SEC Comment Letter 0000000000-23-003593 to Interactive Strength, Inc. (TRNR)
Interactive Strength, Inc.
Date: April 11, 2023 · CIK: 0001785056 · Accession: 0000000000-23-003593
AI Filing Summary & Sentiment
File numbers found in text: 333-269246
Letter
United States securities and exchange commission logo April 11, 2023 Trent Ward Chief Executive Officer Interactive Strength, Inc. 1005 Congress Avenue, Suite 925 Austin, TX 78701 Re:Interactive Strength, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed March 29, 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. Amendment No. 3 to Registration Statement on Form S-1 filed March 29, 2023 Use of Proceeds, page 89 1.We note your disclosure that you expect to use a portion of the net proceeds to repay amounts outstanding under senior secured notes. Please revise to disclose in this section the amount of proceeds that you intend to use for repayment of debt. Also, disclose the interest rates and maturity dates of the debt. To the extent the debt was incurred within one year, describe the use of proceeds of such indebtedness. Refer to Instruction 4 to Item 504 of Regulation S-K. Report of Independent Registered Public Accounting Firm, page F-2 2.We note that the audit report dated March 29, 2023 is unsigned. Please provide a signed audit report as required by Rule 2-02(a) of Regulation S-X.
FirstName LastNameTrent Ward Comapany NameInteractive Strength, Inc. April 11, 2023 Page 2 FirstName LastName Trent Ward Interactive Strength, Inc. April 11, 2023 Page 2 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
April 11, 2023
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
Re:Interactive Strength, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed March 29, 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.
Amendment No. 3 to Registration Statement on Form S-1 filed March 29, 2023
Use of Proceeds, page 89
1.We note your disclosure that you expect to use a portion of the net proceeds to repay
amounts outstanding under senior secured notes. Please revise to disclose in this section
the amount of proceeds that you intend to use for repayment of debt. Also, disclose the
interest rates and maturity dates of the debt. To the extent the debt was incurred within
one year, describe the use of proceeds of such indebtedness. Refer to Instruction 4 to Item
504 of Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-2
2.We note that the audit report dated March 29, 2023 is unsigned. Please provide a signed
audit report as required by Rule 2-02(a) of Regulation S-X.
FirstName LastNameTrent Ward
Comapany NameInteractive Strength, Inc.
April 11, 2023 Page 2
FirstName LastName
Trent Ward
Interactive Strength, Inc.
April 11, 2023
Page 2
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