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Correspondence 0001493152-25-005133 from Odysight.ai Inc. (ODYS)

Odysight.ai Inc.
Date: Feb. 6, 2025 · CIK: 0001577445 · Accession: 0001493152-25-005133

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File numbers found in text: 333-283773

Date
December 12, 2024
Author
Benchmark Company, LLC
Form
CORRESP
Company
Odysight.ai Inc.

Letter

VIA EDGAR Division of Corporation Finance Attention: Nicholas O’Leary Registration Statement on Form S-1 Filed December 12, 2024 File No. 333-283773

Re: Odysight.ai Inc.

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 Monday, February 10, 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

Show Raw Text
CORRESP
1
filename1.htm

February
6, 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 Monday, February 10, 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.