Correspondence 0001493152-25-004763 from Odysight.ai Inc. (ODYS)
Odysight.ai Inc.
Date: Feb. 4, 2025 · CIK: 0001577445 · Accession: 0001493152-25-004763
AI Filing Summary & Sentiment
File numbers found in text: 333-283773
Show Raw Text
CORRESP
1
filename1.htm
February
4, 2025
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
DC 20549
Attention:
Nicholas O’Leary
Re:
Odysight.ai
Inc.
Registration
Statement on Form S-1
Filed
December 12, 2024
File
No. 333-283773
Dear
Mr. O’Leary:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as
representative of the underwriters of the proposed initial public offering of securities of Odysight.ai Inc. (the “Company”),
hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time, on Tuesday, February 4, 2025, or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities
and Exchange Commission.
Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.
[Remainder
of Page Intentionally Left Blank]
Very
truly yours,
The
Benchmark Company, LLC
By:
/s/
Michael S. Jacobs
Name:
Michael
S. Jacobs
Title:
Head
of Equity Capital Markets
cc:
Yehu
Ofer, Odysight.ai Inc.
Richard
A. Friedman, Sheppard, Mullin, Richter & Hampton LLP
Gary
Emmanuel, Greenberg Traurig, P.A.