SecProbe.io

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 INTERACTIVE STRENGTH INC. 1005 Congress Avenue, Suite 925 Austin, TX 78701 September 18, 2025 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kristin Baldwin

 Re:
 Interactive Strength Inc.

 Registration Statement on Form S-3 Filed June 27, 2025

 File No. 333-288405

 Dear Ms. Baldwin: In accordance with Rule 461 of the Securities Act of 1933, as amended, Interactive Strength Inc. (the “Company”) hereby respectfully requests that the effective date of the above-captioned Registration Statement, as amended, be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on Monday, September 22, 2025, or as soon thereafter as possible. * * * * Very Truly Yours,

 Interactive Strength Inc.

 /s/ Trent A. Ward

 Trent A. Ward

 Chief Executive Officer

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 Interactive Strength Inc. 1005 Congress Ave., Suite 925 Austin, TX 78701 September 4, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Baldwin and Ms. Timmons-Pierce

 Re:
 Interactive Strength Inc.

 Amended Registration Statement on Form S-3

 Filed August 4, 2025

 File No. 333-288405

 Ladies and Gentlemen: By letter dated August 20, 2025, the staff (the “ Staff ”, “ you ” or “ your ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) provided Interactive Strength Inc. (the “ Company ”, “ we ”, “ us ” or “ our ”) with its comments to the Company’s amended registration statement on Form S-3 filed on August 4, 2025. We are in receipt of your letter, and we have set forth below our responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses. Amendment No. 1 to Registration Statement on Form S-3 filed August 4, 2025   Digital Asset Treasury Strategy, page 9

 1.
 We note your response to prior Comment 2. Please revise disclosure related to FET and your treasury strategy as follows: ▪ Please disclose the amount of FET that is currently locked up and the related unlocking schedule. ▪ Please disclose the scope and limitations of the insurance coverage that BitGo provides. Also discuss whether BitGo’s coverage is shared by its other custody customers, and whether that could result in the coverage being insufficient to compensate you for losses. ▪ You state that BitGo is a regulated entity. Please disclose the aspects of BitGo’s operations that are regulated and by whom. ▪ You state that BitGo provides custody services, which “typically include” multi-signature wallets and cold storage solutions. Please disclose whether your crypto assets will be held in such a manner. Also disclose how much of your crypto assets will be held in cold storage.

 Response: We have revised the disclosure in the amended registration statement under “ Digital Asset Treasury Strategy ” to provide disclosure related to FET and our treasury strategy.   Exhibit Index, page 41

 2.
 We note the amendments to the Exhibit Index, but the exhibits below have not been included. Please explain why you are not required to file the following exhibits at this time. ▪ The form of warrant agreement; ▪ The form of unit agreement; and ▪ The form of rights agreement.

 Response: As discussed by the Company’s counsel with the Staff by telephone and as disclosed in Item 16 in the amended registration statement, the form of warrant agreement, form of unit agreement and form of rights agreement will be subsequently filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to the registration statement, including a Current Report on Form 8-K.   Thank you for your assistance in reviewing our amended filing. Very truly yours, Trent A. Ward Chief Executive Officer

August 20, 2025
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Ave., Suite 925
Austin, TX 78701
Re:Interactive Strength, Inc.
Amended Registration Statement on Form S-3
Filed August 4, 2025
File No. 333-288405
Dear Trent Ward:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note
otherwise, any references to prior comments are to comments in our July 18, 2025 letter.
Form S-3 filed August 4, 2025
Digital Asset Treasury Strategy, page 9
We note your response to prior Comment 2. Please revise disclosure related to FET
and your treasury strategy as follows:
•Please disclose the amount of FET that is currently locked up and the related
unlocking schedule.
•Please disclose the scope and limitations of the insurance coverage that BitGo
provides. Also discuss whether BitGo's coverage is shared by its other custody
customers, and whether that could result in the coverage being insufficient to
compensate you for losses.
•You state that BitGo is a regulated entity. Please disclose the aspects of BitGo's
operations that are regulated and by whom.1.

August 20, 2025
Page 2
•You state that BitGo provides custody services, which “typically include” multi-
signature wallets and cold storage solutions. Please disclose whether your crypto
assets will be held in such a manner. Also disclose how much of your crypto
assets will be held in cold storage.
Exhibit Index, page 41
2.We note the amendments to the Exhibit Index, but the exhibits below have not been
included.  Please explain why you are not required to file the following exhibits at this
time.

