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United States securities and exchange commission logo
June 16, 2023
Stephen Altemus
Chief Executive Officer
Intuitive Machines, Inc.
3700 Bay Area Blvd
Houston, TX 77058
Re: Intuitive Machines,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 5, 2023
File No. 333-271014
Dear Stephen Altemus:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
27, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 5, 2023
General
1. We note your response
to comment 1 and reissue in part. Please disclose the potential
profit the selling
securityholders will earn based on the current trading price.
2. We note your disclosure
that the total resale shares being offered for resale represent
16.8% of your current
total outstanding Class A common stock. This appears to conflict
with your disclosure
related to the beneficial ownership of the Kingstown Funds. Please
revise or advise.
Stephen Altemus
FirstName LastNameStephen Altemus
Intuitive Machines, Inc.
Comapany
June NameIntuitive Machines, Inc.
16, 2023
June 16,
Page 2 2023 Page 2
FirstName LastName
Please contact Patrick Fullem at (202) 551-8337 or Evan Ewing at (202)
551-5920 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Nick Dhesi