Filing Details
- Accession Number:
- 0001213900-25-028006
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-01 20:00:00
- Filed By:
- Kamal Seyed Ghaffarian
- Company:
- Intuitive Machines Inc.
- Filing Date:
- 2025-04-02
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Kamal Seyed Ghaffarian | 67,434 | 39,990,800 | 67,434 | 39,990,800 | 40,058,234 | 26.3% |
| Ghaffarian Enterprises, LLC | 0 | 37,500,599 | 0 | 37,500,599 | 37,500,599 | 25.0% |
| Intuitive Machines KG Parent, LLC | 0 | 249,080 | 0 | 249,080 | 249,080 | 0.2% |
| GM Enterprises, LLC | 0 | 2,241,121 | 0 | 2,241,121 | 2,241,121 | 1.9% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
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) |
03/31/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 46125A100 |
| 1 |
Name of reporting person
Kamal Seyed Ghaffarian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
40,058,234.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 46125A100 |
| 1 |
Name of reporting person
Ghaffarian Enterprises, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
37,500,599.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 46125A100 |
| 1 |
Name of reporting person
Intuitive Machines KG Parent, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
249,080.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 46125A100 |
| 1 |
Name of reporting person
GM Enterprises, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,241,121.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Intuitive Machines, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
13467 Columbia Shuttle Street, Houston,
TEXAS
, 77059. | |
Item 1 Comment:
This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") 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 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety with the following:
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 based on 115,725,043 shares of Class A Common Stock outstanding as of March 18, 2025, as disclosed in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 25, 2025.
Kamal Seyed Ghaffarian
Amount beneficially owned: 40,058,234
Percent of Class: 26.3%
Ghaffarian Enterprises, LLC
Amount beneficially owned: 37,500,599
Percent of Class: 25.0%
Intuitive Machines KG Parent, LLC
Amount beneficially owned: 249,080
Percent of Class: 0.2%
GM Enterprises, LLC
Amount beneficially owned: 2,241,121
Percent of Class: 1.9% | |
| (b) | Kamal Seyed Ghaffarian
Sole Voting Power: 67,434
Shared Voting Power: 39,990,800
Sole Dispositive Power: 67,434
Shared Dispositive Power: 39,990,800
Ghaffarian Enterprises, LLC
Sole Voting Power: 0
Shared Voting Power: 37,500,599
Sole Dispositive Power: 0
Shared Dispositive Power: 37,500,599
Intuitive Machines KG Parent, LLC
Sole Voting Power: 0
Shared Voting Power: 249,080
Sole Dispositive Power: 0
Shared Dispositive Power: 249,080
GM Enterprises, LLC
Sole Voting Power: 0
Shared Voting Power: 2,241,121
Sole Dispositive Power: 0
Shared Dispositive Power: 2,241,121
The securities reported herein include (i) 36,496,032 Common Units, which may be redeemed for shares of Class A Common Stock on a one-to-one basis, of which 34,005,831 Common Units are held by Ghaffarian Enterprises, LLC, 249,080 Common Units are held by Intuitive Machines KG Parent, LLC and 2,241,121 Common Units are held by GM Enterprises, LLC; (ii) 3,494,768 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.
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 March 31, 2025, Intuitive Machines KG Parent, LLC transferred 1,292,729 Common Units to an entity indirectly controlled by Dr. Ghaffarian, which in turn distributed them pursuant to pre-existing arrangements under a management equity plan for employees of IBX, LLC, a company wholly-owned by Dr. Ghaffarian that serves as the innovation and investment firm for his businesses. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
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.
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