• The form of warrant agreement;
• The form of unit agreement; and
• The form of rights agreement.
            Please contact Kristin Baldwin at 202-551-7172 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 Interactive Strength Inc. 1005 Congress Ave., Suite 925 Austin, TX 78701 August 4, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Baldwin and Ms. Timmons-Pierce

 Re:
 Interactive Strength Inc.

 Registration Statement on Form S-3

 Filed June 27, 2025

 File No. 333-288405

 Ladies and Gentlemen: By letter dated July 18, 2025, the staff (the “ Staff ”, “ you ” or “ your ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) provided Interactive Strength Inc. (the “ Company ”, “ we ”, “ us ” or “ our ”) with its comments to the Company’s registration statement on Form S-3 filed on June 27, 2025. We are in receipt of your letter, and we have set forth below our responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses. Registration Statement on Form S-3 filed June 27, 2025 Where You Can Find More Information; Incorporation by Reference, page 1

 1.
 Please revise your disclosure to specifically incorporate by reference the Form 10-Q for period ended 3/31/25, or tell us why you believe this is not required. Refer to Item 12(a) of Form S-3.

 Response: We have revised our disclosure in amendment no. 1 to registration statement on Form S-3 (the “ Amendment ”) to incorporate by reference the Form 10-Q for period ended 3/31/25.   Digital Asset Treasury Strategy, page 9

 2.
 We note here and in your Form 8-K filed June 11, 2025 that you used approximately $47.25 million to purchase FET tokens for the benefit of your wholly-owned subsidiary, Interactive Strength Treasury LLC. Please provide a materially complete description of FET and your treasury strategy. In that regard: ▪ Describe the use case for FET including its intended purpose, use and/or function. ▪ Provide a discussion of FET “tokenomics” discussing the past and current supply of FET, how new FET is created, any burn mechanism, the amount of FET locked up and the related unlocking schedule, and any inflationary or deflationary mechanism. ▪ Include a discussion of the FET ecosystem and a description of the lifecycle of the FET token. ▪ Provide a risk factor disclosure discussing any material risks related to the FET token and its ownership. ▪ Provide a discussion of the material aspects of your treasury strategy and how you intend to generate profit through this strategy. ▪ Explain the custody arrangements for the FET you hold. ▪ Provide separate risk factors addressing material risks related to your treasury strategy and your issuance of convertible debt.

 Response: We have revised the disclosure in the Amendment under “ Digital Asset Treasury Strategy ” on pages 9 to 13 and “ Risk Factors ” on pages 15 to 17 to provide a materially complete description of FET and our treasury strategy.   Exhibit Index, page 33

 3.
 Please add the following exhibits to the list of exhibits to the registration statement: ▪ The certificate of designation or other instrument defining the rights of the preferred stock; ▪ The form of warrant agreement; ▪ The form of unit agreement; and ▪ Any agreements related to the rights being offered.

 Response: We have updated the exhibit index to the Amendment to include the certificate of designation of preferred stock, form of warrant agreement, form of unit agreement and form of rights agreement.

 4.
 We note that you are registering the offer and sale of debt securities. Please either file a Form T-1 or, if you are relying on Section 305(b)(2) of the Trust Indenture Act, annotate the exhibit index to indicate such intention and include the undertaking contained in Item 512(j) of Regulation S-K.

 Response: We are relying on Section 305(b)(2) of the Trust Indenture Act. We have annotated the exhibit index to indicate our intention and included the undertaking contained in Item 512(j) of Regulation S-K. General

 5.
 On your cover page and in the section “Description of Rights,” you describe “rights” that you intend to offer. We note that your fee table does not list the rights being offered and the legal opinion does not opine on the rights being offered. Please revise or advise.

