UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 2 )*
Intuitive
Machines, Inc.
(Name
of Issuer)
Class
A Common Stock
(Title
of Class of Securities)
46125A100
(CUSIP
Number)
Kamal
Seyed Ghaffarian
5937 Sunnyslope Drive
Naples,
FL 34119
(301) 486-3150
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 2024
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 46125A100 |
|
13D |
|
Page
1 of 7 pages |
1 |
Names
of Reporting Persons
Kamal
Seyed Ghaffarian |
2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
|
3 |
SEC Use
Only
|
4 |
Source
of Funds (See Instructions)
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
United
States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
Sole
Voting Power
67,434 |
|
8 |
Shared
Voting Power
47,201,989 |
|
9 |
Sole
Dispositive Power
67,434 |
|
10 |
Shared
Dispositive Power
47,201,989 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
47,269,423 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
48.5% |
14 |
Type
of Reporting Person
IN |
CUSIP
No. 46125A100 |
|
13D |
|
Page
2 of 7 pages |
1 |
Names
of Reporting Persons
Ghaffarian
Enterprises, LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
|
3 |
SEC Use
Only
|
4 |
Source
of Funds (See Instructions)
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
Maryland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
Sole
Voting Power
0 |
|
8 |
Shared
Voting Power
43,419,059 |
|
9 |
Sole
Dispositive Power
0 |
|
10 |
Shared
Dispositive Power
43,419,059 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
43,419,059 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
46.4% |
14 |
Type
of Reporting Person
OO |
CUSIP
No. 46125A100 |
|
13D |
|
Page
3 of 7 pages |
1 |
Names
of Reporting Persons
Intuitive
Machines KG Parent, LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
|
3 |
SEC Use
Only
|
4 |
Source
of Funds (See Instructions)
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
Sole
Voting Power
0 |
|
8 |
Shared
Voting Power
1,541,809 |
|
9 |
Sole
Dispositive Power
0 |
|
10 |
Shared
Dispositive Power
1,541,809 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,541,809 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
2.8% |
14 |
Type
of Reporting Person
OO |
CUSIP
No. 46125A100 |
|
13D |
|
Page
4 of 7 pages |
1 |
Names
of Reporting Persons
GM
Enterprises, LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
|
3 |
SEC Use
Only
|
4 |
Source
of Funds (See Instructions)
OO |
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
Sole
Voting Power
0 |
|
8 |
Shared
Voting Power
2,241,121 |
|
9 |
Sole
Dispositive Power
0 |
|
10 |
Shared
Dispositive Power
2,241,121 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,241,121 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
4.0% |
14 |
Type
of Reporting Person
OO |
CUSIP
No. 46125A100 |
|
13D |
|
Page
5 of 7 pages |
Explanatory Note
This Amendment No. 2 to Schedule 13D (this “Amendment
No. 2”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on
February 8, 2024 (as amended to date, the “Schedule 13D”), relating to the Class A common stock, par value $0.0001 per share
(the “Class A Common Stock”), of Intuitive Machines, Inc., a Delaware corporation (the “Issuer”). Capitalized
terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item
4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented with
the following:
June 2024 Stock Sales
On June 10, 2024, Ghaffarian Enterprises, LLC exchanged
4,800,000 Common Units for an equal number of shares Class A Common Stock (the “Exchange”). In connection with the Exchange,
4,800,000 shares of Class C Common Stock held by Ghaffarian Enterprises, LLC were canceled by the Issuer for no consideration.
Following the Exchange on June 10, 2024, Ghaffarian
Enterprises, LLC sold 4,800,000 shares of Class A Common Stock at a price of $4.00 per share in an open market transaction on the Nasdaq
Stock Market pursuant to Rule 144 (the “June 2024 Stock Sale”).
Following the June 2024 Stock Sale, Dr. Ghaffarian
continues to be the largest shareholder of the Issuer. Dr. Ghaffarian, individually and through the other Reporting Persons that he controls,
may be deemed to beneficially own an aggregate of 47,269,423 shares of Class A Common Stock, which includes 39,025,852 shares of Class
C Common Stock, 3,619,040 shares of Class A and 5,000 shares of Series A Preferred Stock, thereby holding 45.3% of the voting power of
the Issuer and representing 46% of the Class A Common Stock of the Issuer as calculated in accordance with Rule 13d-3.
