract] | |
MEMBERS’ EQUITY | NOTE 9 — MEMBERS’ EQUITY The Company has two classes of common equity, Class A Common Units (“Class A Units” or “Class A Unit Interests”) and Class B Common Units (“Class B Units” or “Class B Unit Interests”) which are held by Members. Class A Unit Interests have all the rights, privileges, preferences, and obligations provided for in the amended and restated LLC Agreement dated May 25, 2021, which are generally consistent with an ordinary equity ownership interest. The Company is authorized to issue an unlimited number of Class A Unit Interests. The Class A Unit Interests of the Company are based upon the fair market value of the Company as a whole, at the time of monetary contribution. In accordance with the amended and restated LLC agreement, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit split on May 25, 2021. The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, the number of Members’ Units outstanding and per -unit the effect of the unit split. As part of the Unit Split, the par value of our Members’ Units was adjusted from $1 per unit to $0.00001 per unit. As of December 31, 2022 and 2021, there were 122,505,500 and 122,500,000 Class A Units issued and outstanding, respectively. Class B Unit Interests are non -voting |
Unit-Based Compensation
Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Unit-Based Compensation [Abstract] | |
UNIT-BASED COMPENSATION | NOTE 10 — UNIT-BASED COMPENSATION 2021 Unit Option Plan On May 25, 2021, the Company’s board of directors adopted, and its members approved the 2021 Unit Option Plan, or the 2021 Plan. The 2021 Plan allows the Company to grant Incentive Unit Options to purchase Class B Unit Interests. Pursuant to the plan, up to 6,125,000 Unit Option Activity The following table sets forth the summary of unit option activity under the 2022 Plan: Number of Weighted Weighted (Years) Aggregate Outstanding as of December 31, 2021 3,043,000 $ 1.00 6.4 (791,180 ) Granted 550,000 4.81 9.9 — Exercised (5,500 ) 1.00 8.7 — Forfeited/Cancelled (234,500 ) 1.00 8.7 — Balance as of December 31, 2022 3,353,000 $ 1.63 8.90 $ 10,643,900 Exercisable as of December 31, 2022 1,195,550 $ 1.00 8.71 $ 4,543,090 Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s units determined by our Board of Directors for each of the respective periods. The following table sets forth the summary of weighted -average -date Weighted- Date Value Non-vested as of December 31, 2021 $ 0.30 Granted 3.07 Vested 0.30 Forfeited 0.30 Non-vested as of December 31, 2022 $ 1.01 Unit-Based Compensation Unit -based -based Valuation of Unit-Based Compensation Awards The following weighted average assumptions were used to calculate the fair value of each unit option award under the Black -Scholes December 31, 2022 2021 Expected unit price volatility 65 – 70 % 45.0 % Risk-free interest rate 2.9 – 3.6 % 0.1 % Expected annual dividend yield — % — % Expected term (years) 6.50 1.04 |
Earnings Per Unit
Earnings Per Unit | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER UNIT | NOTE 12 — EARNINGS PER UNIT Basic income (loss) per share is computed by dividing net income (loss) attributable to Class A Common Unit holders by the sum of the weighted -average As a result, the calculation of diluted income (loss) per unit was equal to the calculation of basic income (loss) per unit. The following table presents net loss per unit and related information: Year Ended December 31, 2022 2021 (in thousands, except per unit data) Basic and diluted: Net loss $ (6,405 ) $ (35,648 ) Weighted-average common shares outstanding 122,501,241 122,500,000 Basic and diluted net loss per unit $ (0.05 ) $ (0.29 ) |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2022 | |
Variable Interest Entity Abstract | |
VARIABLE INTEREST ENTITY | NOTE 15 — VARIABLE INTEREST ENTITY The Company determines whether joint ventures in which it has invested meet the criteria of a variable interest entity or “VIE” at the start of each new venture and when a reconsideration event has occurred. A VIE is a legal entity that satisfies any of the following characteristics: (a) the legal entity does not have sufficient equity investment at risk; (b) the equity investors at risk as a group, lack the characteristics of a controlling financial interest; or (c) the legal entity is structured with disproportionate voting rights. The Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. IX, LLC Joint Venture The Company participates in the IX, LLC joint venture (“IX LLC JV”) with X -energy -energy -temperature -energy -founder -founder -energy -energy The IX LLC JV was formed to pursue nuclear space propulsion and surface power systems in support of future space exploration goals. In the third quarter of 2022, the IX LLC JV received an award from Battelle Energy Alliance (“BAE”) to design a fission power system that can operate on the surface of the Moon to support sustained lunar presence and exploration of Mars. As of December 31, 2022, the IX LLC JV had total assets of $1.3 million and total liabilities of $1.3 million associated with project execution activities subcontracted to the JV partners and other third parties. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 16 — SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information consists of the following (in thousands): Year Ended 2022 2021 Supplemental cash flow information: Cash paid for interest, net $ 1,013 $ 230 Cash paid for Texas margin tax $ — $ — Accrued capital expenditures $ (38 ) $ — |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies, by Policy (Policies) [Line Items] | |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. The Company bases its estimates and assumptions on historical experience, other factors, including the current economic environment and on various other judgments that it believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash, time deposits and other highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. |
Income Taxes | Income Taxes Intuitive Machines Intuitive Machines has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for federal income taxes has been recorded for Intuitive Machines, LLC. However, the Company is subject to Texas Margin Taxes. The Company recorded $23 thousand of income tax benefit and $2 thousand of income tax expense for the years ended December 31, 2022 and 2021, respectively, in the accompanying consolidated statements of operations. Intuitive Machines is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (“the Centralized Partnership audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of Intuitive Machines would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that Intuitive Machines would pay an “imputed underpayment” including interest and penalties, if applicable. Intuitive Machines may instead elect to make a “push -out Intuitive Aviation Intuitive Aviation is a corporation for tax purposes and is subject to U.S. federal income taxes. Accordingly, provision for income taxes has been recorded for Intuitive Aviation, Inc. We use the asset and liability method of accounting for income taxes for Intuitive Aviation. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date. The realizability of deferred tax assets is evaluated quarterly based on a “more likely than not” standard and, to the extent this threshold is not met, a valuation allowance is recorded. We have determined that there are not any tax positions outstanding that would fail to meet a “more likely than not” standard, and therefore there have not been any uncertain tax positions identified. Space Network Solutions Space Network Solutions has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for federal income taxes has been recorded for Space Network Solutions, LLC. However, Space Network Solutions is subject to Texas Margin Taxes. The Company recorded $0 for the years ended December 31, 2022 and 2021, respectively, in income tax expense in the accompanying consolidated statements of operations. Space Network Solutions is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (“the Centralized Partnership audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of Space Network Solutions would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that Space Network Solutions would pay an “imputed underpayment” including interest and penalties, if applicable. Space Network Solutions may instead elect to make a “push -out The Company follows the guidance of ASC Topic 740, Income Taxes. |
Accounting Principles Recently Adopted | Accounting Principles Recently Adopted In December 2019, the FASB issued ASU 2019 -12 -period -to-date -related -12 In October 2020, the FASB issued ASU 2020 -10 -10 |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. Our consolidated financial statements include the accounts of Intuitive Machines, the accounts of Intuitive Aviation Inc. (“IA” or “Intuitive Aviation”), a wholly owned subsidiary, Space Network Solutions, LLC (“SNS” or “Space Network Solutions”), and IX, LLC, variable interest entities (“VIE”) for which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. |
Unit Split | Unit Split On May 25, 2021, in accordance with the amended and restated limited liability company agreement of IM, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit (the “Unit Split”). The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, all share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Unit Split. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision -maker |