 Response: We have revised our fee table in Exhibit 107 and the legal opinion in Exhibit 5.1 to opine on the rights being offered in the registration statement.   Thank you for your assistance in reviewing our amended filing. Very truly yours, Trent A. Ward Chief Executive Officer

July 18, 2025
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Ave., Suite 925
Austin, TX 78701
Re:Interactive Strength, Inc.
Registration Statement on Form S-3
Filed June 27, 2025
File No. 333-288405
Dear Trent Ward:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            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.
Form S-3 filed June 27, 2025
Where You Can Find More Information; Incorporation by Reference, page 1
1. Please revise your disclosure to specifically incorporate by reference the Form 10-Q
for period ended 3/31/25, or tell us why you believe this is not required. Refer to Item
12(a) of Form S-3.
Digital Asset Treasury Strategy, page 9
We note here and in your Form 8-K filed June 11, 2025 that you used approximately
$47.25 million to purchase FET tokens for the benefit of your wholly-owned
subsidiary, Interactive Strength Treasury LLC. Please provide a materially complete
description of FET and your treasury strategy. In that regard:
•Describe the use case for FET including its intended purpose, use and/or function.
Provide a discussion of FET “tokenomics” discussing the past and current supply •2.

July 18, 2025
Page 2
of FET, how new FET is created, any burn mechanism, the amount of FET locked
up and the related unlocking schedule, and any inflationary or deflationary
mechanism.
•Include a discussion of the FET ecosystem and a description of the lifecycle of the
FET token.
•Provide risk factor disclosure discussing any material risks related to the FET
token and its ownership.
•Provide a discussion of the material aspects of your treasury strategy and how you
intend to generate profit through this strategy.
•Explain the custody arrangements for the FET you hold.
•Provide separate risk factors addressing material risks related to your treasury
strategy and your issuance of convertible debt.
Exhibit Index, page 33
3.Please add the following exhibits to the list of exhibits to the registration statement:
•The certificate of designation or other instrument defining the rights of the
preferred stock;
•The form of warrant agreement;
•The form of unit agreement;  and
•any agreements related to the rights being offered.
4.We note that you are registering the offer and sale of debt securities. Please either file
a Form T-1 or, if you are relying on Section 305(b)(2) of the Trust Indenture Act,
annotate the exhibit index to indicate such intention and include the undertaking
contained in Item 512(j) of Regulation S-K.
General
5.On your cover page and in the section "Description of Rights," you describe "rights"
that you intend to offer.   We note that your fee table does not list the rights being
offered and the legal opinion does not opine on the rights being offered. Please revise
or advise.
            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 Rules 460 and 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 Kristin Baldwin at 202-551-7172 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.

July 18, 2025
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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   INTERACTIVE STRENGTH INC. 1005 Congress Avenue, Suite 925 Austin, Texas 78701 April 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Interactive Strength Inc.

 Registration Statement on Form S-1

 File No. 333-286579

 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: April 18, 2025 Requested Time: 4:30 p.m. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 of the Securities Act of 1933, as amended, Interactive Strength Inc. (the “Company”) hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on Friday, April 18, 2025, or as soon thereafter as possible. Please contact our counsel, Steven Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted. * * * * Very Truly Yours,

 Interactive Strength Inc.

 /s/ Trent A. Ward

 Trent A. Ward

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue
Suite 925
Austin, Texas 78701

 Re: Interactive Strength, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 7, 2025
 CIK No. 0001785056
Dear Trent Ward:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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  INTERACTIVE STRENGTH INC.

  1005 Congress Avenue, Suite 925

  Austin, Texas 78701

  February 12, 2025

  VIA EDGAR

  U.S. Securities & Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Interactive Strength Inc.

    Registration Statement on Form S-1

    File No. 333-284788

  		REQUEST FOR ACCELERATION OF EFFECTIVENESS

  			Requested Date: February 14, 2025

  			Requested Time: 4:30 p.m. Eastern Time

  Ladies and Gentlemen:

  In accordance with Rule 461 of the Securities Act of 1933, as amended, Interactive Strength Inc. (the “Company”) hereby respectfully requests that the effective date of the above-captioned Registration Statement, as amended, be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on Friday, February 14, 2025, or as soon thereafter as possible.

  Please contact our counsel, Steven Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

  * * * *

  Very Truly Yours,

    Interactive Strength Inc.

    /s/ Trent A. Ward

    Trent A. Ward

    Chief Executive Officer

February 11, 2025
Trent A. Ward
Chief Executive Officer
Interactive Strength Inc.
1005 Congress Avenue, Suite 925
Austin, Texas 78701
Re:Interactive Strength Inc.
Registration Statement on Form S-1
Filed February 7, 2025
File No. 333-284788
Dear Trent A. Ward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Steven A. Lipstein

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  June 28, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporate Finance

  Washington, DC 20549

    Re:

    Interactive Strength Inc.