The June 2024 Stock Sale was effected by Dr. Ghaffarian solely in order
to provide funds for other investments and does not reflect any views regarding the value or prospects of the Issuer. Dr. Ghaffarian is
fully committed to leading the Issuer to continued success as its Chairman and largest shareholder.
CUSIP
No. 46125A100 |
|
13D |
|
Page
6 of 7 pages |
Item
5. Interest in Securities of the Issuer.
Item 5(a) – (c) of the Schedule 13D is hereby amended and supplemented
with the following:
(a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 53,723,453 shares of Class A Common Stock outstanding as of May 8, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on May 14, 2024.
Reporting Person | |
Amount beneficially owned | | |
Percent of class: | | |
Sole power to vote or to direct the vote: | | |
Shared power to vote or to direct the vote: | | |
Sole power to dispose or to direct the disposition of: | | |
Shared power to dispose or to direct the disposition of: | |
Kamal Seyed Ghaffarian | |
| 47,269,423 | | |
| 48.5 | % | |
| 67,434 | | |
| 47,201,989 | | |
| 67,434 | | |
| 47,201,989 | |
Ghaffarian Enterprises, LLC | |
| 43,419,059 | | |
| 46.4 | % | |
| 0 | | |
| 43,419,059 | | |
| 0 | | |
| 43,419,059 | |
Intuitive Machines KG Parent, LLC | |
| 1,541,809 | | |
| 2.8 | % | |
| 0 | | |
| 1,541,809 | | |
| 0 | | |
| 1,541,809 | |
GM Enterprises, LLC | |
| 2,241,121 | | |
| 4.0 | % | |
| 0 | | |
| 2,241,121 | | |
| 0 | | |
| 2,241,121 | |
The securities reported herein include (i) 43,650,383
Common Units, which may be redeemed for shares of Class A Common Stock on a one-to-one basis, of which 35,606,013 Common Units are held
by Ghaffarian Enterprises, LLC, 1,541,809 Common Units are held by Intuitive Machines KG Parent, LLC and 2,241,121 Common Units are held
by GM Enterprises, LLC; (ii) 3,551,606 shares of Class A Common Stock held directly by Ghaffarian Enterprises, LLC; and (iii) 67,434 shares
of Class A Common Stock held directly by Dr. Ghaffarian, which were acquired upon the vesting of restricted stock units (“RSUs”)
on June 6, 2024.
The amount of Common Units reported above includes
4,624,531 Earn Out Units which vest dependent upon the satisfaction of the certain milestones as previously described in the Schedule
13D.
Dr. Ghaffarian is the sole trustee of a revocable
trust, which is the sole member of Ghaffarian Enterprises, LLC and the sole managing member of Intuitive Machines KG Parent, LLC, and
GM Enterprises, LLC. As a result, Dr. Ghaffarian may be deemed to share beneficial ownership of the securities reported herein, but disclaims
beneficial ownership.
(c) On June 6, 2024, Dr. Ghaffarian received an award of 55,680 RSUs as compensation for his service as a director of the Issuer. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The reporting person elected to defer receipt of these RSUs until his retirement from the Issuer’s Board of Directors.
Except as described herein and the June 2024 Stock Sale described
in Item 4 above, since the date of the Reporting Persons’ most recent filing on Schedule 13D, the Reporting Persons have not effected
any transactions with respect to the Class A Common Stock.
(d) None.
(e) Not applicable.
CUSIP
No. 46125A100 |
|
13D |
|
Page
7 of 7 pages |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 11, 2024
|
Kamal Seyed Ghaffarian |
|
|
|
|
/s/ Kamal Seyed Ghaffarian |
|
|
|
|
Ghaffarian Enterprises, LLC |
|
|
|
|
By: |
/s/ Kamal Seyed Ghaffarian |
|
Name: |
Kamal Seyed Ghaffarian |
|
Title: |
Trustee of the Sole Member |
|
Intuitive Machines KG Parent, LLC |
|
|
|
|
By: |
/s/ Kamal Seyed Ghaffarian |
|
Name: |
Kamal Seyed Ghaffarian |
|
Title: |
Trustee of the Sole Managing Member |
|
GM Enterprises, LLC |
|
|
|
|
By: |
/s/ Kamal Seyed Ghaffarian |
|
Name: |
Kamal Seyed Ghaffarian |
|
Title: |
Trustee of the Sole Managing Member |
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