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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001963529 XXXXXXXX LIVE 8 Class A Common Stock 03/31/2025 false 0001844452 46125A100 Intuitive Machines, Inc. 13467 Columbia Shuttle Street Houston TX 77059 Kamal Seyed Ghaffarian (301) 486-3150 5937 Sunnyslope Drive Naples FL 34119 0001963529 N Kamal Seyed Ghaffarian OO N X1 67434.00 39990800.00 67434.00 39990800.00 40058234.00 N 26.3 IN 0001965259 N Ghaffarian Enterprises, LLC OO N MD 0.00 37500599.00 0.00 37500599.00 37500599.00 N 25.0 OO 0001965283 N Intuitive Machines KG Parent, LLC OO N DE 0.00 249080.00 0.00 249080.00 249080.00 N 0.2 OO 0001965320 N GM Enterprises, LLC OO N DE 0.00 2241121.00 0.00 2241121.00 2241121.00 N 1.9 OO Class A Common Stock Intuitive Machines, Inc. 13467 Columbia Shuttle Street Houston TX 77059 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 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% 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. 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. None. Not applicable. Kamal Seyed Ghaffarian /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian 04/02/2025 Ghaffarian Enterprises, LLC /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian, Trustee of the Sole Member 04/02/2025 Intuitive Machines KG Parent, LLC /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian, Trustee of the Sole Managing Member 04/02/2025 GM Enterprises, LLC /s/ Kamal Seyed Ghaffarian Kamal Seyed Ghaffarian, Trustee of the Sole Managing Member 04/02/2025