    Registration Statement on Form S-1 (Registration No. 333-280410), as amended - Concurrence in Acceleration Request

  Ladies and Gentlemen:

  H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration statement on Form S-1 (333-280410), as amended (the “Registration Statement”), hereby concurs in the request by Interactive Strength Inc. that the effective date of the above-referenced registration statement be accelerated to 9:00 A.M. (Eastern Time), or as soon as practicable thereafter, on July 1, 2024, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

  Very truly yours,

  H.C. WAINWRIGHT & CO., LLC

  By:	/s/ Edward D. Silvera

   	Name: Edward D. Silvera

   	Title:   Chief Operating Officer

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  Interactive Strength Inc.

  1005 Congress Avenue, Suite 925

  Austin, TX 78701

  June 28, 2024

  U.S. Securities & Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Attn: Patrick Fullem

    Re:

    Interactive Strength Inc.

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

    Filed June 27, 2024

File No. 333-280410

  Dear Mr. Fullem:

  By letter dated June 27, 2024 (the “Comment Letter”), the staff (the “Staff,” “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”) provided Interactive Strength Inc. (the “Company,” “we,” “us” or “our”) with its comment to the Company’s Registration Statement on Form S-1. Set forth below are the Company’s responses to the Comment Letter. For your convenience, the text of the Staff’s comments is reproduced in italics below, followed by the Company’s response to each comment. The numbered paragraphs below correspond to the numbered comments in the Comment Letter.

  Additionally, the Company filed its Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-1 (File No. 333-280410) (the “Registration Statement”) on June 28, 2024, which reflects revisions in response to the Comment Letter and certain other updates. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement and all references to page numbers in such responses are to page numbers in Registration Statement.

  Amendment No. 1 to Registration Statement on Form S-1 filed June 27, 2024

  Exhibits

    1.

     We note you have entered into an engagement agreement with H.C. Wainwright & Co., LLC. Please file the placement agent agreement as an exhibit in a pre-effective amendment. Refer to Item 601(b)(1) of Regulation S-K.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that concurrent with the filing of this response letter, the Company will file an amended Registration Statement on Form S-1 to file all outstanding exhibits and revise the exhibit index to add exhibits previously filed by the Company with other filings and to add  the Engagement Agreement, dated May 8, 2024, as amended June 24, 2024, by and between the Company and H.C. Wainwright & Co., LLC as Exhibit 1.1.

  Thank you for your assistance in reviewing this filing.

    Regards,

    /s/ Trent A. Ward

    Trent A. Ward

    Chief Executive Officer

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  Interactive Strength Inc.

  1005 Congress Avenue, Suite 925

  Austin, TX 78701

  June 28, 2024

  VIA EDGAR

  U.S. Securities & Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Attn: Patrick Fullem

    Re:

    Interactive Strength Inc.

    Registration Statement on Form S-1 (File No. 333-280410), as amended

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Interactive Strength Inc., hereby requests acceleration of effectiveness of the above referenced Registration Statement on Form S-1 (333-280410), as amended, so that it will become effective at 9:00 a.m., Eastern Daylight Time, on Monday, July 1, 2024, or as soon thereafter as practicable.

    Very truly yours,

    /s/ Trent A. Ward

    Trent A. Ward

    Chief Executive Officer

United States securities and exchange commission logo
June 27, 2024
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
Re:Interactive Strength, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 27, 2024
File No. 333-280410
Dear Trent Ward:
            We have conducted a limited review of your 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.
Amendment No. 1 to Registration Statement on Form S-1 filed June 27, 2024
Exhibits
1.We note you have entered into an engagement agreement with H.C. Wainwright & Co.,
LLC. Please file the placement agent agreement as an exhibit in a pre-effective
amendment. Refer to Item 601(b)(1) of Regulation S-K.

 FirstName LastNameTrent Ward
 Comapany NameInteractive Strength, Inc.
 June 27, 2024 Page 2
 FirstName LastName
Trent Ward
Interactive Strength, Inc.
June 27, 2024
Page 2
            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 Rules 460 and 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 Patrick Fullem at 202-551-8337 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven A. Lipstein, Esq.

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  INTERACTIVE STRENGTH, INC.

  1005 Congress Avenue, Suite 925

  Austin, TX 78701

  May 6, 2024

  VIA EDGAR

  U.S. Securities & Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Patrick Fullem

    Re:

    Interactive Strength, Inc.