Certain Significant Risks and Uncertainties | Certain Significant Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. By their nature, all such financial instruments involve risks, including the credit risk of nonperformance by counterparties. The Company generally does not require collateral to support the obligations of the counterparties and cash levels held at banks are more than federally insured limits. The Company limits its exposure to credit loss by maintaining its cash and cash equivalents with highly rated financial institutions. The Company has not experienced material losses on its deposits of cash and cash equivalents. The Company monitors the creditworthiness of its customers to whom it grants credit terms in the normal course of its business. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for expected credit losses against amounts to reduce the net recognized receivable to the amount it reasonably believes will be collected and revenue recognition is deferred until the amount is collected and the contract is completed. For all other customers, the Company records allowances for credit losses based on the specific analysis of the customer’s ability to pay on an as needed basis. Major customers are defined as those individually comprising more than 10% of revenue. For the years ended December 31, 2022 and 2021, there was one major customer that accounted for 83% and 83%, respectively, of the Company’s total revenue. The largest customer did not have any accounts receivable as of December 31, 2022, while two other customers accounted for 35% and 14% of the accounts receivable balance as of December 31, 2022. The largest customer did not have any accounts receivable as of December 31, 2021, while two other customers accounted for 40% and 30% of the accounts receivable balance as of December 31, 2021. Major suppliers are defined as those individually comprising more than 10% of the annual goods or services purchased. For the years ended December 31, 2022 and 2021, the Company had one major supplier representing 63% and 42% of goods and services purchased, respectively. As of December 31, 2022, the largest supplier represented 21% of the accounts payable balance. As of December 31, 2021, the largest supplier did not have any accounts payable, while two other suppliers accounted for 17% and 13% of the accounts payable balance. |
Liquidity and Capital Resources | Liquidity and Capital Resources As of December As further described in Note Management believes that the cash available from the consummation of the business combination and related transactions will be sufficient to fund the short -term -month |
Restricted Cash | Restricted Cash Restricted cash consists of cash not readily available for general purpose cash needs. Restricted cash relates to cash held at commercial banks to support credit accounts. Restricted cash serving as collateral will be released upon full repayment of the credit account. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount and unbilled receivable, less an allowance for any potential expected uncollectible amounts and do not bear interest. The Company estimates allowance for credit losses based on the credit worthiness of each customer, historical collections experience and other information, including the aging of the receivables. The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected. |
Prepayments and Other Current Assets | Prepayments and Other Current Assets Prepaid and other current assets primarily consist of prepaid service fees, security deposits and other general prepayments. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net are stated at cost, less accumulated depreciation. Property and equipment which are not in service are classified as construction -in-process Depreciation is computed using the straight -line Asset Useful Life Leasehold improvements 1 – 7 years Vehicles and trailers 3 – 5 years Computers and software 3 years Furniture and fixtures 5 years Machinery and equipment 3 – 7 years Expenditures for maintenance and repairs that do not extend the useful lives of property and equipment are recognized as expenses when incurred. Upon retirement or sale of assets, the cost and related accumulated depreciation and amortization is written off. No material gains or losses related to the sale of assets have been recognized in the accompanying consolidated statements of operations. |
Long-Lived Assets | Long-Lived Assets Long -lived -lived -lived -lived -lived |
Operating Lease Liabilities and Right-of-Use Assets | Operating Lease Liabilities and Right-of-Use Assets We determine whether a contract is or contains a lease when we have the right to control the use of the identified asset in exchange for consideration. Lease liabilities and right -of-use -line -lease -of-use |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade receivables, trade payables, amounts receivable or payable to related parties and long -term -term We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We estimate fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which is categorized in one of the following levels: (1) (2) -derived (3) |
General and Administrative Expense | General and Administrative Expense General, selling, and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; rent relating to the Company’s office space; professional fees and other general corporate costs. Human capital expenses primarily include salaries and benefits. |
Revenue Recognition | Revenue Recognition Most of our revenues are from long -term -term Contract Combination To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in each period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a significant service of integrating a complex set of tasks and components into a single project or capability. Contract Types The Company performs work under contracts that broadly consist of fixed -price For most of our business, where performance obligations are satisfied due to the continuous transfer of control to the customer, revenue is recognized over time. Where the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability, those contracts are accounted for as single performance obligations. We recognize revenue generally using the cost -to-cost -price -based For a small portion of our business, where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable. Under the typical payment terms of our services contracts, amounts are billed as work progresses in accordance with agreed -upon Contract Costs Contract costs include all direct materials, labor and subcontractor costs and an allocation of indirect costs related to contract performance. Customer -furnished -to-cost -term -launch -party -launch Variable Consideration It is common for our contracts to contain variable consideration in the form of award fees, incentive fees, performance bonuses, liquidated damages or penalties that may increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or targets and can be based on customer discretion. We estimate the amount of variable consideration based on a weighted probability or the most likely amount to which we expect to be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or forecasted) that is reasonably available to us. Contract Estimates and Modifications Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex and subject to many variables and requires significant judgment. As a significant change in estimated total revenue and cost could affect the profitability of our contracts, we routinely review and update our contract -related -to-cost We typically recognize changes in contract estimates on a cumulative catch -up Contracts are often modified to account for changes in contract specifications and requirements. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch -up -alone Unbilled Receivables and Deferred Revenue Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the cost -to-cost -term -to-cost -by-contract The payment terms of our contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered to contain a significant financing component as we expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation. |
Unit-Based Compensation | Unit-Based Compensation We recognize all unit -based -based We estimate the fair value of unit -based -Scholes -Scholes -based -line five |
Inflection Point Acquisition Corp. [Member] | |
Accounting Policies, by Policy (Policies) [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company Status | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2022 and 2021, all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re -valued -current -cash For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our statements of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two -class -Allotment -Allotment diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares. For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (152,326 ) $ (38,082 ) $ (174,998 ) $ (140,513 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 9,322,714 7,485,546 Basic and diluted net income (loss) per share $ (0.00 ) $ (0.00 ) $ (0.02 ) $ (0.02 ) |
