SEC Comment Letter 0000000000-23-002831 to Industrial Tech Acquisitions II, Inc. (CIK 0001841586)
Industrial Tech Acquisitions II, Inc. (CIK 0001841586)
Date: March 21, 2023 · CIK: 0001841586 · Accession: 0000000000-23-002831
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo March 21, 2023 E. Scott Crist Chief Executive Officer Industrial Tech Acquisitions II, Inc. 5090 Richmond Ave., Suite 319 Houston, Texas 77056 Re:Industrial Tech Acquisitions II, Inc. Preliminary Proxy Statement on Schedule 14A Filed March 10, 2023 File No. 00141213 Dear E. Scott Crist: We have conducted a targeted review of your filing and have the following comment. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to our comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed March 10, 2023 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. If so, please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. 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 LastNameE. Scott Crist Comapany NameIndustrial Tech Acquisitions II, Inc. March 21, 2023 Page 2 FirstName LastName E. Scott Crist Industrial Tech Acquisitions II, Inc. March 21, 2023 Page 2 action by the staff. Please contact Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Richard Anslow, Esq.
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United States securities and exchange commission logo
March 21, 2023
E. Scott Crist
Chief Executive Officer
Industrial Tech Acquisitions II, Inc.
5090 Richmond Ave., Suite 319
Houston, Texas 77056
Re:Industrial Tech Acquisitions II, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 10, 2023
File No. 00141213
Dear E. Scott Crist:
We have conducted a targeted review of your filing and have the following
comment. Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response. After
reviewing your response to our comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed March 10, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. If so, please revise
your filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
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 LastNameE. Scott Crist
Comapany NameIndustrial Tech Acquisitions II, Inc.
March 21, 2023 Page 2
FirstName LastName
E. Scott Crist
Industrial Tech Acquisitions II, Inc.
March 21, 2023
Page 2
action by the staff. Please contact Abby Adams at (202) 551-6902 or Celeste Murphy at (202)
551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Richard Anslow, Esq.