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SEC Comment Letter 0000000000-24-007273 to Interactive Strength, Inc. (TRNR)

Interactive Strength, Inc.
Date: June 27, 2024 · CIK: 0001785056 · Accession: 0000000000-24-007273

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File numbers found in text: 333-280410

Date
June 27, 2024
Author
Trent Ward
Form
UPLOAD
Company
Interactive Strength, Inc.

Letter

United States securities and exchange commission logo June 27, 2024 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 June 27, 2024 File No. 333-280410 Dear Trent Ward: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 filed June 27, 2024 Exhibits 1.We note you have entered into an engagement agreement with H.C. Wainwright & Co., LLC. Please file the placement agent agreement as an exhibit in a pre-effective amendment. Refer to Item 601(b)(1) of Regulation S-K.

FirstName LastNameTrent Ward Comapany NameInteractive Strength, Inc. June 27, 2024 Page 2 FirstName LastName Trent Ward Interactive Strength, Inc. June 27, 2024 Page 2 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 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. Please contact Patrick Fullem at 202-551-8337 or Erin Purnell at 202-551-3454 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Steven A. Lipstein, Esq.

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United States securities and exchange commission logo
June 27, 2024
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 June 27, 2024
File No. 333-280410
Dear Trent Ward:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed June 27, 2024
Exhibits
1.We note you have entered into an engagement agreement with H.C. Wainwright & Co.,
LLC. Please file the placement agent agreement as an exhibit in a pre-effective
amendment. Refer to Item 601(b)(1) of Regulation S-K.

 FirstName LastNameTrent Ward
 Comapany NameInteractive Strength, Inc.
 June 27, 2024 Page 2
 FirstName LastName
Trent Ward
Interactive Strength, Inc.
June 27, 2024
Page 2
            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
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.
            Please contact Patrick Fullem at 202-551-8337 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven A. Lipstein, Esq.