SecProbe.io

CORRESP
 1
 filename1.htm

 Sidus
Space, Inc.

 150
N. Sykes Creek Pkwy, Suite 200

 Merritt
Island, FL 32953

 February
4, 2026

 VIA
EDGAR

 United
States Securities

 and
Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Matthew Derby

 Re:
 Sidus
 Space, Inc.

 Registration
 Statement on Form S-3

 Filed
 January 20, 2026

 File
 No. 333-292839

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Sidus Space, Inc.
(the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:00 p.m., Eastern Standard Time, on Wednesday, February 4, 2026, or as soon thereafter as practicable.

 Please
notify Sean Reid of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

 Thank
 you,

 SIDUS
 SPACE, INC.

 By:
 /s/
 Carol Craig

 Name:
 Carol
 Craig

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 Sidus
Space, Inc.

 150
N. Sykes Creek Pkwy, Suite 200

 Merritt
Island, FL 32953

 February
 3, 2026

 VIA
EDGAR

 United
States Securities

 and
Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Matthew Derby

 Re:

 Sidus Space, Inc.

 Registration Statement on Form S-3

 Filed January 20, 2026

 File No. 333-292839

 Ladies
and Gentlemen:

 Sidus
Space, Inc. (the "Company") hereby respectfully withdraws its request dated February 2, 2026 that the effective date of the
registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Standard Time, on Tuesday,
February 3, 2026, or as soon thereafter as practicable. The Company intends to submit a revised acceleration request at a later date.

 Please
notify Sean Reid of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 if there are any questions
with respect to this request.

 Thank
you,

 SIDUS SPACE, INC.

 By:
 /s/
 Carol Craig

 Name:
 Carol Craig

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Sidus
Space, Inc.

 150
N. Sykes Creek Pkwy, Suite 200

 Merritt
Island, FL 32953

 February
2, 2026

 VIA
EDGAR

 United
States Securities

 and
Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Matthew Derby

 Re:
 Sidus
 Space, Inc.

 Registration Statement
 on Form S-3

 Filed January 20, 2026

 File No. 333-292839

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), Sidus Space, Inc.
(the "Company") respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:00 p.m., Eastern Standard Time, on Tuesday, February 3, 2026, or as soon thereafter as practicable.

 Please
notify Sean Reid of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as
to the time the Registration Statement has been declared effective pursuant to this acceleration request.

 Thank you,

 SIDUS SPACE, INC.

 By:
 /s/
 Carol Craig

 Name:
 Carol
 Craig

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 28, 2026

Carol Craig
Chief Executive Officer
Sidus Space Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953

 Re: Sidus Space Inc.
 Registration Statement on Form S-3
 Filed January 20, 2026
 File No. 333-292839
Dear Carol Craig:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Matthew Derby at 202-551-3334 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

December 30, 2024
Carol Craig
Chief Executive Officer
Sidus Space Inc.
50 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re:Sidus Space Inc.
Registration Statement on Form S-3
Filed December 23, 2024
File No. 333-284030
Dear Carol Craig:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Matthew Derby at 202-551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy, Suite 200

Merritt
Island, FL 32953

December
30, 2024

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Matthew Derby

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-3

    Filed
    December 23, 2024

    File
    No. 333-284030

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 4:00 p.m., Eastern Standard Time, on Tuesday, December 31, 2024, or as soon thereafter as practicable.

Please
notify Sean Reid of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 896-0610 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    SIDUS
    SPACE, INC.

    By:
    /s/
    Carol Craig

    Name:
    Carol
    Craig

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy, Suite 200

Merritt
Island, FL 32953

November
8, 2024

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mariam Mansaray

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-1

    Filed
    October 15, 2024

    File
    No. 333-282632

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:30 p.m., Eastern Standard Time, on Tuesday, November 12, 2024, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank you,

    SIDUS SPACE, INC.

    By:
    /s/
    Carol Craig

    Name:

    Carol
    Craig

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

November
8, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F St., NE

Washington,
D.C. 20549

  Re:
  Sidus Space Inc.

  Registration Statement on Form S-1 (File No. 333-282632)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, ThinkEquity LLC as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:30 p.m. Eastern Time on Tuesday, November 12, 2024, or as soon thereafter
as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    ThinkEquity
    LLC

    By:

    /s/
    Eric Lord

    Name:

    Eric
    Lord

    Title:

    Head
    of Investment Banking

    -1-

October 21, 2024
Carol Craig
Chief Executive Officer
Sidus Space Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re:Sidus Space Inc.
Registration Statement on Form S-1
Filed October 15, 2024
File No. 333-282632
Dear Carol Craig:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Mariam Mansaray at 202-551-5176 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Sean F. Reid, Esq.

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy, Suite 200

Merritt
Island, FL 32953

  January 9,
  2024

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Austin Patton

    Re:

    Sidus
    Space, Inc.

    Form
    S-1

    File
    No. 333-276288

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 9:00 a.m., Eastern Standard Time, on Wednesday, January 10, 2024, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank you,

    SIDUS SPACE, INC.

