Ghaffarian Amends Intuitive Machines Stake Filing

TL;DR

Ghaffarian's stake in IMNS remains ~10%, no change in shares but filing updated.

AI Summary

Kamal Seyed Ghaffarian, through Ghaffarian Enterprises, LLC, GM Enterprises, LLC, and Intuitive Machines KG Parent, LLC, has amended their Schedule 13D filing for Intuitive Machines, Inc. The amendment, dated May 31, 2024, indicates a change in the reporting of beneficial ownership. Ghaffarian previously held 10,000,000 shares and now reports beneficial ownership of 10,000,000 shares, representing approximately 10.0% of the outstanding Class A Common Stock.

Why It Matters

This filing clarifies the beneficial ownership structure of a significant shareholder in Intuitive Machines, Inc., providing transparency for investors regarding control and potential influence.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous disclosure and does not report a new acquisition or sale of shares, indicating no immediate change in the shareholder's position.

Key Numbers

• 10.0% — Beneficial Ownership (Percentage of Class A Common Stock held by the reporting group.)
• 10,000,000 — Shares Owned (Total number of Class A Common Stock shares beneficially owned.)
• May 31, 2024 — Filing Date (The date of the event requiring this Schedule 13D amendment.)

Key Players & Entities

• Kamal Seyed Ghaffarian (person) — Reporting Person
• Ghaffarian Enterprises, LLC (company) — Filing Group Member
• GM Enterprises, LLC (company) — Filing Group Member
• Intuitive Machines KG Parent, LLC (company) — Filing Group Member
• Intuitive Machines, Inc. (company) — Subject Company
• 10,000,000 (dollar_amount) — Number of Shares Owned

FAQ

Key Financial Figures

• $0.0001 — to the Class A common stock, par value $0.0001 per share (the “Class A Common St
• $7,525,364.14 — saction, for aggregate consideration of $7,525,364.14 and $6,183,001.89, respectively. CUSIP
• $6,183,001 — gate consideration of $7,525,364.14 and $6,183,001.89, respectively. CUSIP No. 46125A100

Filing Documents

• ea0207337-13da1ghaff_intuit.htm (SC 13D/A) — 103KB
• 0001213900-24-049768.txt ( ) — 105KB

of the Schedule 13D is hereby amended and supplemented with

Item 4 of the Schedule 13D is hereby amended and supplemented with the following: Warrant Assignment On May 31, 2024, Ghaffarian Enterprises, LLC assigned 4,150,780 OpCo Series A Warrants and 4,150,780 OpCo Series B Warrants in a private transaction, for aggregate consideration of $7,525,364.14 and $6,183,001.89, respectively. CUSIP No. 46125A100 13D Page 6 of 7 pages Item 5. Interest in Securities of the Issuer.

(a) – (c) of the Schedule 13D is hereby amended and supplemented

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 51,800,599 50.8 % 67,434 51,733,165 67,434 51,733,165 Ghaffarian Enterprises, LLC 47,950,235 48.9 % 0 47,950,235 0 47,950,235 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) 48,181,559 Common Units, which may be redeemed for shares of Class A Common Stock on a one-to-one basis, of which 44,398,629 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 restricted stock units (“RSUs”) held by Dr. Ghaffarian, which ar

SIGNATURES

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 4, 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

View Full Filing

View this SC 13D/A filing on SEC EDGAR