SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

SEC Comment Letter 0000000000-23-001160 to Interactive Strength, Inc. (TRNR)

Interactive Strength, Inc.
Date: Feb. 3, 2023 · CIK: 0001785056 · Accession: 0000000000-23-001160

AI Filing Summary & Sentiment

File numbers found in text: 333-269246

Date
February 3, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Interactive Strength, Inc.

Letter

United States securities and exchange commission logo February 3, 2023 Trent Ward Chief Executive Officer Interactive Strength, Inc. 1005 Congress Avenue, Suite 925 Austin, TX 78701 Re:Interactive Strength, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 1, 2023 File No. 333-269246 Dear Trent Ward: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our January 30, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 filed February 1, 2023 Cover Page 1.Disclose whether your offering is contingent upon final approval of your NASDAQ listing on your cover page. Please ensure the disclosure is consistent with your underwriting agreement. Please also revise your alternate prospectus cover page to disclose whether your secondary offering is contingent upon final approval of your NASDAQ listing. 2.To the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise your cover page to indicate that the offering is not contingent on NASDAQ approval of your listing application and that if the shares are not approved for listing, you may experience difficulty selling your shares. Include risk factor disclosures to address the impact on liquidity and the value of shares.

FirstName LastNameTrent Ward Comapany NameInteractive Strength, Inc. February 3, 2023 Page 2 FirstName LastName Trent Ward Interactive Strength, Inc. February 3, 2023 Page 2 Risk Factors, page 18 3.We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock. 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

Show Raw Text
United States securities and exchange commission logo
February 3, 2023
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
Re:Interactive Strength, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 1, 2023
File No. 333-269246
Dear Trent Ward:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our January 30, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed February 1, 2023
Cover Page
1.Disclose whether your offering is contingent upon final approval of your NASDAQ listing
on your cover page.  Please ensure the disclosure is consistent with your underwriting
agreement.  Please also revise your alternate prospectus cover page to disclose whether
your secondary offering is contingent upon final approval of your NASDAQ listing.
2.To the extent you intend to proceed with your offering if your NASDAQ listing is denied,
revise your cover page to indicate that the offering is not contingent on NASDAQ
approval of your listing application and that if the shares are not approved for listing, you
may experience difficulty selling your shares.  Include risk factor disclosures to address
the impact on liquidity and the value of shares.

 FirstName LastNameTrent Ward
 Comapany NameInteractive Strength, Inc.
 February 3, 2023 Page 2
 FirstName LastName
Trent Ward
Interactive Strength, Inc.
February 3, 2023
Page 2
Risk Factors, page 18
3.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly.  Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
            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