Offering Costs associated with the Public Offering | Offering Costs associated with the Public Offering The Company complies with the requirements of the ASC 340 -10-S99-1 -allotment |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption 31,588,011 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with an Initial Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in |
Related Party Redemption Waiver Agreement | Related Party Redemption Waiver Agreement In September 2021, the Company entered into a redemption waiver agreement with one of its Anchor Investors, Kingstown 1740, whereby Kingstown 1740 agreed to waive its redemption rights on 1,386,989 Class A ordinary shares (the “Non -Redemption As of December 31, 2022 and 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption, December 31, 2021 315,880,110 Plus: Remeasurement of carrying value to redemption value 4,839,588 Class A ordinary shares subject to redemption, December 31, 2022 $ 320,719,698 |
Income Taxes | Income Taxes Under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. |
Accounting Principles Recently Adopted | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of basic and diluted net loss per share | Year Ended December 31, 2022 2021 (in thousands, except per unit data) Basic and diluted: Net loss $ (6,405 ) $ (35,648 ) Weighted-average common shares outstanding 122,501,241 122,500,000 Basic and diluted net loss per unit $ (0.05 ) $ (0.29 ) |
Schedule of estimated useful lives of assets | Asset Useful Life Leasehold improvements 1 – 7 years Vehicles and trailers 3 – 5 years Computers and software 3 years Furniture and fixtures 5 years Machinery and equipment 3 – 7 years |
Inflection Point Acquisition Corp. [Member] | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of basic and diluted net loss per share | For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (152,326 ) $ (38,082 ) $ (174,998 ) $ (140,513 ) Denominator: Basic and diluted weighted-average shares outstanding 32,975,000 8,243,750 9,322,714 7,485,546 Basic and diluted net income (loss) per share $ (0.00 ) $ (0.00 ) $ (0.02 ) $ (0.02 ) |
Schedule of Class A ordinary shares subject to possible redemption | Gross proceeds from IPO and partial exercise of over-allotment option $ 329,750,000 Less: proceeds from shares not subject to redemption (13,869,890 ) Less: Proceeds allocated to public warrants (11,995,753 ) Over-allotment liability (281,301 ) Ordinary share issuance costs (24,538,134 ) Plus: Remeasurement of carrying value to redemption value 36,815,188 Class A ordinary shares subject to redemption, December 31, 2021 315,880,110 Plus: Remeasurement of carrying value to redemption value 4,839,588 Class A ordinary shares subject to redemption, December 31, 2022 $ 320,719,698 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements (Tables) [Line Items] | |
Schedule of fair value of assets and liabilities | December 31, 2022 Frequency of Total Level 1 Level 2 Level 3 Liabilities SAFE Agreement liabilities Recurring $ 18,314 $ — $ — $ 18,314 Total liabilities measured at fair value $ 18,314 $ — $ — $ 18,314 December 31, 2021 Frequency of Total Level 1 Level 2 Level 3 Liabilities SAFE Agreement liabilities Recurring $ 13,973 $ — $ — $ 13,973 Total liabilities measured at fair value $ 13,973 $ — $ — $ 13,973 |
Schedule of rollforward of the company’s SAFE agreement liabilities | December 31, Balance, beginning December 31, 2021 $ 13,973 Additions 4,250 Change in fair value 91 Balance December 31, 2022 $ 18,314 |
Inflection Point Acquisition Corp. [Member] | |
Fair Value Measurements (Tables) [Line Items] | |
Schedule of assets that are measured at fair value | Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 334,589,588 $ 329,755,798 |
Schedule of Level 3 fair value measurement inputs | October 29, September 24, Stock Price $ 10.00 $ 10.00 Exercise Price $ 10.00 $ 10.00 Volatility 4.5 % 4.4 % Term (years) 0.03 0.12 Dividend Yield 0.00 0.00 Risk Free Rate-Daily Treasury Yield Curve 0.08 % 0.06 % |
Schedule of changes in the fair value of the Level 3 over-allotment liability | Over-allotment Fair value as of January 27, 2021 (inception) $ — Initial measurement on September 24, 2021 281,301 Change in fair value at October 29, 2021 (148,449 ) Fair value of expired over-allotment option at November 8, 2021 (45,022 ) Partial exercise of over-allotment liability at October 29, 2021 (87,830 ) Fair value as of December 31, 2021 $ — |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenue | Year Ended December 31, 2022 2021 Revenue by Contract Type Fixed price $ 80,801 94 % $ 68,487 94 % Time and materials 5,145 6 % 4,063 6 % Total $ 85,946 100 % $ 72,550 100 % |
Schedule of contract assets | December 31, 2022 December 31, 2021 Contract Assets Deferred contract costs $ 6,633 $ 1,800 Unbilled receivables 347 44 Total $ 6,979 $ 1,844 |
Schedule of contract liabilities | December 31, 2022 December 31, 2021 Contract Liabilities Contract liabilities – current Deferred revenue $ 39,831 $ 31,644 Contract loss provision 10,120 12,001 Accrued launch costs 6,705 5,984 Total contract liabilities – current 56,656 49,629 Contract liabilities – long-term Contract loss provision 2,188 10,530 Total contract liabilities – long-term 2,188 10,530 Total contract liabilities $ 58,844 $ 60,159 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, December 31, Leasehold improvements $ 1,544 $ 1,527 Vehicles and trailers 129 129 Computers and software 1,673 1,306 Furniture and fixtures 794 766 Machinery and equipment 2,211 1,962 Construction in progress 17,747 2,282 Property and equipment, gross 24,098 7,972 Less: accumulated depreciation and amortization (2,922 ) (2,123 ) Property and equipment, net $ 21,176 $ 5,849 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of total lease expense | Year Ended 2022 2021 Operating lease cost $ 721 $ 478 Total lease cost $ 721 $ 478 |
Schedule of cash flow information related to operating leases | Year Ended 2022 2021 Cash paid (received) for amounts included in the measurement of lease liabilities: Cash flow from operating activities $ 832 $ 633 Weighted Average Lease Term (months) 155 59 Weighted average discount rate 5.7 % 6.0 % |
Schedule of balance sheet information related to operating leases | December 31, December 31, Long-term right-of-use assets $ 4,829 $ 1,829 Current lease liabilities $ 725 $ 514 Long-term lease liabilities 5,078 2,371 Total operating lease liabilities $ 5,803 $ 2,885 |
Schedule of estimated future undiscounted cash flows for operating leases | Year Ending December 31, Amount 2023 $ 858 2024 916 2025 768 2026 706 2027 219 Thereafter 5,681 Total undiscounted lease payments $ 9,148 Less: imputed interest 3,345 Present value of lease liabilities $ 5,803 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt | December 31, December 31, Credit Mobilization Facility $ 20,000 $ 12,000 First Insurance Funding Loan — 108 Principal amount of long-term debt 20,000 12,108 Less: deferred financing costs (39 ) — Less: current maturities (16,098 ) (12,108 ) Long-term debt, net of current maturities 3,863 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | Year Ended 2022 2021 Current: Federal $ — $ — State (16 ) 2 $ (16 ) $ 2 Deferred: Federal — — State (7 ) — $ (7 ) — Total income tax provision $ (23 ) $ 2 |
Schedule of income tax provision computed at the company’s effective tax rate | Years Ended December 31, 2022 2021 Loss before income taxes $ (6,428 ) $ (35,646 ) Statutory income tax rates 21 % 21 % Expected income tax benefit $ (1,349 ) $ (7,486 ) Nontaxable entity $ 1,348 $ 7,486 State income tax expense $ (23 ) $ 2 Change in valuation allowance $ 1 $ — Total income tax expense $ (23 ) $ 2 |
Schedule of deferred tax assets and liabilities | December 31, 2022 2021 Deferred tax assets: Net operating loss $ 165 $ 164 Property and equipment 11 11 Inventory 148 148 Deferred revenue 12 — Total deferred tax assets $ 336 $ 323 Valuation allowance (324 ) (323 ) Net deferred tax assets $ 12 $ — Deferred tax liabilities: 481(a) deferred revenue (5 ) — Total deferred tax liabilities $ (5 ) $ — Net deferred tax asset (liability) $ 7 — |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of unit option activity | Number of Weighted Weighted (Years) Aggregate Outstanding as of December 31, 2021 3,043,000 $ 1.00 6.4 (791,180 ) Granted 550,000 4.81 9.9 — Exercised (5,500 ) 1.00 8.7 — Forfeited/Cancelled (234,500 ) 1.00 8.7 — Balance as of December 31, 2022 3,353,000 $ 1.63 8.90 $ 10,643,900 Exercisable as of December 31, 2022 1,195,550 $ 1.00 8.71 $ 4,543,090 |
Schedule of weighted-average grant-date fair value | Weighted- Date Value Non-vested as of December 31, 2021 $ 0.30 Granted 3.07 Vested 0.30 Forfeited 0.30 Non-vested as of December 31, 2022 $ 1.01 |
Schedule of weighted average fair value of black-scholes | December 31, 2022 2021 Expected unit price volatility 65 – 70 % 45.0 % Risk-free interest rate 2.9 – 3.6 % 0.1 % Expected annual dividend yield — % — % Expected term (years) 6.50 1.04 |
Earnings Per Unit (Tables)
Earnings Per Unit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Year Ended December 31, 2022 2021 (in thousands, except per unit data) Basic and diluted: Net loss $ (6,405 ) $ (35,648 ) Weighted-average common shares outstanding 122,501,241 122,500,000 Basic and diluted net loss per unit $ (0.05 ) $ (0.29 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | Year Ended 2022 2021 Supplemental cash flow information: Cash paid for interest, net $ 1,013 $ 230 Cash paid for Texas margin tax $ — $ — Accrued capital expenditures $ (38 ) $ — |