    By:

    /s/
    Carol Craig

    Name:

    Carol
    Craig

    Title:

    Chief
    Executive Officer

United States securities and exchange commission logo
January 2, 2024
Carol Craig
Chief Executive Officer
Sidus Space Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re:Sidus Space Inc.
Registration Statement on Form S-1
Filed December 27, 2023
File No. 333-276288
Dear Carol Craig:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Austin Pattan at 202-551-6756 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sean Reid

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy, Suite 200

Merritt
Island, FL 32953

August
11, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Austin Pattan

    Re:
    Sidus
    Space, Inc.

    Form
    S-3

    File
    No. 333-273430

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Monday, August 14, 2023, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    SIDUS
    SPACE, INC.

    By:

    /s/
    Carol Craig

    Name:

    Carol
    Craig

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

August
4, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-3

    Filed
    July 26, 2023

    File
    No. 333-273430

Ladies
and Gentlemen:

This
letter sets forth the responses of Sidus Space, Inc., a Delaware corporation (the “Company”), to the comments received
from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on August 3, 2023 concerning its Registration Statement on Form S-3 (File No. 333-373430) filed with the Commission on July 26, 2023
(the “Registration Statement”).

References
in the text of the responses herein to captions and page numbers refer to Amendment No. 1 to the Company’s Registration Statement
on Form S-3 (the “Amended Registration Statement”), which is being filed herewith.

Registration
Statement on Form S-3 filed July 26, 2023

Cover
Page

    1.
    It
    appears that you are relying on General Instruction I.B.6. of Form S-3 to conduct this offering. Please include the calculation of
    the aggregate market value of the your outstanding voting and nonvoting common equity pursuant to General Instruction I.B.6. and
    highlight that sales under this prospectus will be limited to no more than one-third of the aggregate market value of the voting
    and non-voting common equity held by nonaffiliates. See Instruction 7 to General Instructions of Form S-3.

    RESPONSE:
    The Company has revised the Amended Registration Statement to address this comment.

Risk
Factors

We
are currently listed on The Nasdaq Capital Market, page 37

    2.
    We
    note your statement that you “may not be able to continue to meet the exchange’s minimum listing requirements or those
    of any other national exchange.” We also note that you received notice from Nasdaq on March 14, 2023, indicating that you are
    not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. Please include
    a recent development section in your prospectus summary to disclose the Nasdaq notification letter and the impact on you if you are
    unable to regain compliance. Additionally, please amend your risk factor to discuss this notice and related material risks.

    RESPONSE:
    We have revised the Amended Registration Statement to address this comment.

    -1-

If
you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP
at (212) 634-3067.

    Very
    truly yours,

    /s/
    Jeffrey Fessler

    Jeffrey
    Fessler

    Sheppard,
    Mullin, Richter & Hampton LLP

    cc:
    Carol Craig, CEO

    -2-

United States securities and exchange commission logo
August 3, 2023
Carol Craig
Chief Executive Officer
Sidus Space Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re:Sidus Space Inc.
Registration Statement on Form S-3
Filed July 26, 2023
File No. 333-273430
Dear Carol Craig:
            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-3 filed July 26, 2023
Cover page
1.It appears that you are relying on General Instruction I.B.6. of Form S-3 to conduct this
offering. Please include the calculation of the aggregate market value of the your
outstanding voting and nonvoting common equity pursuant to General Instruction I.B.6.
and highlight that sales under this prospectus will be limited to no more than one-third of
the aggregate market value of the voting and non-voting common equity held by non-
affiliates. See Instruction 7 to General Instructions of Form S-3.

 FirstName LastNameCarol Craig
 Comapany NameSidus Space Inc.
 August 3, 2023 Page 2
 FirstName LastName
Carol Craig
Sidus Space Inc.
August 3, 2023
Page 2
Risk Factors
We are currently listed on The Nasdaq Capital Market, page 37
2.We note your statement that you "may not be able to continue to meet the exchange’s
minimum listing requirements or those of any other national exchange." We also note that
you received notice from Nasdaq on March 14, 2023, indicating that you are not in
compliance with the $1.00 minimum bid price requirement for continued listing on the
Nasdaq Capital Market. Please include a recent development section in your prospectus
summary to disclose the Nasdaq notification letter and the impact on you if you are unable
to regain compliance. Additionally, please amend your risk factor to discuss this notice
and related material risks.
            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 Austin Pattan, Staff Attorney, at (202) 551-6756 or Mitchell Austin, Staff
Attorney, at (202) 551-3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sean Reid

CORRESP
1
filename1.htm

April
18, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-270850

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Boustead Securities, LLC and EF Hutton,
division of Benchmark Investments, LLC, as representatives of the underwriters of the offering, hereby join the request of Sidus Space,
Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be declared effective at 5:00 p.m. (Washington,
D.C. time) on April 20, 2023, or as soon as practicable thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirm that they have complied with and will continue to comply with, and they have been informed or will be informed by
participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of
1934, as amended, in connection with the above-referenced issue.

    Sincerely,

    Boustead
    Securities, LLC

    By:

    /s/
    Keith Moore

    Name:
    Keith
    Moore

    Title:

    CEO

    Sincerely,

    EF
    Hutton, division of Benchmark Investments, LLC

    By:

    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:

    Supervisory
    Principal

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy, Suite 200

Merritt
Island, FL 32953

April
18, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mary Anne Graham

    Re:
    Sidus Space, Inc.

