Correspondence 0001104659-23-114828 from MultiSensor AI Holdings, Inc. (MSAI)
MultiSensor AI Holdings, Inc.
Date: Nov. 6, 2023 · CIK: 0001863990 · Accession: 0001104659-23-114828
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40916
Letter
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
202.857.6000 main
202.857.6395 fax
afslaw.com
Ralph De Martino
Partner
(202) 724-6848 direct
ralph.demartino@afslaw.com
November 6, 2023
Division of Corporation Finance
Office of Industrial Applications and Services
United States Securities and Exchange Commission
100 F St NE
Washington, DC 20549
Attention: Jane Park
Katherine Bagley
Re: SportsMap Tech Acquisition Corp.
Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A
Filed October 26, 2023
File No. 001-40916
To Whom It May Concern:
The undersigned serves as counsel to SportsMap Tech Acquisition Corporation (“SportsMap” or the “Company”). On behalf of SportsMap, we are writing to submit the Company’s response to the comments from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth during a telephone discussion between the Staff and my colleague, Cody Boender, on November 3, 2023, relating to the Company’s Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) filed via EDGAR on October 26, 2023. Contemporaneous with the submission of this correspondence, the Company filed its Amendment No. 6 (the “Amendment”) to the Proxy Statement on Schedule 14A.
In response to the Staff’s comment, we have revised the disclosure in the Amendment as follows:
· We have revised the disclosure on page 133 to remove the assumption of a private placement financing of $10 million.
· We have revised the disclosure on pages 133 to 134 to indicate that the assumption of a $10 million private placement was included in prior investor presentations, but has been removed from the Proxy Statement to reflect the current status of the Company’s fundraising.
· We have revised the disclosure on pages 37, 51, 52 and 74 to describe risks that would result if the Company is unable to secure additional financing in connection with the business combination.
· We have revised the disclosure on page 74 to describe risks related to the difference in the valuation of the post-closing company and the valuation presented to the Company’s board of directors in recommending the business combination to the stockholders.
* * * * *
November 6, 2023
Page 2
If you have any comments or questions please feel free to address them to the undersigned. You can reach me at my office at 202-724-6848, on my mobile telephone number at 202-415-8300, and via email at ralph.demartino@afslaw.com.
Thank you in advance for your prompt attention to this Correspondence and to the Company’s Preliminary Proxy Statement.
Respectfully submitted,
Ralph V. De Martino
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CORRESP
1
filename1.htm
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
202.857.6000 main
202.857.6395 fax
afslaw.com
Ralph De Martino
Partner
(202)
724-6848 direct
ralph.demartino@afslaw.com
November 6, 2023
Division of Corporation Finance
Office of Industrial Applications and Services
United States Securities and Exchange
Commission
100 F St NE
Washington, DC 20549
Attention:
Jane Park
Katherine Bagley
Re: SportsMap Tech Acquisition
Corp.
Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A
Filed October 26, 2023
File No. 001-40916
To Whom It May Concern:
The undersigned serves as counsel to
SportsMap Tech Acquisition Corporation (“SportsMap” or the “Company”). On behalf of SportsMap,
we are writing to submit the Company’s response to the comments from the staff (the “Staff”) of the
Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set
forth during a telephone discussion between the Staff and my colleague, Cody Boender, on November 3, 2023, relating to the
Company’s Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) filed via
EDGAR on October 26, 2023. Contemporaneous with the submission of this correspondence, the Company filed its Amendment No. 6 (the
“Amendment”) to the Proxy Statement on Schedule 14A.
In response to the Staff’s comment, we
have revised the disclosure in the Amendment as follows:
· We
have revised the disclosure on page 133 to remove the assumption of a private placement financing
of $10 million.
· We
have revised the disclosure on pages 133 to 134 to indicate that the assumption of a $10
million private placement was included in prior investor presentations, but has been removed
from the Proxy Statement to reflect the current status of the Company’s fundraising.
· We
have revised the disclosure on pages 37, 51, 52 and 74 to describe risks that would result if
the Company is unable to secure additional financing in connection with the business combination.
· We
have revised the disclosure on page 74 to describe risks related to the difference in the
valuation of the post-closing company and the valuation presented to the Company’s
board of directors in recommending the business combination to the stockholders.
* * * * *
November 6, 2023
Page 2
If you have any comments or questions please
feel free to address them to the undersigned. You can reach me at my office at 202-724-6848, on my mobile telephone number at 202-415-8300,
and via email at ralph.demartino@afslaw.com.
Thank you in advance for your prompt attention
to this Correspondence and to the Company’s Preliminary Proxy Statement.
Respectfully submitted,
Ralph V. De Martino
RVD/mc
cc: David Gow