Correspondence 0001104659-24-074395 from MultiSensor AI Holdings, Inc. (MSAI)
MultiSensor AI Holdings, Inc.
Date: June 24, 2024 · CIK: 0001863990 · Accession: 0001104659-24-074395
AI Filing Summary & Sentiment
File numbers found in text: 333-280016
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CORRESP
1
filename1.htm
June 24, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549
Re:
MultiSensor AI Holdings, Inc.
Registration Statement
on Form S-1
File No. 333-280016
Acceleration Request
Requested Date:
June 26, 2024
Requested Time:
5:00 PM, Eastern Time
Ladies and Gentlemen:
In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners, LLC,
acting as the representative of the several underwriters, hereby joins MultiSensor AI Holdings, Inc., a Delaware corporation (the
“Company”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-280016) (as amended, the “Registration
Statement”) to become effective on June 26, 2024, at 5:00 PM, Eastern Time,
or as soon thereafter as possible.
Pursuant
to Rule 460 under the Act, please be advised that the underwriters have distributed approximately 600 copies of the Company’s
preliminary prospectus dated June 6, 2024, as amended, through the date hereof, to underwriters, dealers, institutions and others,
prior to the requested effective time of the Registration Statement.
We,
as the representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters
that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to
the extent applicable.
[Signature
Page Follows]
Very truly yours,
roth capital partners, LLC
As the representative of the several underwriters listed in Schedule I to the Underwriting Agreement
roth capital partners, LLC
By:
/s/ Aaron M. Gurewitz
Name:
Aaron M. Gurewitz
Title:
President & Head of Investment Banking
cc:
MultiSensor AI Holdings, Inc.
Peter Baird, Chief Financial Officer
Stradling Yocca Carlson & Rauth LLP
Ryan C. Wilkins
Amanda P. McFall
ArentFox Schiff LLP
Ralph V. De Martino
Cody Boender
Signature
Page to Underwriter Acceleration Request