Correspondence 0001213900-23-051374 from Intuitive Machines, Inc. (LUNR, LUNRW) (CIK 0001844452) (LUNR)
Intuitive Machines, Inc. (LUNR, LUNRW) (CIK 0001844452)
Date: June 23, 2023 · CIK: 0001844452 · Accession: 0001213900-23-051374
AI Filing Summary & Sentiment
File numbers found in text: 333-271014
Referenced dates: June 16, 2023
Letter
Intuitive Machines, Inc.
3700 Bay Area Blvd
Houston, TX 77058
June 23, 2023
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Division of Corporation Finance
Attention: Patrick Fullem & Evan Ewing
Re: Intuitive Machines, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 5, 2023
File No. 333-271014
To the addressees set forth above:
This letter sets forth the response of Intuitive Machines, Inc. (the “Company,” “we,” “our” and “us”) to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated June 16, 2023 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the Commission on June 5, 2023 (the “S-1”). Concurrently with the submission of this letter, we are filing an amendment to the S-1 (“Amendment No. 2”) with the Commission through its EDGAR system.
For your convenience, we have reproduced the Staff’s comments exactly as set forth in the Comment Letter in bold and italics below, and set forth below each such comment is the Company’s response. Page numbers and captions referenced in the responses refer to Amendment No. 2 unless otherwise stated. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and page 12.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and page 61.
* * * * * * * * * *
Please direct any questions or comments regarding this correspondence to our counsel, Nick S. Dhesi of Latham & Watkins LLP, at (212) 906-1675.
Very truly yours,
Intuitive Machines, Inc.
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Intuitive Machines, Inc.
3700 Bay Area Blvd
Houston, TX 77058
June 23, 2023
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Division of Corporation Finance
Attention: Patrick Fullem & Evan Ewing
Re: Intuitive Machines, Inc.
Amendment No. 1 to Registration Statement
on Form S-1
Filed June 5, 2023
File No. 333-271014
To the addressees
set forth above:
This letter sets forth the
response of Intuitive Machines, Inc. (the “Company,” “we,” “our”
and “us”) to the comments provided by the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated June 16, 2023 (the
“Comment Letter”) with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1
filed with the Commission on June 5, 2023 (the “S-1”). Concurrently with the submission of this letter, we are
filing an amendment to the S-1 (“Amendment No. 2”) with the Commission through its EDGAR system.
For your convenience, we have
reproduced the Staff’s comments exactly as set forth in the Comment Letter in bold and italics below, and set forth below each such
comment is the Company’s response. Page numbers and captions referenced in the responses refer to Amendment No. 2 unless otherwise
stated. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.
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.
Response: In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 12.
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.
Response: In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 61.
* * * * * * * * * *
Please direct any questions
or comments regarding this correspondence to our counsel, Nick S. Dhesi of Latham & Watkins LLP, at (212) 906-1675.
Very truly yours,
Intuitive Machines, Inc.
By:
/s/ Erik Sallee
Name:
Erik Sallee
Title:
Chief Financial Officer
cc: Anna Jones, Intuitive Machines, Inc.
John Slater, Latham
& Watkins LLP