United States securities and exchange commission logo





                              August 3, 2023

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

                                                        Re: Sidus Space Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed July 26, 2023
                                                            File No. 333-273430

       Dear Carol Craig:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-3 filed July 26, 2023

       Cover page

   1.                                                   It appears that you are
relying on General Instruction I.B.6. of Form S-3 to conduct this
                                                        offering. Please
include the calculation of the aggregate market value of the your
                                                        outstanding voting and
nonvoting common equity pursuant to General Instruction I.B.6.
                                                        and highlight that
sales under this prospectus will be limited to no more than one-third of
                                                        the aggregate market
value of the voting and non-voting common equity held by non-
                                                        affiliates. See
Instruction 7 to General Instructions of Form S-3.
 Carol Craig
FirstName
Sidus SpaceLastNameCarol Craig
            Inc.
Comapany
August     NameSidus Space Inc.
       3, 2023
August
Page 2 3, 2023 Page 2
FirstName LastName
Risk Factors
We are currently listed on The Nasdaq Capital Market, page 37

2.       We note your statement that you "may not be able to continue to meet
the exchange   s
         minimum listing requirements or those of any other national exchange."
We also note that
         you received notice from Nasdaq on March 14, 2023, indicating that you
are not in
         compliance with the $1.00 minimum bid price requirement for continued
listing on the
         Nasdaq Capital Market. Please include a recent development section in
your prospectus
         summary to disclose the Nasdaq notification letter and the impact on
you if you are unable
         to regain compliance. Additionally, please amend your risk factor to
discuss this notice
         and related material risks.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or
Mitchell Austin, Staff
Attorney, at (202) 551-3574 with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology
cc:      Sean Reid