    Registration Statement on Form S-3

Filed May 1, 2024

    File No. 333-279035

  Dear Mr. Fullem:

  In accordance with Rule 461 of the Securities Act of 1933, as amended, Interactive Strength, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-captioned Registration Statement, as amended, be accelerated so that it will be declared effective at 4:30 p.m. Eastern Time on Wednesday, May 8, 2024, or as soon thereafter as possible.

  * * * *

  Very Truly Yours,

    Interactive Strength, Inc.

    /s/ Trent A. Ward

    Trent A. Ward

    Chief Executive Officer

United States securities and exchange commission logo
May 3, 2024
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
Re:Interactive Strength, Inc.
Registration Statement on Form S-3
Filed May 1, 2024
File No. 333-279035
Dear Trent Ward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven A. Lipstein, Esq.

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 INTERACTIVE STRENGTH INC.

1005 Congress Ave, Suite 925

Austin, Texas 78701

January 17, 2024

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Interactive Strength Inc. – Registration Statement – Form S-1

 File No. 333-276466

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Interactive Strength Inc. (the “Registrant”) hereby requests that the above- referenced registration statement on Form S-1 (File No. 333-276466) (the “Registration Statement”) be declared effective on January 19, 2024, at 3:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the
Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Danielle de Zorzi of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request
on its behalf. The Registrant hereby also authorizes Davina K. Kaile and Danielle de Zorzi of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with Davina K. Kaile of Pillsbury Winthrop Shaw
Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Danielle de Zorzi at (512) 566-2341.

[Signature Page Follows]

Sincerely,

INTERACTIVE STRENGTH INC.

By:

/s/ Trent A. Ward

Trent A. Ward, Chief Executive Officer

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Danielle de Zorzi, Pillsbury Winthrop Shaw Pittman LLP

United States securities and exchange commission logo
January 16, 2024
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue
Suite 925
Austin , Texas 78701
Re:Interactive Strength, Inc.
Registration Statement on Form S-1
Filed on January 11, 2024
File No. 333-276466
Dear Trent Ward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 INTERACTIVE STRENGTH INC.

1005 Congress Ave, Suite 925

Austin, Texas 78701

December 28, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Interactive Strength Inc. – Registration Statement –
Form S-1

File No. 333-276217

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Interactive Strength Inc. (the “Registrant”) hereby requests that the above-referenced registration statement
on Form S-1 (File No. 333-276217) (the “Registration Statement”) be declared effective on December 29, 2023, at 3:00 p.m., Eastern Time, or as soon
thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Danielle de Zorzi of Pillsbury Winthrop Shaw
Pittman LLP, counsel to the Registrant, to make such request on its behalf. The Registrant hereby also authorizes Davina K. Kaile and Danielle de Zorzi of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for
acceleration.

 Once the Registration Statement has been declared effective, please orally confirm that event with Davina K. Kaile of
Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Danielle de Zorzi at (512) 566-2341.

[Signature Page Follows]

Sincerely,

INTERACTIVE STRENGTH INC.

By:

/s/ Trent A. Ward

Trent A. Ward, Chief Executive Officer

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Danielle de Zorzi, Pillsbury Winthrop Shaw Pittman LLP

United States securities and exchange commission logo
December 28, 2023
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue
Suite 925
Austin, Texas 78701
Re:Interactive Strength, Inc.
Registration Statement on Form S-1
Filed December 22, 2023
File No. 333-276217
Dear Trent Ward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 INTERACTIVE STRENGTH INC.

1005 Congress Ave, Suite 925

Austin, Texas 78701

April 26, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Interactive Strength Inc. - Registration Statement – Form S-1

 File No. 333-269246

Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Interactive Strength Inc. (the “Registrant”) hereby requests that the above-referenced registration statement on Form S-1 (File
No. 333-269246) (the “Registration Statement”) be declared effective on April 27, 2023, at 3:30 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as
the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Julie Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on
its behalf. The Registrant hereby also authorizes Davina K. Kaile and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with Davina K. Kaile of Pillsbury Winthrop Shaw
Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Julie Park at (650) 233-4067.

Under separate cover, Aegis Capital Corp., as the underwriter, will send the Commission a letter joining in this request for acceleration of
the effective date.

 [Signature Page Follows]

Sincerely,

INTERACTIVE STRENGTH INC.