    Form S-1

    File No. 333-270850

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Thursday, April 20, 2023, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank you,

    SIDUS SPACE,
    INC.

    By:
    /s/
    Carol Craig

    Name:
    Carol Craig

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy

Suite
200

Merritt
Island, FL 32953

April
17, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mary Anne Graham

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-270850

Ladies
and Gentlemen:

Sidus
Space, Inc. (the “Company”) hereby respectfully withdraws its request, dated April 14, 2023, that the effective date of the
registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Tuesday,
April 18, 2023. The Company intends to submit a revised acceleration request at a later date.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 if there are any question
with respect to this request.

    Thank
    you,

    SIDUS
    SPACE, INC.

    By:
    /s/
    Carol Craig

    Name:
     Carol
    Craig

    Title:
     Chief
    Executive Officer

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy, Suite 200

Merritt
Island, FL 32953

April
14, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mary Anne Graham

    Re:
    Sidus Space, Inc.

    Form S-1

    File No. 333-270850

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Tuesday, April 18, 2023, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank you,

    SIDUS SPACE, INC.

    By:
    /s/ Carol Craig

    Name:
    Carol Craig

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

April
14, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-270850

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Boustead Securities, LLC and EF Hutton,
division of Benchmark Investments, LLC, as representatives of the underwriters of the offering, hereby join the request of Sidus Space,
Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be declared effective at 5:00 p.m. (Washington,
D.C. time) on April 18, 2023, or as soon as practicable thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirm that they have complied with and will continue to comply with, and they have been informed or will be informed by
participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of
1934, as amended, in connection with the above-referenced issue.

    Sincerely,

    Boustead
    Securities, LLC

    By:

    /s/
    Keith Moore

    Name:
    Keith
    Moore

    Title:

    CEO

    Sincerely,

    EF
    Hutton, division of Benchmark Investments, LLC

    By:

    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:

    Supervisory
    Principal

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy

Suite
200

Merritt
Island, FL 32953

  April
  12, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mary Anne Graham

  Re:
  Sidus
  Space, Inc.

  Registration
  Statement on Form S-1

  File
  No. 333-270850

Ladies
and Gentlemen:

Sidus
Space, Inc. (the “Company”) hereby respectfully withdraws its request, dated April 10, 2023, that the effective date of the
registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Standard Time, on Wednesday,
April 12, 2023. The Company intends to submit a revised acceleration request at a later date.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 if there are any question
with respect to this request.

    Thank
    you,

    SIDUS
    SPACE, INC.

    By:
    /s/
    Carol Craig

    Name:
    Carol
    Craig

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

April
10, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-270850

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Boustead Securities, LLC and EF Hutton,
division of Benchmark Investments, LLC, as representatives of the underwriters of the offering, hereby join the request of Sidus Space,
Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be declared effective at 5:00 p.m. (Washington,
D.C. time) on April 12, 2023, or as soon as practicable thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirm that they have complied with and will continue to comply with, and they have been informed or will be informed by
participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of
1934, as amended, in connection with the above-referenced issue.

    Sincerely,

    Boustead
    Securities, LLC

    By:

    /s/
    Keith Moore

    Name:
    Keith
    Moore

    Title:

    CEO

    Sincerely,

    EF
    Hutton, division of Benchmark Investments, LLC

    By:

    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:

    Supervisory
    Principal

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy, Suite 200

Merritt
Island, FL 32953

  April 10, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mary Anne Graham

    Re:
    Sidus
    Space, Inc.

    Form
    S-1

    File
    No. 333-270850

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Wednesday, April 12, 2023, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank you,

    SIDUS SPACE, INC.

    By:
    /s/
    Carol Craig

    Name:
    Carol
    Craig

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
April 4, 2023
Carol Craig
Chief Executive Officer
Sidus Space Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re:Sidus Space Inc.
Registration Statement on Form S-1
Filed March 27, 2023
File No. 333-270850
Dear Carol Craig:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Marion Graham, Staff Attorney, at 202-551-6521 or Larry Spirgel, Office
Chief, at 202-551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

January
26, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-269239

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Boustead Securities, LLC and EF Hutton,
division of Benchmark Investments, LLC, as representatives of the underwriters of the offering, hereby join the request of Sidus Space,
Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be declared effective at 5:00 p.m. (Washington,
D.C. time) on January 30, 2023, or as soon as practicable thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirm that they have complied with and will continue to comply with, and they have been informed or will be informed by
participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of
1934, as amended, in connection with the above-referenced issue.

    Sincerely,

    Boustead
    Securities, LLC

    By:

    /s/
    Keith Moore

    Name:
    Keith
    Moore

    Title:

    CEO

    Sincerely,

    EF
    Hutton, division of Benchmark Investments, LLC

    By:

    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:

    Supervisory
    Principal

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy, Suite 200

Merritt
Island, FL 32953

January
26, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Matthew Crispino

    Re:
    Sidus
    Space, Inc.

    Form
    S-1

    File
    No. 333-269239

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Monday, January 30, 2023, or as soon thereafter
as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank you,

    SIDUS SPACE, INC.

