SEC Comment Letter 0000000000-23-008444 to Drilling Tools International Corp (DTI) (CIK 0001884516) (DTI)
Drilling Tools International Corp (DTI) (CIK 0001884516)
Date: Aug. 4, 2023 · CIK: 0001884516 · Accession: 0000000000-23-008444
AI Filing Summary & Sentiment
File numbers found in text: 333-273348
Letter
United States securities and exchange commission logo August 4, 2023 R. Wayne Prejean Chief Executive Officer Drilling Tools International Corporation 3701 Briarpark Drive, Suite 150 Houston, Texas 77042 Re:Drilling Tools International Corporation Registration Statement on Form S-1 Filed July 20, 2023 File No. 333-273348 Dear R. Wayne Prejean: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 Filed July 20, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Company Overview, page 57 1.In light of the significant number of redemptions, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. To provide context, disclose the percentage of redemptions, the remaining amount in the trust account after redemptions and the aggregate expenses from the business combination transaction. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.
FirstName LastNameR. Wayne Prejean Comapany NameDrilling Tools International Corporation August 4, 2023 Page 2 FirstName LastName R. Wayne Prejean Drilling Tools International Corporation August 4, 2023 Page 2 2.Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that HHEP-Directional, L.P., a beneficial owner of over 53.5% of your outstanding shares, will be able to sell all of its shares for so long as the registration statement of which this prospectus forms a part is available for use. 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 action by the staff. Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Will Anderson
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United States securities and exchange commission logo
August 4, 2023
R. Wayne Prejean
Chief Executive Officer
Drilling Tools International Corporation
3701 Briarpark Drive, Suite 150
Houston, Texas 77042
Re:Drilling Tools International Corporation
Registration Statement on Form S-1
Filed July 20, 2023
File No. 333-273348
Dear R. Wayne Prejean:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed July 20, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 57
1.In light of the significant number of redemptions, expand your discussion of capital
resources to address any changes in the company’s liquidity position since the business
combination. To provide context, disclose the percentage of redemptions, the remaining
amount in the trust account after redemptions and the aggregate expenses from the
business combination transaction. If the company is likely to have to seek additional
capital, discuss the effect of this offering on the company’s ability to raise additional
capital.
FirstName LastNameR. Wayne Prejean
Comapany NameDrilling Tools International Corporation
August 4, 2023 Page 2
FirstName LastName
R. Wayne Prejean
Drilling Tools International Corporation
August 4, 2023
Page 2
2.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that HHEP-Directional, L.P., a beneficial owner of over 53.5% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
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
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Will Anderson