SEC Comment Letter 0000000000-24-001420 to Amphitrite Digital Inc (CIK 0001933762)
Amphitrite Digital Inc (CIK 0001933762)
Date: Feb. 6, 2024 · CIK: 0001933762 · Accession: 0000000000-24-001420
AI Filing Summary & Sentiment
File numbers found in text: 333-275379
Letter
United States securities and exchange commission logo February 6, 2024 Hope Stawski President and Chief Executive Officer Amphitrite Digital Incorporated 6501 Red Hook Plaza, Suite 201-465 St. Thomas, Virgin Islands, U.S., 00802 Re:Amphitrite Digital Incorporated Amendment No. 2 to Registration Statement on Form S-1 Filed January 23, 2024 Amendment No. 3 to Registration Statement on Form S-1 Filed January 31, 2024 File No. 333-275379 Dear Hope Stawski: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amended Registration Statement on Form S-1 filed January 31, 2024 Exhibits Exhibit 5.1, page 1 1.Counsel states that its opinion "is limited in all respects to the federal laws of the United States of America, and no opinion is expressed with respect to the laws of any other jurisdiction...." Please obtain and file an opinion which also addresses the laws of the registrant's domicile / place of incorporation, the U.S. Virgin Islands. See Staff Legal Bulletin 19 ("SLB 19") at Section II.B.1.a. See also SLB 19 at Section II.B.3.b (counsel may not "carve out" the law of the relevant jurisdiction), and consider the applicability of footnotes 13 and 21 of SLB 19.
FirstName LastNameHope Stawski Comapany NameAmphitrite Digital Incorporated February 6, 2024 Page 2 FirstName LastName Hope Stawski Amphitrite Digital Incorporated February 6, 2024 Page 2 You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or Karl Hiller, Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Brenda Hamilton
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United States securities and exchange commission logo
February 6, 2024
Hope Stawski
President and Chief Executive Officer
Amphitrite Digital Incorporated
6501 Red Hook Plaza, Suite 201-465
St. Thomas, Virgin Islands, U.S., 00802
Re:Amphitrite Digital Incorporated
Amendment No. 2 to Registration Statement on Form S-1
Filed January 23, 2024
Amendment No. 3 to Registration Statement on Form S-1
Filed January 31, 2024
File No. 333-275379
Dear Hope Stawski:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amended Registration Statement on Form S-1 filed January 31, 2024
Exhibits
Exhibit 5.1, page 1
1.Counsel states that its opinion "is limited in all respects to the federal laws of the United
States of America, and no opinion is expressed with respect to the laws of any other
jurisdiction...." Please obtain and file an opinion which also addresses the laws of the
registrant's domicile / place of incorporation, the U.S. Virgin Islands. See Staff Legal
Bulletin 19 ("SLB 19") at Section II.B.1.a. See also SLB 19 at Section II.B.3.b (counsel
may not "carve out" the law of the relevant jurisdiction), and consider the applicability of
footnotes 13 and 21 of SLB 19.
FirstName LastNameHope Stawski
Comapany NameAmphitrite Digital Incorporated
February 6, 2024 Page 2
FirstName LastName
Hope Stawski
Amphitrite Digital Incorporated
February 6, 2024
Page 2
You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-Adviser,
at (202) 551-3844 or Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Brenda Hamilton