    By:

    /s/
    Carol Craig

    Name:
    Carol
    Craig

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy

Suite
200

Merritt
Island, FL 32953

January
23, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Matthew Crispino

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-269239

Ladies
and Gentlemen:

Sidus
Space, Inc. (the “Company”) hereby respectfully withdraws its request, dated January 19, 2023, that the effective date of
the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Standard Time, on
Monday, January 23, 2023. The Company intends to submit a revised acceleration request at a later date.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 if there are any question
with respect to this request.

    Thank
    you,

    SIDUS
    SPACE, INC.

    By:
    /s/
    Carol Craig

    Name:
    Carol
    Craig

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy, Suite 200

Merritt
Island, FL 32953

January
19, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Matthew Crispino

    Re:
    Sidus
    Space, Inc.

    Form S-1

    File No. 333-269239

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Monday, January 23, 2023, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    SIDUS
    SPACE, INC.

    By:
    /s/
    Carol Craig

    Name:
    Carol
    Craig

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

January
19, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-269239

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the
underwriters of the offering, hereby join the request of Sidus Space, Inc. that the effective date of the above-referenced Registration
Statement on Form S-1 be declared effective at 5:00 p.m. (Washington, D.C. time) on January 23, 2023, or as soon as practicable thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Sincerely,

    ThinkEquity,
    LLC

    By:

    /s/
    Priyanka Mahajan

    Name:
    Priyanka
    Mahajan

    Title:

    Managing
    Director, Investment Banking

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy

Suite
200

Merritt
Island, FL 32953

January
18, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Matthew Crispino

    Re:
    Sidus Space, Inc.

    Registration Statement on Form S-1

    File No. 333-269239

Ladies
and Gentlemen:

Sidus
Space, Inc. (the “Company”) hereby respectfully withdraws its request, dated January 16, 2023, that the effective date of
the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Standard Time, on
Wednesday, January 18, 2023. The Company intends to submit a revised acceleration request at a later date.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 if there are any question
with respect to this request.

    Thank you,

    SIDUS SPACE, INC.

    By:
    /s/ Carol Craig

    Name:
    Carol Craig

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

January
13, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Sidus
    Space, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-269239

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the
underwriters of the offering, hereby join the request of Sidus Space, Inc. that the effective date of the above-referenced Registration
Statement on Form S-1 be declared effective at 5:00 p.m. (Washington, D.C. time) on January 18, 2023, or as soon as practicable thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Sincerely,

    ThinkEquity,
    LLC

    By:

    /s/
    Priyanka Mahajan

    Name:
    Priyanka
    Mahajan

    Title:

    Managing
    Director, Investment Banking

CORRESP
1
filename1.htm

Sidus
Space, Inc.

150
N. Sykes Creek Pkwy, Suite 200

Merritt
Island, FL 32953

January
13, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Matthew Crispino

    Re:
    Sidus
    Space, Inc.

    Form
    S-1

    File
    No. 333-269239

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Wednesday, January 18, 2023, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    SIDUS
    SPACE, INC.

    By:
    /s/
    Carol Craig

    Name:
    Carol
    Craig

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
December 20, 2022
Carol Craig
Chief Executive Officer
Sidus Space Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re:Sidus Space Inc.
Draft Registration Statement on Form S-1
Submitted December 13, 2022
CIK No. 0001879726
Dear Carol Craig:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sean Reid

CORRESP
1
filename1.htm

sidus_corresp.htmBoustead Securities LLC

 6 Venture #395

 Irvine, CA 92618

 December 10, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

    Re:

   Sidus Space, Inc.

   Registration Statement on Form S-1 (File No. 333-261288)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Boustead Securities, LLC, as representative of several underwriters, hereby join Sidus Space, Inc. (the “Company”) in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-261288) (the “Registration Statement”) to become effective on Monday, December 13, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Sheppard, Mullin, Richter & Hampton LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus dated December 8, 2021 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that they have complied and will continue to comply with, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply with, the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

       Very truly yours,

 Boustead Securities, LLC

    By:  /s/ Keith Moore

   Name:

  Keith Moore

     Title:  Chief Executive Officer

CORRESP
1
filename1.htm

sidus_corresp.htm

 Sidus Space, Inc.

 150 N. Sykes Creek Parkway, Suite 200

 Merritt Island, FL 32953

   December 10, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Kyle Wiley

   Re:

   Sidus Space, Inc. (File No. 333-261288)

   Registration Statement on Form S-1

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Sidus Space, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Standard Time, on Monday, December 13, 2021, or as soon thereafter as possible.

 Please notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

   SIDUS SPACE, INC.

   By:

   /s/ Carol Craig

   Name:

   Carol Craig

   Title:

   Chief Executive Officer

CORRESP
1
filename1.htm

sidus_corresp.htm

   Sheppard, Mullin, Richter & Hampton LLP

 30 Rockefeller Plaza

 New York, New York 10112-0015

 212.653.8700 main

 212.653.8701 fax

 www.sheppardmullin.com

 December 8, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

    Re:

   Sidus Space, Inc.

   Amendment No. 1 to Registration Statement on Form S-1

   Filed December 3, 2021

   File No. 333-261288

 Ladies and Gentlemen:

 This letter sets forth the responses of Sidus Space, Inc., a Delaware corporation (the “Company”), to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on December 7, 2021 concerning Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-261288) filed with the Commission on December 3, 2021 (the “Registration Statement”).