Organization, Business Operat_2
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) - Inflection Point Acquisition Corp. [Member] | 1 Months Ended | 12 Months Ended | ||||||
Sep. 16, 2022 USD ($) shares | Aug. 16, 2022 USD ($) $ / shares shares | Oct. 29, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 24, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 04, 2022 USD ($) | Mar. 08, 2022 USD ($) | |
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Number of share (in Shares) | shares | 1 | |||||||
Subject to adjustment price per share (in Dollars per share) | $ / shares | $ 11.5 | |||||||
Aggregate amount | $ 279,884,314 | |||||||
Purchased units percentage | 100% | |||||||
Aggregate founder shares (in Shares) | shares | 1,625,000 | |||||||
Founder shares price | $ 9,680,000 | |||||||
Founder shares price per share (in Dollars per share) | $ / shares | $ 5.96 | |||||||
Transaction costs amounted | $ 26,658,313 | |||||||
Underwriting commissions | 4,595,000 | |||||||
Deferred underwriting commissions | 11,541,250 | |||||||
Excess fair value of founder shares | 9,680,125 | |||||||
Other offering cost | 841,938 | |||||||
Allocation for over-allotment option | 23,439 | |||||||
Over-allotment option | 24,538,134 | |||||||
Subject to redemption, allocated | $ 2,096,740 | |||||||
Sale of Units price | $ 29,750,000 | |||||||
Units price per share (in Dollars per share) | $ / shares | $ 10 | |||||||
Fair market value percentage | 80% | |||||||
Public per share (in Dollars per share) | $ / shares | $ 10 | |||||||
Tax payable | $ 100,000 | |||||||
Voting rights | three | |||||||
Convertible Preferred Stock percentage | 10% | |||||||
New intuitive machines | $ 700,000,000 | |||||||
Consideration and structure, description | In particular, the business combination consideration received by the Intuitive Machines Members comprised of an aggregate of (a) (i) 68,125,987 Intuitive Machines OpCo Common Units, (ii) 1,874,013 Intuitive Machines OpCo Options and (iii) 10,000,000 Earn Out Units and (b) (i) 278 shares of New Intuitive Machines Class B Common Stock (excluding 1,874,013 shares of New Intuitive Machines Class B Common Stock reserved for issuance upon exercise of Intuitive Machines OpCo Options) and (ii) 68,125,709 shares of New Intuitive Machines Class C Common Stock (excluding 10,000,000 shares of New Intuitive Machines Class C Common Stock reserved for issuance upon vesting of the Earn Out Units).The 10,000,000 Earn Out Units received by the applicable Intuitive Machines Members are subject to vesting and will be earned, released and delivered upon satisfaction of the following milestones: (i) 2,500,000 Earn Out Units will vest if, during the Earn Out Period (as defined below), Intuitive Machines is awarded the OMES III Contract by NASA (“Triggering Event I”), (ii) 5,000,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I occurs and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-A”), (iii) 7,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event I has not occurred and the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $15.00 per share (“Triggering Event II-B”), and (iv) 2,500,000 Earn Out Units will vest if, within the Earn Out Period, Triggering Event III occurs the volume weighted average closing sale price of New Intuitive Machines Class A Common Stock equals or exceeds $17.50 per share (“Triggering Event III”), provided, that Triggering Event II-A and Triggering Event II-B may not both be achieved. “Earn Out Period” means (i) with respect to Triggering Event I, the time period beginning on September 16, 2022 and ending at 11:59 pm ET on December 31, 2023, and (ii) with respect to Triggering Event II-A, Triggering Event II-B and Triggering Event III, the time period beginning on the date that is 150 days following the date of Closing and ending on the date that is the five (5) year anniversary of the date of Closing. If a Change of Control (as defined in the Business Combination Agreement) occurs during the Earn Out Period that results in the holders of New Intuitive Machines Class A Common Stock receiving a per share price greater than or equal to $15.00 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, to the extent not previously triggered, then Triggering Event II-A or Triggering Event II-B will be deemed to have occurred, as applicable, and the applicable Earn Out Units shall vest. | |||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10.1843 | |||||
Aggregate shares (in Shares) | shares | 26,000 | |||||||
Cumulative convertible percentage | 10% | |||||||
Warrant purchase | $ 541,667 | |||||||
Exercise price (in Dollars per share) | $ / shares | $ 15 | |||||||
TRA holders rate | 85% | |||||||
Cash tax rate | 85% | |||||||
TRA holder exchanges rate | 5% | |||||||
Deferred tax asset | $ 169,200,000 | |||||||
Deferred tax liability | $ 147,200,000 | |||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||||||
Liability | $ 99,700,000 | |||||||
New issue of intuitive machines | $ 50,000,000 | |||||||
Shares issued (in Shares) | shares | 100,000 | |||||||
Ordinary shares issued (in Shares) | shares | 2,900,000 | |||||||
Operating bank account | $ 14,932 | |||||||
Working capital | 4,082,477 | $ 500,000 | ||||||
Aggregate loans | $ 250,000 | |||||||
Convert amount | $ 1,000,000 | |||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 1 | |||||||
Convert price per share (in Dollars per share) | $ / shares | $ 11.5 | |||||||
Outstanding amount | $ 625,000 | |||||||
Gross proceeds | $ 595,000 | $ 34,000,000 | ||||||
Preferred Stock [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||
IPO [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Private placement warrants (in Shares) | shares | 30,000,000 | |||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||||||
Aggregate amount | $ 11,541,250 | |||||||
Investors purchased shares | 2,900,000 | |||||||
Sale of Units price | $ 300,000,000 | |||||||
Units price per share (in Dollars per share) | $ / shares | $ 10 | |||||||
Redeem public share percentage | 100% | |||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||||||
Over-Allotment Option [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Purchase an additional shares (in Shares) | shares | 2,975,000 | 4,500,000 | ||||||
Additional gross proceeds price | $ 29,750,000 | |||||||
Forfeited shares (in Shares) | shares | 1,525,000 | |||||||
Class A Ordinary Shares [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||
Subject to redemption, allocated | $ 2,096,740 | |||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||
Voting rights | one | |||||||
Price per share (in Dollars per share) | $ / shares | $ 17.5 | |||||||
Ordinary shares exercised (in Shares) | shares | 27,481,818 | |||||||
Class A Ordinary Shares [Member] | IPO [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Ordinary shares exercised (in Shares) | shares | 23,332,500 | |||||||
Class B Ordinary Shares [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||
Common stock par value (in Dollars per share) | $ / shares | 0.0001 | |||||||
Class C Ordinary Shares [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||
Series A Preferred Stock [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||
Convertible Preferred Stock percentage | 10% | |||||||
Sponsor [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Borrowing amount | $ 1,000,000 | |||||||
TRA Holders [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
TRA holder exchanges rate | 5% | |||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||||||
Business combination [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Number of share (in Shares) | shares | 1 | |||||||
Aggregate amount | $ 279,884,314 | |||||||
Cash at a price (in Dollars per share) | $ / shares | $ 10.18 | |||||||
Business combination [Member] | IPO [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Aggregate amount | $ 322,300,000 | |||||||
Interest in purchase of shares percentage | 9.90% | |||||||
Investors purchased units (in Shares) | shares | 29,540,000 | |||||||
Purchased units percentage | 98.50% | |||||||
Business combination [Member] | Over-Allotment Option [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Forfeited shares (in Shares) | shares | 1,525,000 | |||||||
Business combination [Member] | Private Placement [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Private placement warrants (in Shares) | shares | 6,250,000 | |||||||
Price per share (in Dollars per share) | $ / shares | $ 1 | |||||||
Business combination [Member] | Class A Ordinary Shares [Member] | Private Placement [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Price per share (in Dollars per share) | $ / shares | $ 11.5 | |||||||
Business combination [Member] | Sponsor [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Purchase an additional shares (in Shares) | shares | 595,000 | |||||||
Additional gross proceeds price | $ 595,000 | |||||||
Proposed public offering units (in Shares) | shares | 6,250,000 | |||||||
Business combination [Member] | ||||||||
Organization, Business Operations, Proposed Business Combination and Going Concern (Details) [Line Items] | ||||||||
Initial business combination description | The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. | |||||||
