Correspondence 0001493152-24-011643 from IMMRSIV Inc. (CIK 0001936574)
IMMRSIV Inc. (CIK 0001936574)
Date: March 28, 2024 · CIK: 0001936574 · Accession: 0001493152-24-011643
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File numbers found in text: 333-269055
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CORRESP
1
filename1.htm
VIA
EDGAR
March
28, 2024
Joseph
Kempf
Robert
Littlepage
Matthew
Crispino
Larry
Spirgel
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
U.S.A.
Re:
IMMRSIV
Inc. (CIK No. 0001936574)
Registration
Statement on Form F-1 (File No. 333-269055)
Request
for Acceleration of Effectiveness
Ladies
and Gentlemen:
In
accordance with Rule 461 (“Rule 461”) of the General Rules and Regulations under the Securities Act of 1933, as amended,
IMMRSIV Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form
F-1 (the “F-1 Registration Statement”) be accelerated to and that the F-1 Registration Statement become effective at 4:00
p.m., Eastern Time, on March 29, 2024, or as soon thereafter as practicable.
If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the F-1 Registration Statement in accordance with Rule
461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Sidley
Austin.
The
Company understands that Prime Number Capital LLC, the underwriter of the offering, has joined in this request in a separate letter filed
with the Securities and Exchange Commission (the “Commission”) today.
The
Company hereby acknowledges the following:
● should
the Commission or the staff of the Commission (the “Staff”), acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;
● the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
● the
Company may not assert Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.
[Signature
page follows]
Very
truly yours,
IMMRSIV
Inc.
By:
/s/
Png Bee Hin
Name:
Png
Bee Hin
Title:
Chief
Executive Officer
[Acceleration
Request Letter (Issuer)]