 References in the text of the responses herein to captions and page numbers refer to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Amended Registration Statement”), which is being filed herewith.

 Amendment No. 1 to Registration Statement on Form S-1

  Dilution, page 38

    1.

   Please revise your pro forma, as adjusted, net tangible book value and book value per share calculations to give effect to the $1 million post balance sheet assumption of debt from CTC. In this regard, it appears that such amounts should be $10.8 million and $0.67, respectively and dilution per investor should be $4.33.

   RESPONSE: We have deleted the pro forma adjustment in the Summary Financial Data and the Capitalization table in the Amended Registration Statement that gave effect to the $1 million post balance sheet assumption of debt from CTC because the amount of debt subject to the assumption agreement from CTC, a related party, was already included on the balance sheet as of September 30, 2021 as part of a $3.75 million Note Payable to Related Party.  By entering into the Decathlon Loan Assignment and Assumption Agreement on December 3, 2021, we bifurcated the $3.75 million note into 2 notes, with $1.4 million due to Decathlon and the remaining $2.35 million due to CTC.

   -1-

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Liquidity and Capital Resources, page 43

    2.

   We note your disclosure regarding the Loan Assignment and Revenue Loan and Security Agreements. Please revise to further describe the material terms of these agreements, such as the maturity dates, interest rates, monthly payment formulas, financial covenants and assets covered by the security agreement. Additionally, please revise to explain why the company chose to assume the loan from Craig Technical Consulting. Lastly, we note that you have granted a security interest to Decathlon in certain assets described in Schedule 11.2 to the Revenue Loan and Security Agreement. Please refile this agreement to include this schedule and any other material schedules or similar attachments.

   RESPONSE: We have revised the Amended Registration Statement to describe the material terms of the Loan Assignment and the Revenue Loan and Security Agreements. In addition, we added disclosure with respect to why we chose to assume the loan from Craig Technical Consulting. Further, we have refiled the Revenue Loan and Security Agreement to include the material schedules.

 Unaudited Consolidated Balance Sheets, page F-15

    3.

   As previously requested, please revise your interim period balance sheet to indicate that 10.0 million shares of Class B common stock are issued and outstanding at both September 30, 2021 and December 31, 2020.

   RESPONSE: We have revised the Amended Registration Statement to respond to this comment.

 If you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067.

   Very truly yours,

   /s/ Jeffrey Fessler

   Jeffrey Fessler

   Sheppard, Mullin, Richter & Hampton LLP

   cc: Carol Craig, CEO

   -2-

United States securities and exchange commission logo
December 7, 2021
Carol Craig
Chief Executive Officer
Sidus Space, Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re:Sidus Space, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 3, 2021
File No. 333-261288
Dear Ms. Craig:
            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 December 2, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Dilution, page 38
1.Please revise your pro forma, as adjusted, net tangible book value and book value per
share calculations to give effect to the $1 million post balance sheet assumption of debt
from CTC.  In this regard, it appears that such amounts should be $10.8 million and $0.67,
respectively and dilution per investor should be $4.33.

 FirstName LastNameCarol Craig
 Comapany NameSidus Space, Inc.
 December 7, 2021 Page 2
 FirstName LastName
Carol Craig
Sidus Space, Inc.
December 7, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 43
2.We note your disclosure regarding the Loan Assignment and Revenue Loan and Security
Agreements.  Please revise to further describe the material terms of these agreements,
such as the maturity dates, interest rates, monthly payment formulas, financial covenants
and assets covered by the security agreement.  Additionally, please revise to explain why
the company chose to assume the loan from Craig Technical Consulting.  Lastly, we note
that you have granted a security interest to Decathlon in certain assets described
in Schedule 11.2 to the Revenue Loan and Security Agreement.  Please refile this
agreement to include this schedule and any other material schedules or similar
attachments.

Unaudited Consolidated Balance Sheets, page F-15
3.As previously requested, please revise your interim period balance sheet to indicate that
10.0 million shares of Class B common stock are issued and outstanding at both
September 30, 2021 and December 31, 2020.
            You may contact Megan Akst, Senior Staff Accountant, at 202-551-3407 or Kathleen
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Kyle Wiley, Staff Attorney, at
202-344-5791 or Mitchell Austin, Staff Attorney, at 202-551-3547 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeff Fessler

CORRESP
1
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sidus_corresp.htm

 Sheppard, Mullin, Richter & Hampton LLP

 30 Rockefeller Plaza

 New York, New York 10112-0015

 212.653.8700 main

 212.653.8701 fax

 www.sheppardmullin.com

 December 3, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

    Re:

   Sidus Space, Inc.

   Form S-1

   Filed November 23, 2021

   File No. 333-261288

 Ladies and Gentlemen:

 This letter sets forth the responses of Sidus Space, Inc., a Delaware corporation (the “Company”), to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on December 2, 2021 concerning its Registration Statement on Form S-1 (File No. 333-261288) filed with the Commission on November 23, 2021 (the “Registration Statement”).

 References in the text of the responses herein to captions and page numbers refer to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Amended Registration Statement”), which is being filed herewith.

 Form S-1 filed November 23, 2021

 Dilution

    1.

