SEC Comment Letter 0000000000-23-006529 to Intuitive Machines, Inc. (LUNR, LUNRW) (CIK 0001844452) (LUNR)
Intuitive Machines, Inc. (LUNR, LUNRW) (CIK 0001844452)
Date: June 16, 2023 · CIK: 0001844452 · Accession: 0000000000-23-006529
AI Filing Summary & Sentiment
File numbers found in text: 333-271014
Letter
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.
FirstName LastNameStephen Altemus Comapany NameIntuitive Machines, Inc. June 16, 2023 Page 2 FirstName LastName Stephen Altemus Intuitive Machines, Inc. June 16, 2023 Page 2 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
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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.
FirstName LastNameStephen Altemus
Comapany NameIntuitive Machines, Inc.
June 16, 2023 Page 2
FirstName LastName
Stephen Altemus
Intuitive Machines, Inc.
June 16, 2023
Page 2
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