Security

Type

Security

Class

Title

Fee

Calculation

or Carry

Forward

Rule

Amount

Registered

Proposed 

Maximum 

Offering 

Price Per 

Unit 

Maximum

Aggregate

Offering

Price

Fee 

Rate 

Amount of

Registration

Fee

Carry 

Forward 

Form 

Type 

Carry 

Forward 

File 

Number 

Carry

Forward

Initial

effective

date

Filing Fee

Previously

Paid In

Connection

with Unsold

Securities to

be Carried

Forward

Fees to Be Paid

On April 3, 2024, the Registration Statement on Form S-3 (the “S-3 Registration Statement”) filed by Intuitive Machines, Inc. (the “Registrant”) became effective, which registered an indeterminate number of shares of Class A Common Stock as may be sold from time to time by the Registrant. The Registrant sold $100,000,000 of such shares pursuant to a Controlled Equity Offering as described in the prospectus filed April 5, 2024.

Amount of Securities

Previously Registered

Maximum Aggregate

Offering Price of Securities

Previously Registered

Form

Type

File

Number

Initial Effective

Date

Class A Common

Stock, par

value $0.0001 per share

Represents the sum of (a) an aggregate of 11,460,416 shares of Class A Common Stock, issued in connection with the Transactions (as defined in the prospectus forming part of the S-3 Registration Statement) by us to the selling securityholders named in this prospectus (each, a “selling securityholder” and, collectively, the “selling securityholders”), (b) up to 72,499,922 shares of Class A Common Stock in exchange for 72,499,922 common units of Intuitive Machines, LLC (including Intuitive Machines OpCo Common Units that may be issued in the future pursuant to the future exercise of currently-outstanding options to purchase such Intuitive Machines OpCo Common Units), (c) up to 2,390,762 shares of Class A Common Stock issuable upon the conversion of 26,000 shares of Series A Preferred Stock (as defined in the prospectus) originally issued to the Series A Investors (as defined in the prospectus), (d) up to 541,667 shares of Class A Common Stock issuable upon the exercise of the Preferred Investor Warrants (as defined in the prospectus), (e) 6,845,000 shares of Class A Common Stock underlying the Private Placement Warrants (as defined in the prospectus) and (f) 1,450,000 shares of Class A Common Stock underlying the Public Warrants (as defined in the prospectus).

Estimated solely for the purpose of calculating as the registration fee pursuant to Rule 457(c) promulgated under Securities Act based on the average of the high and low sales prices of shares of the registrant’s Class A Common Stock on The Nasdaq Stock Market LLC on June 15, 2023 (such date being within five business days prior to the date that the First Prior Registration Statement (as defined below) was filed with the Securities and Exchange Commission (the “SEC”)).

No registration fee was payable in connection with the offer and sale of these securities by the selling securityholders pursuant to the S-3 Registration Statement because such transactions were previously registered on a Registration Statement on Form S-1 (File No. 333-271014) originally filed with the SEC on June 5, 2023, as most recently amended by Amendment No. 3 to Form S-1, filed on June 29, 2023, and declared effective on July 3, 2023 (as amended and/or supplemented, the “First Prior Registration Statement”) and such securities were transferred from the First Prior Registration Statement pursuant to Rule 429 under the Securities Act. See “Statement Pursuant to Rule 429” in the S-3 Registration Statement.