Correspondence 0001213900-23-081632 from NYIAX, INC. (CIK 0001679379)
NYIAX, INC. (CIK 0001679379)
Date: Oct. 30, 2023 · CIK: 0001679379 · Accession: 0001213900-23-081632
AI Filing Summary & Sentiment
File numbers found in text: 333-273464
Referenced dates: October 20, 2023
Letter
NYIAX, Inc.
Maiden Lane, 11th Floor
New York, NY 10005
VIA EDGAR
October 30,
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Re: NYIAX, INC.
Amendment No. 3 to Registration Statement on Form S-1
Filed October 12, 2023
File No. 333-273464
Ladies and Gentlemen:
NYIAX, Inc. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s submission of its Amendment No. 3 to Registration Statement on Form S-1 on October 12, 2023 as set forth in the Staff’s letter dated October 20, 2023 (the “Comment Letter”). Concurrently with filing of this letter, the Company is filing an Amendment No. 4 to Registration Statement on Form S-1 (the “Amended Registration Statement”), which includes changes to reflect responses to the Staff’s comments.
For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.
Amendment No. 3 to Registration Statement on Form S-1
General
1. We note that your underwriter, Spartan Capital, terminated its engagement with you. Please revise to provide a materially complete discussion regarding the circumstances leading to the termination and, if applicable, disclose any risks related to the termination.
Response: We respectfully advise the Staff that we have revised the risk factor beginning on page 8 of the Amended Registration Statement to disclose that we do not expect to incur any additional expenses in connection with the termination by Spartan Capital, “There can be no guarantee that the Company will be successful in its Initial Public Offering.”
We thank the Staff for its review of the foregoing and the Amended Registration Statement. If you have further comments, please feel free to contact our counsel, Mitchell L. Lampert, Esq., Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559, or Anna Wang, Esq. at awang@rc.com or 212-451-2942.
Sincerely,
/s/
Christopher Hogan
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filename1.htm
NYIAX,
Inc.
180
Maiden Lane, 11th Floor
New
York, NY 10005
VIA
EDGAR
October 30,
2023
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
Washington,
D.C. 20549
Re:
NYIAX,
INC.
Amendment
No. 3 to Registration Statement on Form S-1
Filed
October 12, 2023
File
No. 333-273464
Ladies
and Gentlemen:
NYIAX,
Inc. (the “Company,” “we,” “our” or “us”) hereby transmits
the Company’s response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) with respect to the Company’s submission of its Amendment
No. 3 to Registration Statement on Form S-1 on October 12, 2023 as set forth in the Staff’s letter dated October 20, 2023 (the
“Comment Letter”). Concurrently with filing of this letter, the Company is filing an Amendment No. 4 to Registration
Statement on Form S-1 (the “Amended Registration Statement”), which includes changes to reflect responses to the Staff’s
comments.
For
reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. All capitalized
terms used and not otherwise defined herein shall have the meanings set forth in the Amended Registration Statement.
Amendment
No. 3 to Registration Statement on Form S-1
General
1.
We note
that your underwriter, Spartan Capital, terminated its engagement with you. Please revise to provide a materially complete discussion
regarding the circumstances leading to the termination and, if applicable, disclose any risks related to the termination.
Response:
We respectfully advise the Staff that we have revised the risk factor beginning on page 8 of the Amended Registration Statement
to disclose that we do not expect to incur any additional expenses in connection with the termination by Spartan Capital, “There
can be no guarantee that the Company will be successful in its Initial Public Offering.”
We
thank the Staff for its review of the foregoing and the Amended Registration Statement. If you have further comments, please feel free
to contact our counsel, Mitchell L. Lampert, Esq., Robinson & Cole LLP, at mlampert@rc.com or by telephone at 203-462-7559, or Anna
Wang, Esq. at awang@rc.com or 212-451-2942.
Sincerely,
/s/
Christopher Hogan
Christopher Hogan,
Interim Chief Executive Officer
cc:
Mitchell
L. Lampert, Esq.
Robinson
& Cole LLP