Business combination percentage | 50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | May 25, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Description of unit split | in accordance with the amended and restated limited liability company agreement of IM, Class A Unit Interests increased by a multiple of one hundred thousand (100,000) or 1 to 100,000 unit (the “Unit Split”). The Class A members and their respective unit interests uniformly increased. Unless otherwise indicated, all share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Unit Split. | |||
Revenue percentage | 10% | |||
Annual goods percentage | 10% | |||
Accounts payable balance percentage | 21% | |||
Cash and cash equivalents | $ 25,800,000 | |||
Working capital deficit | 53,500,000 | |||
Gross proceeds | 34,100,000 | |||
Counterparty purchase amount | 50,000,000 | |||
Income tax benefit | (23,000) | $ 2,000 | ||
Income tax expense | $ 0 | $ 0 | ||
Vesting term | 5 years | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Accounts payable balance percentage | 17% | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Accounts payable balance percentage | 13% | |||
U.S. Federal [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Income tax benefit | $ 23,000 | |||
Income tax expense | $ 2,000 | |||
Customer One [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Total revenue percentage | 83% | 83% | ||
Customer Two [Member] | Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Total revenue percentage | 35% | 40% | ||
Customer Two [Member] | Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Total revenue percentage | 14% | 30% | ||
One major supplier [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Total goods and services purchased | 63% | 42% | ||
Inflection Point Acquisition Corp. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Federal depository insurance coverage | $ 250,000 | |||
Public Offering amounted | 26,658,313 | |||
Underwriting commissions | 4,595,000 | |||
Deferred underwriting commissions | 11,541,250 | |||
Excess fair value of founder shares | 9,680,125 | |||
Other offering costs | 841,938 | |||
Allocated to the over-allotment option | 23,439 | |||
Ordinary shares not subject to redemption | $ 2,096,740 | |||
Class A Ordinary Shares [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Aggregate of shares (in Shares) | 100,000 | |||
Class A Ordinary Shares [Member] | Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Aggregate of shares (in Shares) | 100,000 | |||
Class A Ordinary Shares [Member] | Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Aggregate of shares (in Shares) | 1 | |||
Class A Ordinary Shares [Member] | Inflection Point Acquisition Corp. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Aggregate of shares (in Shares) | 27,481,818 | |||
Ordinary shares subject to redemption | $ 24,538,134 | |||
Ordinary shares not subject to redemption | $ 2,096,740 | |||
Redemption of shares (in Shares) | 31,588,011 | |||
Redemption rights (in Shares) | 1,386,989 | |||
Class A Ordinary Shares [Member] | Inflection Point Acquisition Corp. [Member] | IPO [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Aggregate of shares (in Shares) | 23,332,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (152,326) | $ (174,998) |
Denominator: | ||
Basic and diluted weighted-average shares outstanding | 32,975,000 | 9,322,714 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.02) |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (38,082) | $ (140,513) |
Denominator: | ||
Basic and diluted weighted-average shares outstanding | 8,243,750 | 7,485,546 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.02) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Class A ordinary shares subject to possible redemption - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Class AOrdinary Shares Subject to Possible Redemption [Abstract] | ||
Gross proceeds from IPO and partial exercise of over-allotment option | $ 329,750,000 | |
Less: proceeds from shares not subject to redemption | (13,869,890) | |
Less: | ||
Proceeds allocated to public warrants | (11,995,753) | |
Over-allotment liability | (281,301) | |
Ordinary share issuance costs | (24,538,134) | |
Plus: | ||
Remeasurement of carrying value to redemption value | 36,815,188 | |
Class A ordinary shares subject to redemption | $ 320,719,698 | $ 315,880,110 |
Plus: | ||
Remeasurement of carrying value to redemption value | $ 4,839,588 |
Public Offering (Details)
Public Offering (Details) - Inflection Point Acquisition Corp. [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 27, 2022 | Oct. 29, 2021 | Sep. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Public Offering (Details) [Line Items] | |||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | $ 10.1843 | ||
Initial business combination expire | 5 years | 5 years | |||
Aggregate gross proceeds (in Dollars) | $ 29,750,000 | ||||
Additional discount (in Dollars) | $ 595,000 | ||||
Deferred discount per unit sold (in Dollars per share) | $ 0.35 | ||||
Aggregate amount (in Dollars) | $ 279,884,314 | ||||
Public warrants outstanding shares | 16,487,500 | 16,487,500 | |||
Private warrants outstanding shares | 6,845,000 | 6,845,000 | |||
Redemption of warrants, description | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00Once the warrants become exercisable, the Company may redeem the outstanding warrants:• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before it sends the notice of redemption to the warrant holders. | ||||
IPO [Member] | |||||
Public Offering (Details) [Line Items] | |||||
Shares Issued | 30,000,000 | ||||
Price per unit (in Dollars per share) | $ 10 | ||||
Purchase of unit | 2,900,000 | ||||
Aggregate amount (in Dollars) | $ 11,541,250 | ||||
Underwriting commission (in Dollars) | $ 11,541,250 | ||||
Over-Allotments [Member] | |||||
Public Offering (Details) [Line Items] | |||||
Purchase of unit | 2,975,000 | 4,500,000 | |||
Forfeited shares | 1,525,000 | ||||
Additional underwriting fee (in Dollars) | $ 4,000,000 | ||||
Class A Ordinary Shares [Member] | |||||
Public Offering (Details) [Line Items] | |||||
Price per unit (in Dollars per share) | $ 17.5 | ||||
Exercise price (in Dollars per share) | $ 11.5 | ||||
Class A Ordinary Shares [Member] | IPO [Member] | |||||
Public Offering (Details) [Line Items] | |||||
Exercise price (in Dollars per share) | $ 11.5 | ||||
Business combination [Member] | |||||
Public Offering (Details) [Line Items] | |||||
Business combination, description | Further, if: (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and the Public Offering), and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Private Placement (Details)
Private Placement (Details) - Inflection Point Acquisition Corp. [Member] - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Oct. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Private Placement (Details) [Line Items] | |||
Purchase of warrants | 1,386,989 | ||
Aggregate purchase price amount | $ 6,250,000 | ||
Aggregate gross proceeds | $ 595,000 | $ 34,000,000 | |
IPO Private Placement Warrants [Member] | |||
Private Placement (Details) [Line Items] | |||
Purchase of warrants | 6,250,000 | ||
Price per share | $ 1 | ||
Over-Allotment Private Placement Warrants [Member] | |||
Private Placement (Details) [Line Items] | |||
Additional units purchased | 595,000 | ||
Price per share | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Mar. 05, 2021 | Feb. 03, 2021 | Feb. 02, 2021 | Nov. 12, 2020 | Oct. 29, 2021 | Sep. 30, 2021 | Sep. 25, 2021 | Sep. 24, 2021 | Sep. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 04, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate of founder shares (in Shares) | 234,500 | |||||||||||
Revenue | $ 1,600,000 | $ 800,000 | ||||||||||
Accounts receivable related parties | 800,000 | 300,000 | ||||||||||
Other expenses | 2,100,000 | 300,000 | ||||||||||
Affiliate revenue payable related to engineering services | $ 400,000 | 200,000 | ||||||||||
Inflection Point Acquisition Corp. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Price per share (in Dollars per share) | $ 5.96 | |||||||||||
Sponsor forfeited (in Shares) | 381,250 | |||||||||||
Fair value of founder shares | $ 9,680,000 | |||||||||||
Borrowed under the promissory note | $ 188,805 | |||||||||||
Working capital aggregate | $ 250,000 | |||||||||||
Description of Working capital note | Up to an aggregate of $1,500,000 outstanding under the Working Capital Loans may be convertible into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant at the option of the lender, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans, unless they are converted into warrants. In the event that an Initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. | |||||||||||
Warrant description | The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert up to $1,000,000 outstanding under the Working Capital Note into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. | |||||||||||
Outstanding under working capital loans | $ 625,000 | 0 | ||||||||||
Administrative service fees | $ 15,000 | |||||||||||
Administrative service fees | 180,000 | 48,000 | ||||||||||
Compensation services | 150,000 | 40,000 | ||||||||||
Fees amount | 41,667 | 0 | ||||||||||
Related party transactions | 112,480 | 63,678 | ||||||||||
Due to related party | $ 112,448 | 1,032 | ||||||||||