   Please address the following as it relates to your dilution disclosures:

   ·

  Revise your net tangible book value and as adjusted net tangible book value to include operating lease right-of-use assets, net.

   ·

  Revise your net tangible book value per share and as adjusted per share information to include the effect of Class B common stock.

   ·

  Revise the dilution per share to new investors in this offering to reflect the above changes.

   ·

  Revise the table on page 39 to include the effect of Class B common in your existing stockholder disclosure.

   RESPONSE: The Company has revised Amendment No. 1 to the Registration Statement to address this comment.

   -1-

 Consolidated Balance Sheets, page F-3

    2.

   Please revise to ensure that the number of Class B common shares issued and outstanding, both here and in your interim financial statements, agrees to the 10.0 million shares as disclosed in your statement of stockholders' deficit.

   RESPONSE: We have revised Amendment No. 1 to the Registration Statement to address this comment.

 If you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067.

   Very truly yours,

   /s/ Jeffrey Fessler

   Jeffrey Fessler

   Sheppard, Mullin, Richter & Hampton LLP

   cc: Carol Craig, CEO

   -2-

United States securities and exchange commission logo
December 2, 2021
Carol Craig
Chief Executive Officer
Sidus Space, Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re:Sidus Space, Inc.
Registration Statement on Form S-1
Filed November 23, 2021
File No. 333-261288
Dear Ms. Craig:
            We have reviewed your 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.
Form S-1 filed November 23, 2021
Dilution, page 38
1.Please address the following as it relates to your dilution disclosures:
•Revise your net tangible book value and as adjusted net tangible book value to
include operating lease right-of-use assets, net.
•Revise your net tangible book value per share and as adjusted per share information
to include the effect of Class B common stock.
•Revise the dilution per share to new investors in this offering to reflect the above
changes.
•Revise the table on page 39 to include the effect of Class B common in your existing
stockholder disclosure.

 FirstName LastNameCarol Craig
 Comapany NameSidus Space, Inc.
 December 2, 2021 Page 2
 FirstName LastName
Carol Craig
Sidus Space, Inc.
December 2, 2021
Page 2
Consolidated Balance Sheets, page F-3
2.Please revise to ensure that the number of Class B common shares issued and outstanding,
both here and in your interim financial statements, agrees to the 10.0 million shares as
disclosed in your statement of stockholders' deficit.
            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.
            You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Kyle Wiley, Staff Attorney, at
(202) 344-5791 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeff Fessler

CORRESP
1
filename1.htm

sidus_corresp.htm

   Sheppard, Mullin, Richter & Hampton LLP

 30 Rockefeller Plaza

 New York, New York 10112-0015

 212.653.8700 main

 212.653.8701 fax

 November 23, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

    Re:

   Sidus Space, Inc.

   Amendment No. 1 to Draft Registration Statement on Form S-1

   Submitted November 10, 2021

   CIK No. 0001879726

 Ladies and Gentlemen:

 This letter sets forth the responses of Sidus Space, Inc., a Delaware corporation (the “Company”), to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on November 19, 2021 concerning its Draft Registration Statement on Form S-1 (CIK No. 0001879726) submitted to the Commission on November 10, 2021 (the “Registration Statement”).

 References in the text of the responses herein to captions and page numbers refer to Amendment No. 2 to the Company’s Draft Registration Statement on Form S-1 (the “Amended Draft Registration Statement”), which is being filed herewith.

 Amendment No. 1 to DRS on Form S-1 submitted November 10, 2021

 Cover Page

    1.

   We note your response to prior comment 1. Please expand your disclosure on the cover page to include the identity and beneficial ownership percentage of your controlling shareholder and provide a cross-reference to a longer discussion of the exemptions available to you, and those on which you intend to rely, as a "controlled company.

   RESPONSE: The Company has revised the Amended Draft Registration Statement to address this comment.

  -1-

 Prospectus Summary, page 1

    2.

   We note your revised disclosures include a list of various manufacturing contracts and significant milestones. Please further revise to disclose the fiscal year(s) covered by each contract. Also, in an effort to provide a balanced discussion, revise to disclose the total revenue generated for each period presented on page 1.

   RESPONSE: We have revised the Amended Draft Registration Statement to address this comment.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations, page 39

    3.

   We note your revised disclosures in response to prior comment 6. Please revise your results of operations discussion for the interim periods ended September 30th to include a similar discussion regarding the number of customers at each period end and the impact of such changes on your revenue for each period.

   RESPONSE: We have revised the Amended Draft Registration Statement to address this comment.

 Exclusive Forum, page 75

    4.

   We note your response to prior comment 9. While you discuss a federal exclusive forum provision for Securities Act and Exchange Act claims here, you do not discuss this provision in the risk factor on page 33. Please revise to consistently describe your exclusive forum provisions or advise.

   RESPONSE: We have revised the Amended Draft Registration Statement to address this comment.

  -2-

 Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies, page F-7

    5.

   You state in your response to prior comment 11 that you have revised your disclosures to include the research and development costs charged to expense for each period presented; however, no such revisions appear to have been made. Considering the importance of your research and development projects on the future success of your business, please revise to disclose the total research and development costs charged to expense for each period presented. Refer to ASC 730-10-50-1.

