SEC Comment Letter 0000000000-23-000973 to Interactive Strength, Inc. (TRNR)
Interactive Strength, Inc.
Date: Jan. 30, 2023 · CIK: 0001785056 · Accession: 0000000000-23-000973
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269246
Letter
United States securities and exchange commission logo January 30, 2023 Trent Ward Chief Executive Officer Interactive Strength, Inc. 1005 Congress Avenue, Suite 925 Austin, TX 78701 Re:Interactive Strength, Inc. Registration Statement on Form S-1 Filed January 17, 2023 File No. 333-269246 Dear Trent Ward: We have reviewed your 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. Registration Statement on Form S-1 filed January 17, 2023 Our amended and restated certificate of incorporation and amended and restated bylaws, page 75 1.We note that your forum selection provision in your amended and restated certificate of incorporation and amended and restated bylaws identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” We note your disclosure that this provision does apply to actions arising under the Exchange Act. Please ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Exchange Act.
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
FirstName LastNameTrent Ward Comapany NameInteractive Strength, Inc. January 30, 2023 Page 2 FirstName LastName Trent Ward Interactive Strength, Inc. January 30, 2023 Page 2 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. You may contact Jeff Gordon at (202) 551-3866 or Andrew Blume at (202) 551-3254 if you have questions regarding comments on the financial statements and related matters. Please contact Patrick Fullem at (202) 551-8337 or Asia Timmons-Pierce at (202) 551-3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Davina K. Kaile
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United States securities and exchange commission logo
January 30, 2023
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
Re:Interactive Strength, Inc.
Registration Statement on Form S-1
Filed January 17, 2023
File No. 333-269246
Dear Trent Ward:
We have reviewed your 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.
Registration Statement on Form S-1 filed January 17, 2023
Our amended and restated certificate of incorporation and amended and restated bylaws, page 75
1.We note that your forum selection provision in your amended and restated certificate of
incorporation and amended and restated bylaws identifies the Court of Chancery of the
State of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” We note your disclosure that this provision does apply to actions arising under
the Exchange Act. Please ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Exchange Act.
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
FirstName LastNameTrent Ward
Comapany NameInteractive Strength, Inc.
January 30, 2023 Page 2
FirstName LastName
Trent Ward
Interactive Strength, Inc.
January 30, 2023
Page 2
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.
You may contact Jeff Gordon at (202) 551-3866 or Andrew Blume at (202) 551-3254 if
you have questions regarding comments on the financial statements and related matters. Please
contact Patrick Fullem at (202) 551-8337 or Asia Timmons-Pierce at (202) 551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Davina K. Kaile