Inflection Point Acquisition Corp. [Member] | IPO [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Investor purchasing percentage | 100% | |||||||||||
Inflection Point Acquisition Corp. [Member] | Proposed public offering [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Other expenses | $ 300,000 | |||||||||||
Class A Ordinary Shares [Member] | Inflection Point Acquisition Corp. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Non-redemption shares (in Shares) | 1,386,989 | |||||||||||
COS [Member] | Inflection Point Acquisition Corp. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Services rendered | $ 12,500 | |||||||||||
Founder Share [Member] | Inflection Point Acquisition Corp. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Sponsor payment | $ 25,000 | |||||||||||
Price per share (in Dollars per share) | $ 0.003 | |||||||||||
Description of stock split | the Company effected a 1.2 to 1 share recapitalization with respect to its Class B ordinary shares, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares. | |||||||||||
Aggregate of founder shares (in Shares) | 1,625,000 | |||||||||||
Price per share (in Dollars per share) | $ 12 | |||||||||||
Founder Share [Member] | Inflection Point Acquisition Corp. [Member] | Over-Allotment Option [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate of founder shares (in Shares) | 1,125,000 | |||||||||||
Founder Share [Member] | Class B Ordinary Shares [Member] | Inflection Point Acquisition Corp. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Offering and formation costs in consideration (in Shares) | 7,187,500 | |||||||||||
Sponsor [Member] | Inflection Point Acquisition Corp. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Sponsor agreed to loan | $ 1,000,000 | |||||||||||
Kingstown [Member] | Inflection Point Acquisition Corp. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Forward purchase shares (in Shares) | 5,000,000 | |||||||||||
Kingstown [Member] | Class A Ordinary Shares [Member] | Inflection Point Acquisition Corp. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||
Forward purchase shares (in Shares) | 5,000,000 | |||||||||||
Kingstown [Member] | Private Placement [Member] | Inflection Point Acquisition Corp. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Agreement amount | $ 50,000,000 | |||||||||||
KBR, Inc. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Affiliate revenue payable related to engineering services | $ 1,900,000 | 1,300,000 | ||||||||||
Ownership rate | 10% | |||||||||||
Accounts receivable | 300,000 | 200,000 | ||||||||||
X Energy, LLC [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Affiliate accounts payable related to energy expenses | 100,000 | 0 | ||||||||||
Penumbra, LLC [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Expenses with related to management fees | $ 100,000 | $ 200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Inflection Point Acquisition Corp. [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 27, 2022 | Sep. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Registration rights agreement, description | Pursuant to the registration rights agreement and assuming $1,500,000 of Working Capital Loans are converted into additional warrants, the Company will be obligated to register up to 21,588,750 Class A ordinary shares and 8,345,000 warrants. The number of Class A ordinary shares includes (i) 8,243,750 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Forward Purchase Shares, (iii) 6,845,000 Class A ordinary shares underlying the Private Placement Warrants and (iv) 1,500,000 Class A ordinary shares underlying the warrants issuable upon conversion of Working Capital Loans. The number of warrants includes 6,845,000 Private Placement Warrants and 1,500,000 additional warrants issuable upon the conversion of Working Capital Loans. | |||
Underwriting discount per unit | 2% | |||
Underwriting discount value | $ 4,000,000 | |||
Aggregate of units (in Shares) | 10,000,000 | |||
Deferred underwriting discount | 3.50% | |||
Deferred underwriting commission | $ 11,541,250 | |||
Additional paid-in capital | $ 11,541,250 | |||
Deferred underwriting fee payable | $ 0 | $ 11,541,250 | ||
Over-Allotment Option [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Additional purchase of units (in Shares) | 4,500,000 | |||
Underwriting fee | $ 595,000 | |||
Public Offering [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Gross proceeds | $ 11,541,250 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Inflection Point Acquisition Corp. [Member] - USD ($) | 12 Months Ended | ||||
Mar. 05, 2021 | Feb. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 29, 2021 | |
Shareholders' Equity (Details) [Line Items] | |||||
Preference shares, shares authorized | 5,000,000 | 5,000,000 | |||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preference shares outstanding | |||||
Preference shares issued | |||||
Common stock voting rights | three | ||||
Ordinary shares subject to possible redemption | 31,588,011 | ||||
Price per share (in Dollars per share) | $ 0.35 | ||||
Shares outstanding percentage | 20% | ||||
Preferred Stock [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Preference shares outstanding | |||||
Preference shares issued | |||||
Class A Ordinary Shares [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Ordinary shares authorized | 500,000,000 | 500,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock voting rights | one | ||||
Ordinary shares issued | 1,386,989 | 1,386,989 | |||
Ordinary shares outstanding | 1,386,989 | 1,386,989 | |||
Ordinary shares subject to possible redemption | 31,588,011 | 31,588,011 | |||
Class B Ordinary Shares [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Ordinary shares authorized | 50,000,000 | 50,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares issued | 8,243,750 | 8,243,750 | |||
Ordinary shares outstanding | 8,243,750 | 8,243,750 | |||
Sponsor paid (in Dollars) | $ 25,000 | ||||
Price per share (in Dollars per share) | $ 0.003 | ||||
Offering costs (in Dollars) | $ 7,187,500 | ||||
Founder shares issued | 8,625,000 | ||||
Aggregate shares | 1,125,000 | ||||
Sponsor [Member] | |||||
Shareholders' Equity (Details) [Line Items] | |||||
Forfeited shares | 381,250 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Oct. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | |||
Probability of equity financing percentage | 0% | 45% | |
Probability of liquidity percentage | 95% | 50% | |
Probability of dissolution event percentage | 5% | 5% | |
Discount rate percentage | 16.40% | 9.60% | |
Liquidity event term | 3 months | 1 year | |
Dissolution events term | 1 year | 2 years | |
Volatility percentage | 65% | ||
Equity financing term | 6 months | ||
Inflection Point Acquisition Corp. [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Purchase an additional units (in Shares) | 2,975,000 | ||
Share per value (in Dollars per share) | $ 10 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | Inflection Point Acquisition Corp. [Member] | ||
Schedule of Assets that are Measured at Fair Value [Abstract] | ||
Marketable securities held in Trust Account | $ 334,589,588 | $ 329,755,798 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurement inputs - Inflection Point Acquisition Corp. [Member] - $ / shares | 1 Months Ended | ||
Oct. 29, 2021 | Sep. 24, 2021 | Dec. 31, 2022 | |
Schedule of Level 3 Fair Value Measurement Inputs [Abstract] | |||
Stock Price (in Dollars per share) | $ 10 | $ 10 | $ 10.1843 |
Exercise Price (in Dollars per share) | $ 10 | $ 10 | |
Volatility | 4.50% | 4.40% | |
Term (years) | 10 days | 1 month 13 days | |
Dividend Yield | 0% | 0% | |
Risk Free Rate-Daily Treasury Yield Curve | 0.08% | 0.06% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of the Level 3 over-allotment liability - Fair Value, Inputs, Level 3 [Member] - Inflection Point Acquisition Corp. [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Changes in the Fair Value of the Level 3 Over-Allotment Liability [Abstract] | |
Fair value as of January 27, 2021 | |
Initial measurement on September 24, 2021 | 281,301 |
Change in fair value at October 29, 2021 | (148,449) |
Fair value of expired over-allotment option at November 8, 2021 | (45,022) |
Partial exercise of over-allotment liability at October 29, 2021 | (87,830) |
Fair value as of December 31, 2021 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Feb. 13, 2023 | Oct. 29, 2021 | Sep. 24, 2021 | |
Inflection Point Acquisition Corp. [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 10.1843 | $ 10 | $ 10 | |
Aggregate amount (in Dollars) | $ 279,884,314 | |||
Business combination, shares | 1,250,000 | |||
Inflection Point Acquisition Corp. [Member] | Maximum [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Business combination, shares | 1,250,000 | |||
Class A Ordinary Shares [Member] | Inflection Point Acquisition Corp. [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Ordinary shares exercised | 27,481,818 | |||
Price per share (in Dollars per share) | $ 17.5 | |||
Forecast [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Closing cash (in Dollars) | $ 34,100,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of assets | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold improvements [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Life | 1 year |
