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United States securities and exchange commission logo
April 27, 2023
Stephen Altemus
Chief Executive Officer
Intuitive Machines, Inc.
3700 Bay Area Blvd
Houston, TX 77058
Re: Intuitive Machines,
Inc.
Registration
Statement on Form S-1
Filed March 31,
2023
File No. 333-271014
Dear Stephen Altemus:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed March 31, 2023
General
1. Revise your prospectus
to disclose the price that each selling securityholder paid for the
securities being
registered for resale. Highlight any differences in the current trading
price, the prices that
each selling securityholder acquired their shares and warrants, and
the price that the
public securityholders acquired their shares and warrants. Disclose that
while the selling
securityholders may experience a positive rate of return based on the
current trading price,
the public securityholders may not experience a similar rate of return
on the securities they
purchased due to differences in the purchase prices and the current
trading price. Please
also disclose the potential profit the selling securityholders will earn
based on the current
trading price. Lastly, please include appropriate risk factor
disclosure.
Stephen Altemus
FirstName LastNameStephen Altemus
Intuitive Machines, Inc.
Comapany
April NameIntuitive Machines, Inc.
27, 2023
April 227, 2023 Page 2
Page
FirstName LastName
2. It appears that you are registering 1,450,000 public warrants. Please
revise the legal
opinion to cover the 1,450,000 public warrants.
Cover Page
3. For each of the securities being registered for resale, disclose the
price that the selling
securityholders paid for such security.
4. Disclose the exercise price(s) of the warrants compared to the market
price of the
underlying security. If the warrants are out the money, please
disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar
disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
cash proceeds associated with the exercises of the warrants are
dependent on the stock
price. As applicable, describe the impact on your liquidity and update
the discussion on
the ability of your company to fund your operations on a prospective
basis with your
current cash on hand.
5. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. We also note that some
of the shares being
registered for resale were purchased by the selling securityholders
for prices considerably
below the current market price of the common stock. Highlight the
significant negative
impact sales of shares on this registration statement could have on
the public trading price
of the common stock.
Risk Factors, page 11
6. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even if the
current trading price is
at or significantly below the SPAC IPO price, the private investors
have an incentive to
sell because they will still profit on sales because of the lower
price that they purchased
their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations , page
47
7. We note that the projected revenue for 2022 was $102 million, as
provided in the
projected financial information that management prepared in connection
with the business
combination. We also note that your revenue for the fiscal year ended
December 31, 2022
was approximately $85.9 million. Please update your disclosure in
Liquidity and Capital
Resources, and elsewhere, to provide updated information about the
company s financial
position and further risks to the business operations and liquidity in
light of these
circumstances.
Stephen Altemus
Intuitive Machines, Inc.
April 27, 2023
Page 3
8. In light of the significant number of redemptions, expand your
discussion of capital
resources to address any changes in the company s liquidity position
since the business
combination. If the company is likely to have to seek additional
capital, discuss the effect
of this offering on the company s ability to raise additional capital.
9. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and discuss
how such sales could
impact the market price of the company s common stock. Your discussion
should
highlight the fact that Kamal Ghaffarian will be able to sell a material
portion of his shares
for so long as the registration statement of which this prospectus forms
a part is available
for use.
10. We note that the February 9, 2023 forward purchase agreements provided
that the sellers
would be paid directly out of the funds held in the trust account.
Please revise to disclose
the trust account proceeds paid to the company at closing and the amount
paid to the
sellers from the trust account. Discuss how the agreements impacted the
cash you have
available for other purposes and your ability to execute your business
strategy.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Revenues, page 55
11. We note your disclosure of certain launch dates in March 2023. Please
update this
disclosure in your next amendment.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Patrick Fullem at (202) 551-8337 or Evan Ewing at (202)
551-5920 with
any questions.
Sincerely,
FirstName LastNameStephen Altemus
Division of
Corporation Finance
Comapany NameIntuitive Machines, Inc.
Office of
Manufacturing
April 27, 2023 Page 3
cc: Nick Dhesi
FirstName LastName