   RESPONSE:  The Company has disclosed in the Amended Draft Registration Statement that it has not established a research and development department nor has it incurred research and development expenses.  The Company intends on creating a formal research and development team in the future so it can more easily streamline its new products and get to market faster.

 Consolidated Statements of Operations page F-15

    6.

   Please provide the calculations that support the Class A and Class B per share information. In this regard, it is unclear how you allocated earnings to each class of common stock and why per share amounts would differ for each class given dividend rights are the same. Please explain further or revise your disclosures as necessary. Refer to ASC 260-10-45-60B.

   RESPONSE:

   RESPONSE: The Company has revised its disclosure in the Amended Draft Registration Statement to show the allocation of earnings to common stock on a combined basis as the dividend rights for both classes are the same.

 Consolidated Statements of Stockholder’s Deficit, page F-17

    7.

   You disclose that in August 2021, all outstanding shares of common stock were exchanged for 10 million shares of Class B common stock. Please tell us your consideration to retroactively reflect such exchange for all periods presented. Specifically address your consideration of the guidance in ASC 505-25-25 and SAB Topic 4.C.

   RESPONSE: The Company has revised its disclosure in the Amended Draft Registration Statement to retroactively present the financial statements with 10 million shares of Class B common stock issued and outstanding from inception in accordance with the guidance in ASC 505-25-25 and SAB Topic 4.C.

 General

    8.

   We note on page 6 and elsewhere that you removed references to an underwriter’s overallotment option. We also note, however, that other disclosures continue to reference an over-allotment option. Please tell us whether your underwriter will have an overallotment option and ensure your prospectus disclosure is consistent throughout.

   RESPONSE: We have revised the Amended Draft Registration Statement to address this comment.

  -3-

 If you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067.

   Very truly yours,

   /s/ Jeffrey Fessler

   Jeffrey Fessler

   Sheppard, Mullin, Richter & Hampton LLP

   cc: Carol Craig, CEO

  -4-

United States securities and exchange commission logo
November 19, 2021
Carol Craig
Chief Executive Officer
Sidus Space, Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re:Sidus Space, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 10, 2021
CIK No. 0001879726
Dear Ms. Craig:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. References to prior comments refer to comments in our October 25, 2021 letter.
Amendment No. 1 to DRS on Form S-1 submitted November 10, 2021
Cover Page
1.We note your response to prior comment 1.  Please expand your disclosure on the cover
page to include the identity and beneficial ownership percentage of your controlling
shareholder and provide a cross-reference to a longer discussion of the exemptions
available to you, and those on which you intend to rely, as a "controlled company."

 FirstName LastNameCarol Craig
 Comapany NameSidus Space, Inc.
 November 19, 2021 Page 2
 FirstName LastName
Carol Craig
Sidus Space, Inc.
November 19, 2021
Page 2
Prospectus Summary, page 1
2.We note your revised disclosures include a list of various manufacturing contracts and
significant milestones.  Please further revise to disclose the fiscal year(s) covered by each
contract.  Also, in an effort to provide a balanced discussion, revise to disclose the total
revenue generated for each period presented on page 1.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 39
3.We note your revised disclosures in response to prior comment 6.  Please revise your
results of operations discussion for the interim periods ended September 30th to include a
similar discussion regarding the number of customers at each period end and the impact of
such changes on your revenue for each period.
Exclusive Forum, page 75
4.We note your response to prior comment 9.  While you discuss a federal exclusive forum
provision for Securities Act and Exchange Act claims here, you do not discuss this
provision in the risk factor on page 33.  Please revise to consistently describe your
exclusive forum provisions or advise.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies, page F-7
5.You state in your response to prior comment 11 that you have revised your disclosures to
include the research and development costs charged to expense for each period presented;
however, no such revisions appear to have been made. Considering the importance of your
research and development projects on the future success of your business, please revise to
disclose the total research and development costs charged to expense for each period
presented. Refer to ASC 730-10-50-1.
Consolidated Statements of Operations, page F-15
6.Please provide the calculations that support the Class A and Class B per share
information.  In this regard, it is unclear how you allocated earnings to each class of
common stock and why per share amounts would differ for each class given dividend
rights are the same.  Please explain further or revise your disclosures as necessary.  Refer
to ASC 260-10-45-60B.
Consolidated Statements of Stockholder's Deficit, page F-17
7.You disclose that in August 2021, all outstanding shares of common stock were
exchanged for 10 million shares of Class B common stock.  Please tell us your
consideration to retroactively reflect such exchange for all periods presented.  Specifically
address your consideration of the guidance in ASC 505-25-25 and SAB Topic 4.C.