Leasehold improvements [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Life | 7 years |
Vehicles and trailers [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Vehicles and trailers [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Computers and software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Furniture and fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Machinery and equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Machinery and equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Useful Life | 7 years |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue (Details) [Line Items] | |||||
Amortization expense | $ 43,300 | $ 45,700 | |||
Revenue recognized | 31,400 | 30,500 | |||
Variable consideration | 0 | 0 | |||
Potential amount | 8,100 | 7,800 | |||
Changes in contract price | 11,100 | ||||
Estimated contract costs | 11,700 | ||||
Contract anticipated percentage | 100% | ||||
Other current liabilities | $ 15,178 | 3,292 | |||
Remaining performance obligations description | the aggregate amount of the transaction price allocated to remaining fixed price performance obligations was $101.4 million. The Company expects to recognize revenue on approximately 80-85% of the remaining performance obligations over the next 12 months, 15-20% recognized in 2024 and the remaining thereafter. Remaining performance obligations do not include variable consideration that was determined to be constrained as of December 31, 2022. | ||||
Contract [Member] | |||||
Revenue (Details) [Line Items] | |||||
Other current liabilities | $ 400 | $ 3,900 | |||
First Contract [Member] | |||||
Revenue (Details) [Line Items] | |||||
Contract percentage | 96% | 83% | |||
Second Contract [Member] | |||||
Revenue (Details) [Line Items] | |||||
Variable consideration | $ 0 | ||||
Potential amount | $ 8,400 | $ 8,400 | |||
Contract percentage | 32.50% | 4% | |||
Contract anticipated percentage | 100% | 85% | |||
Estimated contract losses | $ 9,900 | $ 18,500 | |||
Third Contract [Member] | |||||
Revenue (Details) [Line Items] | |||||
Loss on contracts | $ 0 | ||||
Estimated contract costs | $ 6,000 | ||||
Contract percentage | 69.10% | ||||
Contract anticipated percentage | 100% | ||||
Estimated contract losses | $ 1,900 | ||||
Cumulative Favorable [Member] | |||||
Revenue (Details) [Line Items] | |||||
Loss on contracts | 9,300 | ||||
Cumulative Unfavorable Changes [Member] | |||||
Revenue (Details) [Line Items] | |||||
Loss on contracts | $ 31,500 | ||||
Favorable [Member] | |||||
Revenue (Details) [Line Items] | |||||
Estimated contract costs | $ 4,700 | ||||
Unfavorable Changes [Member] | |||||
Revenue (Details) [Line Items] | |||||
Estimated contract costs | $ 19,300 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of disaggregated revenue - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue by Contract Type | ||
Fixed price amount | $ 80,801 | $ 68,487 |
Fixed price percentage | 94% | 94% |
Time and materials amount | $ 5,145 | $ 4,063 |
Time and materials percentage | 6% | 6% |
Total | $ 85,946 | $ 72,550 |
Total | 100% | 100% |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of contract assets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contract Assets | ||
Deferred contract costs | $ 6,633 | $ 1,800 |
Unbilled receivables | 347 | 44 |
Total | $ 6,979 | $ 1,844 |
Revenue (Details) - Schedule _3
Revenue (Details) - Schedule of contract liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contract liabilities – current | ||
Deferred revenue | $ 39,831 | $ 31,644 |
Contract loss provision | 10,120 | 12,001 |
Accrued launch costs | 6,705 | 5,984 |
Total contract liabilities – current | 56,656 | 49,629 |
Contract liabilities – long-term | ||
Contract loss provision | 2,188 | 10,530 |
Total contract liabilities – long-term | 2,188 | 10,530 |
Total contract liabilities | $ 58,844 | $ 60,159 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 1,100 | $ 800 |
Property and equipment net book value | 20,300 | 4,700 |
Construction costs | 10,300 | |
Leases cost | 7,300 | |
Construction in progress | $ 247 | $ 33 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 24,098 | $ 7,972 |
Less: accumulated depreciation and amortization | (2,922) | (2,123) |
Property and equipment, net | 21,176 | 5,849 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,544 | 1,527 |
Vehicles and trailers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 129 | 129 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,673 | 1,306 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 794 | 766 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,211 | 1,962 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 17,747 | $ 2,282 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases (Details) [Line Items] | ||
Lease terms | 8 months | |
Reimburse | $ 40 | |
Capitalized construction | $ 10.3 | |
Corresponding financing obligation | $ 9.1 | |
Lease agreement term | 20 years | |
Optional renewal periods | 5 years | |
Right-of-use assets and corresponding lease liabilities | $ 3.1 | |
Leasehold improvement costs | $ 10.3 | $ 0 |
Minimum [Member] | ||
Leases (Details) [Line Items] | ||
Lease terms | 16 months | |
Maximum [Member] | ||
Leases (Details) [Line Items] | ||
Lease terms | 250 months |
Leases (Details) - Schedule of
Leases (Details) - Schedule of total lease expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Total Lease Expense [Abstract] | ||
Operating lease cost | $ 721 | $ 478 |
Total lease cost | $ 721 | $ 478 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of cash flow information related to operating leases - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Cash Flow Information Related to Operating Leases [Abstract] | ||
Cash flow from operating activities | $ 832 | $ 633 |
Weighted Average Lease Term (months) | 155 months | 59 months |
Weighted average discount rate | 5.70% | 6% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of balance sheet information related to operating leases - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Balance Sheet Information Related to Operating leases [Abstract] | ||
Long-term right-of-use assets | $ 4,829 | $ 1,829 |
Current lease liabilities | 725 | 514 |
Long-term lease liabilities | 5,078 | 2,371 |
Total operating lease liabilities | $ 5,803 | $ 2,885 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of estimated future undiscounted cash flows for operating leases $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of Estimated Future Undiscounted Cash Flows for Operating Leases [Abstract] | |
2023 | $ 858 |
2024 | 916 |
2025 | 768 |
2026 | 706 |
2027 | 219 |
Thereafter | 5,681 |
Total undiscounted lease payments | 9,148 |
Less: imputed interest | 3,345 |
Present value of lease liabilities | $ 5,803 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Jul. 14, 2022 | Dec. 03, 2021 | Apr. 04, 2021 | Dec. 08, 2020 | Apr. 07, 2020 | Dec. 12, 2019 | Aug. 24, 2021 | Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt (Details) [Line Items] | ||||||||||
Weighted-average interest rate | 6.55% | 5.25% | ||||||||
Credit mobilization facility | $ 1,000 | $ 12,000 | $ 12,000 | $ 20,000 | $ 12,000 | |||||
Outstanding loans | $ 400 | $ 1,000 | ||||||||
Line of credit rate | 6% | 6% | ||||||||
Line of credit variable rate | 2% | |||||||||
Credit facility line of credit, description | we entered into the Second Amended and Restated Loan Agreement with Live Oak Banking Company which provided an $8.0 million mobilization credit facility with a loan maturity of July 14, 2024 and extended the maturity date of our existing $12.0 million mobilization credit facility to November 14, 2023. The $8.0 million mobilization credit facility requires early payment of principal upon the completion of certain mission milestones. If the milestones are completed, principal payments of $4.1 million and $3.9 million would be due prior to loan maturity in 2023 and 2024, respectively. The $12.0 million mobilization credit facility requires principal payments of $8.0 million on August 15, 2023 and $4.0 million on November 14, 2023. The mobilization credit facilities bear interest (payable monthly) at a rate per annum equal to the greater of (a) the prime rate, as published in the Wall Street Journal newspaper, plus 2% and (b) 5%. The mobilization credit facilities require the Company to meet certain financial and other covenants and are secured by substantially all of the assets of the Company. | |||||||||
Outstanding loans | $ 100 | |||||||||
Paycheck Protection Program [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Loan proceeds | $ 1,800 | $ 1,800 | ||||||||
First Insurance Funding [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Line of credit rate | 5.90% | |||||||||
Loan proceeds | $ 100 | $ 100 |
Debt (Details) - Schedule of ou
Debt (Details) - Schedule of outstanding debt - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Outstanding Debt [Abstract] | ||
Credit Mobilization Facility | $ 20,000 | $ 12,000 |
First Insurance Funding Loan | 108 | |
Principal amount of long-term debt | 20,000 | 12,108 |
Less: deferred financing costs | (39) | |
Less: current maturities | (16,098) | (12,108) |