By:

 /s/ Trent A. Ward

Trent A. Ward, Chief Executive Officer

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Julie Park, Pillsbury Winthrop Shaw Pittman LLP

Anthony W. Basch, Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

CORRESP

 April 26, 2023

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:

 Patrick Fullem

 Asia Timmons-Pierce

Jeff Gordon

 Andrew Blume

RE:

Interactive Strength Inc.

Registration Statement Form S-1 (File No. 333-269246)

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp. hereby join Interactive Strength Inc.
(the “Registrant”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at
3:30 p.m. Eastern Time, April 27, 2023, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

 Pursuant to Rule 460 under the Securities Act, please be advised that there have been, or there will be, distributed to each underwriter or dealer who is
reasonably anticipated to participate in the distribution of the securities as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution.

We, as the underwriter, 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.

By:

AEGIS CAPITAL CORP.

By:

 /s/ Griffin Cassagne

Name: Griffin Cassagne

Title: Executive Vice President

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Julie Park, Pillsbury Winthrop Shaw Pittman LLP

Alexander W. Powell, Jr., Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

CORRESP

 Pillsbury Winthrop Shaw Pittman LLP

 2550
Hanover Street | Palo Alto, CA 94304-1115 | tel 650.233.4500 | fax 650.233.4545

 Davina K. Kaile

tel: +1.650.233.4564

dkaile@pillsburylaw.com

 VIA EDGAR

April 12, 2023

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE Washington, DC 20549

Attn:

Patrick Fullem

Asia Timmons-Pierce

Jeff Gordon

Andrew Blume

Re:

Interactive Strength, Inc.

Registration Statement on Form S-1

Filed March 29, 2023 (File No. 333-269246)

CIK No. 0001785056

 Ladies and Gentlemen:

 On
behalf of Interactive Strength Inc. (the “Registrant” or the “Company”), we are providing this letter in response to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance
(the “Staff”) contained in its letter, dated April 11, 2023 (the “Comment Letter”), relating to the Registrant’s Amendment No. 3 to Registration Statement on Form S-1, filed
on March 29, 2023 (the “Registration Statement”). The Registrant is concurrently filing herewith Amendment No. 4 to the Registration Statement on Form S-1 (the “Amended
Registration Statement”).

 The responses below correspond to the numbering and headings of the paragraphs contained in the Comment Letter, which for
your convenience we have incorporated into this response letter in italics. Page references in the text of the Registrant’s responses correspond to the page numbers of the Registration Statement. Capitalized

 VIA EDGAR

Page
 2

terms used in this letter but not otherwise defined in this letter shall have the meanings set forth in the Registration Statement.

Amendment No.3 to Registration Statement on Form S-1 filed March 29, 2023

Use of Proceeds, page 89

1.
 We note your disclosure that you expect to use a portion of the net proceeds to repay amounts outstanding
under senior secured notes. Please revise to disclose in this section the amount of proceeds that you intend to use for repayment of debt. Also, disclose the interest rates and maturity dates of the debt. To the extent the debt was incurred within
one year, describe the use of proceeds of such indebtedness. Refer to Instruction 4 to Item 504 of Regulation S-K.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure under “Use of
Proceeds” in the Amended Registration Statement to specify that the Registrant anticipates using $2.0 million of the net proceeds from the offering to repay in full the principal amount outstanding under the senior secured notes issued in
the Bridge Note Financing, and to disclose that the maturity dates of the senior secured notes are the earlier of: (i) May 15, 2023; or (ii) if the offering is closed on or before May 15, 2023, five business days thereafter. The
Registrant supplementally confirms that the senior secured notes do not bear any interest and that in lieu of thereof, the Registrant issued warrants to the noteholders as disclosed on page 15 and elsewhere in the Amended Registration
Statement. In response to the Staff’s comment, similar disclosure regarding the issuance of warrants in lieu of interest on the senior secured notes has been added under “Use of Proceeds.” Disclosure has also been added under
“Use of Proceeds” to clarify that the proceeds from the Bridge Note Financing provided short-term liquidity and were used for general corporate purposes, including working capital, sales and
marketing activities, and general and administrative matters. Conforming disclosure regarding the foregoing has also been added under “The Offering – Use of Proceeds.”

Report of Independent Registered Public Accounting Firm, page F-2

2.
 We note that the audit report dated March 29, 2023 is unsigned. Please provide a signed
audit report as required by Rule 2-02(a) of Regulation S-X.

