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United States securities and exchange commission logo





                            December 7, 2021

       Carol Craig
       Chief Executive Officer
       Sidus Space, Inc.
       150 N. Sykes Creek Parkway, Suite 200
       Merritt Island, FL 32953

                                                        Re: Sidus Space, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed December 3,
2021
                                                            File No. 333-261288

       Dear Ms. Craig:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
December 2, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Dilution, page 38

   1.                                                   Please revise your pro
forma, as adjusted, net tangible book value and book value per
                                                        share calculations to
give effect to the $1 million post balance sheet assumption of debt
                                                        from CTC. In this
regard, it appears that such amounts should be $10.8 million and $0.67,
                                                        respectively and
dilution per investor should be $4.33.
 Carol Craig
FirstName  LastNameCarol Craig
Sidus Space, Inc.
Comapany7,
December   NameSidus
             2021     Space, Inc.
December
Page 2    7, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 43

2.       We note your disclosure regarding the Loan Assignment and Revenue Loan
and Security
         Agreements. Please revise to further describe the material terms of
these agreements,
         such as the maturity dates, interest rates, monthly payment formulas,
financial covenants
         and assets covered by the security agreement. Additionally, please
revise to explain why
         the company chose to assume the loan from Craig Technical Consulting.
Lastly, we note
         that you have granted a security interest to Decathlon in certain
assets described
         in Schedule 11.2 to the Revenue Loan and Security Agreement. Please
refile this
         agreement to include this schedule and any other material schedules or
similar
         attachments.

Unaudited Consolidated Balance Sheets, page F-15

3.       As previously requested, please revise your interim period balance
sheet to indicate that
         10.0 million shares of Class B common stock are issued and outstanding
at both
         September 30, 2021 and December 31, 2020.
        You may contact Megan Akst, Senior Staff Accountant, at 202-551-3407 or
Kathleen
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Kyle Wiley,
Staff Attorney, at
202-344-5791 or Mitchell Austin, Staff Attorney, at 202-551-3547 with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Technology
cc:      Jeff Fessler
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