Long-term debt, net of current maturities | $ 3,863 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Research and development description | Research and development expenses must be amortized over five years for research performed in the U.S. and 15 years for research performed outside the U.S. Although Congress is considering legislation that would defer the amortization requirement to later years, it is not certain that the provision will be repealed or otherwise modified | |
Corporate alternative minimum tax | 15% | |
Excise tax percentage | 1% | |
Effective tax rates | (0.36%) | 0.01% |
U.S. statutory tax rate | 21% | 21% |
Federal net operating loss carryforwards (in Dollars) | $ 787 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | ||
State | (16) | 2 |
Total current | (16) | 2 |
Deferred: | ||
Federal | ||
State | (7) | |
Total deferred | (7) | |
Total income tax provision | $ (23) | $ 2 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision computed at the company’s effective tax rate - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Tax Provision Computed at the Company’s Effective Tax Rate [Abstract] | ||
Loss before income taxes | $ (6,428) | $ (35,646) |
Statutory income tax rates | 21% | 21% |
Expected income tax benefit | $ (1,349) | $ (7,486) |
Nontaxable entity | 1,348 | 7,486 |
State income tax expense | (23) | 2 |
Change in valuation allowance | 1 | |
Total income tax expense | $ (23) | $ 2 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net Operating Loss | $ 165 | $ 164 |
Property and equipment | 11 | 11 |
Inventory | 148 | 148 |
Deferred Revenue | 12 | |
Total deferred tax assets | 336 | 323 |
Valuation allowance | (324) | (323) |
Net deferred tax assets | 12 | |
Deferred tax liabilities: | ||
481(a) Deferred Revenue | (5) | |
Total deferred tax liabilities | (5) | |
Net Deferred Tax Asset (Liability) | $ 7 |
Safe Agreements (Details)
Safe Agreements (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Safe Agreements (Details) [Line Items] | ||
Proceeds from agreements | $ 4.3 | $ 13 |
Equity financing transaction percentage | 90% | |
Series X Convertible Preferred Stock [Member] | ||
Safe Agreements (Details) [Line Items] | ||
Safe agreements shares (in Shares) | 555,556 | |
Aviation value | $ 1.5 |
Members' Equity (Details)
Members' Equity (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | May 25, 2021 |
Members' Equity (Details) [Line Items] | |||
Common units, issued | 122,505,500 | 122,500,000 | |
Common units, outstanding | 122,505,500 | 122,500,000 | |
Minimum [Member] | |||
Members' Equity (Details) [Line Items] | |||
Per unit (in Dollars per share) | $ 1 | ||
Maximum [Member] | |||
Members' Equity (Details) [Line Items] | |||
Per unit (in Dollars per share) | $ 0.00001 | ||
Class A Ordinary Shares [Member] | |||
Members' Equity (Details) [Line Items] | |||
Unit share | 100,000 | ||
Common units, issued | 122,505,500 | 122,505,500 | |
Common units, outstanding | 122,500,000 | 122,500,000 | |
Class A Ordinary Shares [Member] | Minimum [Member] | |||
Members' Equity (Details) [Line Items] | |||
Unit share | 1 | ||
Class A Ordinary Shares [Member] | Maximum [Member] | |||
Members' Equity (Details) [Line Items] | |||
Unit share | 100,000 | ||
Class B Ordinary Shares [Member] | |||
Members' Equity (Details) [Line Items] | |||
Authorized to issue | 6,125,000 | ||
Shares issued | 5,500 | 5,500 | |
Shares outstanding | 0 | 0 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | May 25, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Pursuant shares | 6,125,000 | |
Estimated unrecognized | $ 1.6 | |
Weighted average period | 1 year 10 months 24 days |
Unit-Based Compensation (Deta_2
Unit-Based Compensation (Details) - Schedule of unit option activity | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Schedule of Unit Option Activity [Abstract] | |
Number of Options Outstanding, Beginning Balance (in Shares) | shares | 3,043,000 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 1 |
Weighted Average Remaining Contractual Term (Years) Outstanding Beginning Balance | 6 years 4 months 24 days |
Aggregate Intrinsic Value (000’s) Outstanding, Beginning Balance (in Dollars) | $ | $ (791,180) |
Number of Options, Ending Balance (in Shares) | shares | 3,353,000 |
Weighted Average Exercise Price, Ending Balance | $ 1.63 |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 8 years 10 months 24 days |
Aggregate Intrinsic Value (000’s), Ending Balance (in Dollars) | $ | $ 10,643,900 |
Number of Options, Exercisable during period (in Shares) | shares | 1,195,550 |
Weighted Average Exercise Price, Exercisable during period | $ 1 |
Weighted Average Remaining Contractual Term (Years), Exercisable during period | 8 years 8 months 15 days |
Aggregate Intrinsic Value (000’s), Exercisable during period (in Dollars) | $ | $ 4,543,090 |
Number of Options, Granted (in Shares) | shares | 550,000 |
Weighted Average Exercise Price, Granted | $ 4.81 |
Weighted Average Remaining Contractual Term (Years), Granted | 9 years 10 months 24 days |
Aggregate Intrinsic Value (000’s), Granted (in Dollars) | $ | |
Number of Options, Exercised (in Shares) | shares | (5,500) |
Weighted Average Exercise Price, Exercised | $ 1 |
Weighted Average Remaining Contractual Term (Years), Exercised | 8 years 8 months 12 days |
Aggregate Intrinsic Value (000’s), Exercised (in Dollars) | $ | |
Number of Options, Forfeited/Cancelled (in Shares) | shares | (234,500) |
Weighted Average Exercise Price, Forfeited/Cancelled | $ 1 |
Weighted Average Remaining Contractual Term (Years), Forfeited/Cancelled | 8 years 8 months 12 days |
Aggregate Intrinsic Value (000’s), Forfeited/Cancelled |
Unit-Based Compensation (Deta_3
Unit-Based Compensation (Details) - Schedule of weighted-average grant-date fair value | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Schedule of Weighted Average Grant Date Fair Value [Abstract] | |
Weighted - Average Grant Date Fair Value, Non-vested at Begining | $ 0.3 |
Weighted - Average Grant Date Fair Value, Granted | 3.07 |
Weighted - Average Grant Date Fair Value, Vested | 0.3 |
Weighted - Average Grant Date Fair Value, Forfeited | 0.3 |
Weighted - Average Grant Date Fair Value, Non-vested at Ending | $ 1.01 |
Unit-Based Compensation (Deta_4
Unit-Based Compensation (Details) - Schedule of weighted average fair value of black-scholes | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unit-Based Compensation (Details) - Schedule of weighted average fair value of black-scholes [Line Items] | ||
Expected unit price volatility | 45% | |
Risk-free interest rate | 0.10% | |
Expected annual dividend yield | ||
Expected term (years) | 6 years 6 months | 1 year 14 days |
Minimum [Member] | ||
Unit-Based Compensation (Details) - Schedule of weighted average fair value of black-scholes [Line Items] | ||
Expected unit price volatility | 65% | |
Risk-free interest rate | 2.90% | |
Maximum [Member] | ||
Unit-Based Compensation (Details) - Schedule of weighted average fair value of black-scholes [Line Items] | ||
Expected unit price volatility | 70% | |
Risk-free interest rate | 3.60% |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value of assets and liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities | ||
Frequency of Measurement | Recurring | Recurring |
SAFE Agreement liabilities | $ 18,314 | $ 13,973 |
Total liabilities measured at fair value | 18,314 | 13,973 |
Level 1 [Member] | ||
Liabilities | ||
SAFE Agreement liabilities | ||
Total liabilities measured at fair value | ||
Level 2 [Member] | ||
Liabilities | ||
SAFE Agreement liabilities | ||
Total liabilities measured at fair value | ||
Level 3 [Member] | ||
Liabilities | ||
SAFE Agreement liabilities | 18,314 | 13,973 |
Total liabilities measured at fair value | $ 18,314 | $ 13,973 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of rollforward of the company’s SAFE agreement liabilities $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Rollforward of the Company’s SAFE Agreement Liabilities [Abstract] | |
Balance, beginning | $ 13,973 |
Additions | 4,250 |
Change in fair value | 91 |
Balance, ending | $ 18,314 |
Earnings Per Unit (Details)
Earnings Per Unit (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Weighted-average number of units outstanding | 122,501,241 | 122,500,000 |
Earnings Per Unit (Details) - S
Earnings Per Unit (Details) - Schedule of basic and diluted net loss per share - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Basic and diluted: | ||
Net loss | $ (6,405) | $ (35,648) |
Weighted-average common shares outstanding Basic (in Shares) | 122,501,241 | 122,500,000 |
Basic and diluted net loss per unit | $ (0.05) | $ (0.29) |
Earnings Per Unit (Details) -_2
Earnings Per Unit (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Basic and Diluted Net Loss Per Share [Abstract] | ||
Weighted-average common shares outstanding Diluted (in Shares) | 122,501,241 | 122,500,000 |
Diluted net loss per unit | $ (0.05) | $ (0.29) |
Variable Interest Entity (Detai
Variable Interest Entity (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Variable Interest Entity (Details) [Line Items] | |
Joint Venture interest percentage | 51% |
Total assets | $ 1.3 |
Total liabilities | $ 1.3 |
Variable Interest Entity [Member] | |
Variable Interest Entity (Details) [Line Items] | |
Joint Venture interest percentage | 49% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental cash flow information: | ||
Cash paid for interest, net | $ 1,013 | $ 230 |
Cash paid for Texas margin tax | ||
Accrued capital expenditures | $ (38) |