 FirstName LastNameCarol Craig
 Comapany NameSidus Space, Inc.
 November 19, 2021 Page 3
 FirstName LastName
Carol Craig
Sidus Space, Inc.
November 19, 2021
Page 3
General
8.We note on page 6 and elsewhere that you removed references to an underwriter’s over-
allotment option.  We also note, however, that other disclosures continue to reference an
over-allotment option.  Please tell us whether your underwriter will have an over-
allotment option and ensure your prospectus disclosure is consistent throughout.
            You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Kyle Wiley, Staff Attorney, at
(202) 344-5791 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeff Fessler

United States securities and exchange commission logo
October 25, 2021
Carol Craig
Chief Executive Officer
Sidus Space, Inc.
150 N. Sykes Creek Parkway, Suite 200
Merritt Island, FL 32953
Re:Sidus Space, Inc.
Draft Registration Statement on Form S-1
Submitted September 28, 2021
CIK No. 0001879726
Dear Ms. Craig:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted September 28, 2021
Cover Page
1.You disclose that Ms. Craig, your CEO, beneficially owns 10 million shares, or 100%, of
your issued and outstanding Class B common stock.  As a result of Ms. Craig's Class B
holdings, it appears you may be a "controlled company."  Please advise.  To the extent
you will be a "controlled company" following the completion of this offering, please
revise your cover page to disclose your status as a "controlled company", disclose the
identity and beneficial ownership percentage of your controlling shareholder and
provide a cross-reference to a longer discussion of the exemptions available to you, and
those on which you intend to rely, as a "controlled company."

 FirstName LastNameCarol Craig
 Comapany NameSidus Space, Inc.
 October 25, 2021 Page 2
 FirstName LastName
Carol Craig
Sidus Space, Inc.
October 25, 2021
Page 2
Prospectus Summary
Sidus Constellation, page 2
2.We note that you have been awarded a 5-year indefinite delivery indefinite quantity
contract with NASA.  Please revise, where appropriate, to discuss the material terms of
this contract and tell us what consideration you have given to filing it as an exhibit.  See
Item 601(b)(10) of Regulation S-K.
3.On page 3, you disclose that you have generated space-related manufacturing revenue
since 2012.  On page 4 and elsewhere, you disclose that you have generated space-related
manufacturing revenue since 2014.  Please revise to address this inconsistency or advise.
Risk Factors, page 9
4.We note that Ms. Craig, is also the CEO of Craig Technical Consulting, Inc., your
majority shareholder, and is currently pursuing a PhD.  We also note that Mr. Silverman,
your CFO, is currently an executive officer of several other entities.  In light of their
involvement with other businesses and activities, please specify the minimum amount of
time per week that Ms. Craig and Mr. Silverman devote to your company.  If Ms. Craig or
Mr. Silverman works less than full time for the company, please include a risk factor
indicating the amount of time that she or he dedicates to the company and discuss any
related material risks to the company and investors.  Also, please consider addressing in a
separate risk factor whether Ms. Craig's or Mr. Silverman's outside employment creates a
material risk of conflicts of interest with the company and, if so, how such conflicts will
be resolved.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
39
5.Please revise your MD&A to highlight, if true, that your revenues to date have been from
your space related manufacturing offerings and that you have not generated revenue from
your commercial constellation space offering.
Business
Existing Relationships, page 48
6.You state here that your customers include large government contractors and government
space agencies.  Please revise to disclose your number of customers as of the end of each
financial statement period included in the filing.
Our Intellectual Property, page 55
7.Please disclose the duration of your patents.  See Item 101(h)(4)(vii) of Regulation S-K.

 FirstName LastNameCarol Craig
 Comapany NameSidus Space, Inc.
 October 25, 2021 Page 3
 FirstName LastName
Carol Craig
Sidus Space, Inc.
October 25, 2021
Page 3
Employment Agreements, page 62
8.You state here that you intend to enter into employment agreements with your
management.  Please revise to describe the material terms of these agreements and file
them as exhibits.
Description of Capital Stock
Exclusive Forum, page 72
9.Disclosure here states that the federal exclusive forum provision will apply to both
Securities Act and Exchange Act claims, while disclosure in the risk factor on page 33
only notes that the provision will apply to Securities Act claims.  Please revise or advise.
Consolidated Statements of Operations, page F-4
10.We note you present a measure of gross profit on the face of your Consolidated Statement
of Operations.  We further note that it appears all your depreciation expense is currently
classified within general and administrative expense.  Please tell us how your presentation
complies with the guidance in SAB Topic 11.B.  In this regard, if you do not allocate any
depreciation and amortization to cost of revenue, you should remove the gross profit
subtotal from your statements of operations and relabel the cost of revenue line item to
indicate that it excludes depreciation and amortization.
General, page F-7
11.You refer throughout the filing to the importance of your research and development
projects on the future success of your business.  Please revise to disclose the total research
and development costs charged to expense for each period presented.  Refer to ASC 730-
10-50-1.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation, page F-7
12.Please revise to include all of the disclosures required by ASC 810-10-50-2AA and 50-3
regarding your variable interest entity, Aurea Alas.  At a minimum, ensure you include in
your disclosures the carrying amounts and classification of the VIE’s assets and liabilities
in the statement of financial position that are consolidated as well as terms of
arrangements that could require you to provide financial support to the VIE, including
events or circumstances that could expose the reporting entity to a loss in accordance with
ASC 810-10-50-3.  Also, disclose the impact of the VIE on your financial performance
and cash flows.  Lastly, ensure you address the disclosures required by ASC 810-10-50-
5A.
General
13.Please supplementally provide us with copies of all written communications, as defined in

 FirstName LastNameCarol Craig
 Comapany NameSidus Space, Inc.
 October 25, 2021 Page 4
 FirstName LastName
Carol Craig
Sidus Space, Inc.
October 25, 2021
Page 4
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeff Fessler