(We are a newly formed blank check company, incorporated in March 2023 in the Cayman Islands. We are the second blank check company backed by Kingstown Capital Management.) 

We intend to focus our search initially on North American and European businesses in disruptive growth sectors, which complements the expertise of our management team. (Incorporated in the Cayman Islands) 

Our company will combine the abilities of a diverse and founder-friendly management team. We have assembled a management team with experience across both public and private markets with deep roots in our target markets. Our team combines decades of experience sourcing, researching, and investing in complex transactions that create value for shareholders.

We expect to seek an investment opportunity where each member of our management team can leverage their expertise and network to create significant value. We will seek fundamentally strong businesses in a broad range of disruptive growth sectors, with emphasis on one or more of the following attributes, although we may decide to enter into a business combination with a target business that does not have one or more of these attributes:

•        Innovative, technology-enabled company of scale focused on acquiring new customers with a large addressable market, legacy analogue competitors and a differentiated path to market or superior product.

•        Customer focused and deeply experienced team fueled by a shared connection and passion for the business.

•        Achieved a scale such that the profit contribution from existing business offsets fixed costs and is prepared to reinvest in high return on capital opportunities.

•        Adaptable to the rapidly changing business environment and major shift in demographics with the ability generate shareholder value in any market cycle.

In January 2021, members of our management team founded IPAX, a blank check company formed for substantially similar purposes as our company. IPAX completed its initial public offering in September 2021, in which it sold 32,975,000 units, each consisting of one share of IPAX common stock and on-half of one warrant to purchase one share of IPAX common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $329,750,000. On September 16, 2022, IPAX announced its business combination with Intuitive Machines (“LUNR”), a diversified space exploration, infrastructure, and services company with marquee contracts supporting NASA’s $93 billion Artemis program. The transaction with LUNR closed on February 13, 2023, and began trading on Nasdaq on February 14, 2023 under the ticker “LUNR.” We believe LUNR represents a high-quality, public-ready company with a history of significant revenue growth. We believe the deal’s valuation was attractive and the significant $50 million capital commitment from the sponsor supporting the transaction was a main differentiator. IPAX supported the transaction with extensive due diligence, significant investor outreach, and comprehensive planning, including a detailed media plan and retaining due diligence and capital markets advisors. As of March 31, 2023, LUNR’s stock price was $10.80.

Michael Blitzer has been our Chairman and CEO since March 2023, having previously served as co-CEO and director of IPAX from February 2021 to February 2023. Mr. Blitzer is the founder and co-CEO of Kingstown Capital Management, which he founded in 2006 and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations as clients. Over 17 years, Kingstown has invested in public and private equities, SPACs, PIPEs, and derivatives. At Kingstown, Mr. Blitzer oversaw and participated in nearly all the firm’s investment decisions, including countless public and private investments in disruptive growth industries. Mr. Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings, privatizations, and mergers & acquisitions. He currently sits on the board of directors and audit committee of LUNR. He was also a public company director of Signature Group Holdings after its exit from bankruptcy in 2011, where he also sat on the audit committee, and was on the board of directors of the European mutual fund TREND AD. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt. Mr. Blitzer taught courses in Investing at Columbia Business School for five years in the 2010s. He holds an MBA from Columbia Business School and a B.S. from Cornell University where he received the Cornell Tradition Fellowship. Mr. Blitzer currently sits on the Executive Advisory Board of the Heilbrunn Center for Graham & Dodd Investing at Columbia Business School and is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee.

(Note: Inflection Point Acquisition Corp. II upsized its SPAC IPO at pricing on May 24, 2023, to 22.0 million units – from 20.0 million units – at $10.00 to raise $220.0 million. At pricing, Inflection Point Acquisition Corp. II became the 15th SPAC IPO priced so far this year. Inflection Point Acquisition Corp. II filed its S-1 on April 5, 2023.)