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Correspondence 0001104659-23-127121 from MultiSensor AI Holdings, Inc. (MSAI)

MultiSensor AI Holdings, Inc.
Date: Dec. 19, 2023 · CIK: 0001863990 · Accession: 0001104659-23-127121

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File numbers found in text: 333-275521

Referenced dates: December 18, 2023

Date
December 19, 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 19, 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.

Amendment No. 1 to Registration Statement on Form S-1

Filed December 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 18, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Amendment No. 1 to the Registration Statement on Form S-1, filed on December 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.

December 19, 2023

Page 2

Amendment No. 1 to Registration Statement on Form S-1 filed December 13, 2023

Risk Factors

Sales of a substantial number of our securities in the public market by the registered holders or by our other existing securityholders…, page 38

1. We note your revised disclosure in response to prior comment 6 and reissue the comment in part. Please expand your disclosure to highlight the current approximate percentage of securities being registered for resale out of the total number of securities outstanding.

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

* * * * *

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 19, 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.

Amendment No. 1 to Registration Statement on Form S-1

Filed December 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 18, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and
Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Amendment No. 1
to the Registration Statement on Form S-1, filed on December 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.

December 19, 2023

Page 2

Amendment No. 1 to Registration Statement on Form S-1
filed December 13, 2023

Risk Factors

Sales of a substantial number of our securities in the public
market by the registered holders or by our other existing securityholders…, page 38

 1. We note your revised disclosure in response to prior comment 6 and reissue the comment in part. Please expand your disclosure to
highlight the current approximate percentage of securities being registered for resale out of the total number of securities outstanding.

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

* * * * *

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