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Correspondence 0001104659-23-125498 from MultiSensor AI Holdings, Inc. (MSAI)

MultiSensor AI Holdings, Inc.
Date: Dec. 12, 2023 · CIK: 0001863990 · Accession: 0001104659-23-125498

AI Filing Summary & Sentiment

File numbers found in text: 333-275521

Referenced dates: December 4, 2023

Date
November 13, 2023
Author
Ralph V. De Martino
Form
CORRESP
Company
MultiSensor AI Holdings, Inc.

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

December 12,

Division of Corporation Finance Office of Industrial Applications and Services

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

Attention: Juan Grana

Lauren Nguyen

Re: SportsMap Tech Acquisition Corp.

Registration Statement on Form S-1

Filed November 13, 2023

File No. 333-275521

To Whom It May Concern:

The undersigned serves as counsel to SportsMap Tech Acquisition Corporation (“SportsMap” or the “Company”). On behalf SportsMap, we are hereby responding to the letter dated December 4, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Registration Statement on Form S-1, filed on November 13, 2023 (the “Registration Statement”). For the convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and SportsMap’s response follows each comment.

Registration Statement on Form S-1 filed November 13,

Explanatory Note, page i

1. You refer to the resale of 7,971,341 shares (the “New ICI Shares”) of Common Stock to be issued in the Business Combination by "certain registered holders named in the accompanying prospectus." Revise to define the term "registered holder" after the term is first used and clarify whether you are referring to the list of registered holders on page 103.

RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure in the Explanatory Note accordingly.

Cover Page, page ii

2. We note the disclosure that you may receive up to an aggregate of approximately $105.0 million from the cash exercise of the Warrants and that if the trading price of your Common Stock continues to be less than $11.50 per share, you do not expect holders to exercise their Warrants. Expand your disclosure to disclose whether the company is in fact likely to have to seek additional capital and discuss the effect of this offering on the company’s ability to raise additional capital.

RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on the cover page accordingly.

December 12, 2023

Page 2

3. Please revise to describe the holders of the New ICI Shares.

RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on the cover page accordingly.

Risk Factors, page 7

4. We note your disclosures regarding your recent net losses. Please update your disclosures for the quarter ended September 30, 2023.

RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 9 accordingly.

Sales of a substantial number of our securities in the public market by the registered holders or by our other existing securityholders..., page 37

5. We note your disclosure highlighting the negative pressure potential sales of securities pursuant to this registration statement could have on the public trading price of the common stock and warrants. We also note your disclosure that even though the current trading price is at or below the SPAC IPO price, the private investors will still profit on sales because of their lower purchase price. Please revise your disclosure to clarify that this may incentivize these private investors to sell their securities.

RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 42 accordingly.

6. Please expand your disclosure to highlight the fact that a number of beneficial owners of more than 5% will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use. In providing this disclosure, disclose the current approximate percentage of securities being registered for resale out of the total number of securities outstanding and include the number of beneficial owners of more than 5% of your shares that are participating in the offering.

RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 42 accordingly.

The future exercise of registration rights may adversely affect the market price of our Common Stock upon consummation..., page 38

7. When available, please revise to update the disclosure in this risk factor and all related disclosures in this registration statement upon the conclusion of the special shareholder meeting.

RESPONSE: We acknowledge the Staff’s comment and have revised the disclosure on page 42 and all related disclosures accordingly.

General

8. Please update your disclosures to include the financial statements for the interim period ended September 30, 2023 and all related disclosures.

RESPONSE: We acknowledge the Staff’s comment and have included the financial statements for the interim period ended September 30, 2023 and have updated all related disclosures accordingly.

* * * * *

December 12, 2023

Page 3

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 Registration Statement.

Respectfully submitted,
Ralph V. De Martino

Show Raw Text
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

December 12,
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:
    Juan Grana

    Lauren Nguyen

Re: SportsMap Tech Acquisition Corp.

Registration Statement on Form S-1

Filed November 13, 2023

File No. 333-275521

To Whom It May Concern:

The undersigned serves as counsel to SportsMap
Tech Acquisition Corporation (“SportsMap” or the “Company”). On behalf SportsMap, we are hereby
responding to the letter dated December 4, 2023 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Registration Statement on Form S-1, filed on November 13, 2023 (the “Registration Statement”). For the convenience
of the Staff, the comments included in the Comment Letter are posted below (in bold) and SportsMap’s response follows each comment.

Registration Statement on Form S-1 filed November 13,
2023

Explanatory Note, page i

 1. You refer to the resale of 7,971,341 shares (the “New
                                            ICI Shares”) of Common Stock to be issued in the Business Combination by "certain
                                            registered holders named in the accompanying prospectus." Revise to define the term
                                            "registered holder" after the term is first used and clarify whether you are referring
                                            to the list of registered holders on page 103.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure in the Explanatory Note accordingly.

Cover Page, page ii

 2. We note the disclosure that you may receive up to an aggregate
                                            of approximately $105.0 million from the cash exercise of the Warrants and that if the trading
                                            price of your Common Stock continues to be less than $11.50 per share, you do not expect
                                            holders to exercise their Warrants. Expand your disclosure to disclose whether the company
                                            is in fact likely to have to seek additional capital and discuss the effect of this offering
                                            on the company’s ability to raise additional capital.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on the cover page accordingly.

  December 12, 2023

 Page 2

 3. Please revise to describe the holders of the New ICI Shares.

RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure on the cover page accordingly.

Risk Factors, page 7

 4. We note your disclosures regarding your recent net losses. Please
                                            update your disclosures for the quarter ended September 30, 2023.

RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure on page 9 accordingly.

Sales of a substantial number of our securities in the public
market by the registered holders or by our other existing securityholders..., page 37

 5. We note your disclosure highlighting the negative pressure potential
                                            sales of securities pursuant to this registration statement could have on the public trading
                                            price of the common stock and warrants. We also note your disclosure that even though the
                                            current trading price is at or below the SPAC IPO price, the private investors will still
                                            profit on sales because of their lower purchase price. Please revise your disclosure to clarify
                                            that this may incentivize these private investors to sell their securities.

RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure on page 42 accordingly.

 6. Please expand your disclosure to highlight the fact that a number
                                            of beneficial owners of more than 5% will be able to sell all of their shares for so long
                                            as the registration statement of which this prospectus forms a part is available for use.
                                            In providing this disclosure, disclose the current approximate percentage of securities being
                                            registered for resale out of the total number of securities outstanding and include the number
                                            of beneficial owners of more than 5% of your shares that are participating in the offering.

RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure on page 42 accordingly.

The future exercise of registration rights may adversely affect
the market price of our Common Stock upon consummation..., page 38

 7. When available, please revise to update the disclosure in this
                                            risk factor and all related disclosures in this registration statement upon the conclusion
                                            of the special shareholder meeting.

RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure on page 42 and all related disclosures accordingly.

General

 8. Please update your disclosures to include the financial statements
                                            for the interim period ended September 30, 2023 and all related disclosures.

RESPONSE: We
acknowledge the Staff’s comment and have included the financial statements for the interim period ended September 30, 2023
and have updated all related disclosures accordingly.

* * * * *

  December 12, 2023

 Page 3

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 Registration Statement.

Respectfully submitted,

Ralph V. De Martino

RVD/mc

cc: David Gow