Response: The Registrant acknowledges the Staff’s comment and confirms that the signed audit report has been included on page F-2 of the Amended Registration Statement.

 VIA EDGAR

Page
 3

 Please contact the undersigned at (650) 233-4564 or
dkaile@pillsburylaw.com with any questions regarding the responses to the Staff’s comments or the Registration Statement, or if you require any additional information. Thank you in advance for your attention to this matter.

Sincerely,

 /s/ Davina K. Kaile

Davina K. Kaile

 cc:    Trent Ward

United States securities and exchange commission logo
April 11, 2023
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
Re:Interactive Strength, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed March 29, 2023
File No. 333-269246
Dear Trent Ward:
            We have reviewed your amended registration statement and have the following
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.
Amendment No. 3 to Registration Statement on Form S-1 filed March 29, 2023
Use of Proceeds, page 89
1.We note your disclosure that you expect to use a portion of the net proceeds to repay
amounts outstanding under senior secured notes.  Please revise to disclose in this section
the amount of proceeds that you intend to use for repayment of debt.  Also, disclose the
interest rates and maturity dates of the debt.  To the extent the debt was incurred within
one year, describe the use of proceeds of such indebtedness.  Refer to Instruction 4 to Item
504 of Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-2
2.We note that the audit report dated March 29, 2023 is unsigned.  Please provide a signed
audit report as required by Rule 2-02(a) of Regulation S-X.

 FirstName LastNameTrent Ward
 Comapany NameInteractive Strength, Inc.
 April 11, 2023 Page 2
 FirstName LastName
Trent Ward
Interactive Strength, Inc.
April 11, 2023
Page 2
            You may contact Jeff Gordon at (202) 551-3866 or Andrew Blume at (202) 551-3254 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Patrick Fullem at (202) 551-8337 or Asia Timmons-Pierce at (202) 551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Davina K. Kaile

CORRESP
1
filename1.htm

CORRESP

 February 14, 2023

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:

 Patrick Fullem

 Asia Timmons-Pierce

Jeff Gordon

 Andrew Blume

RE:

Interactive Strength Inc.

Registration Statement Form S-1 (File No. 333-269246)

 Ladies and Gentlemen:

Aegis Capital Corp. hereby join Interactive Strength Inc. (the “Registrant”) in withdrawing its request for acceleration of the effective date of
the above-referenced registration statement on Form S-1 (File No. 333-269246) (as amended, the “Registration Statement”) previously submitted on
February 13, 2023.

By:

AEGIS CAPITAL CORP.

By:

 /s/ Griffin Cassagne

Name: Griffin Cassagne

Title: Executive Vice President

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Julie Park, Pillsbury Winthrop Shaw Pittman LLP

Alexander W. Powell, Jr., Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

CORRESP

 INTERACTIVE STRENGTH INC.

1005 Congress Ave, Suite 925

Austin, Texas 78701

February 14, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Interactive Strength Inc. - Registration Statement – Form S-1

 File No. 333-269246

Ladies and Gentlemen:

 Interactive Strength Inc.
(the “Registrant”) hereby withdraws its request for acceleration of the effective date of the above-referenced registration statement on Form S-1 (File
No. 333-269246) (as amended, the “Registration Statement”) previously submitted on February 13, 2023.

Please address any questions or comments with respect to this request to our counsel, Pillsbury Winthrop Shaw Pittman LLP, by contacting
Davina K. Kaile at (650) 233-4564, counsel to the Registrant, at (650) 233-4564, or in her absence, Julie Park at (650)
233-4067.

 [Signature Page Follows]

Sincerely,

INTERACTIVE STRENGTH INC.

By:

 /s/ Trent A. Ward

Trent A. Ward, Chief Executive Officer

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Julie Park, Pillsbury Winthrop Shaw Pittman LLP

Anthony W. Basch, Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

CORRESP

 INTERACTIVE STRENGTH INC.

1005 Congress Ave, Suite 925

Austin, Texas 78701

February 13, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Interactive Strength Inc.—Registration Statement – Form S-1

 File No. 333-269246

Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Interactive Strength Inc. (the “Registrant”) hereby requests that the above-referenced registration statement on Form S-1 (File
No. 333-269246) (the “Registration Statement”) be declared effective on February 14, 2023, at 3:30 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time
as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Julie Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request
on its behalf. The Registrant hereby also authorizes Davina K. Kaile and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with Davina K. Kaile of Pillsbury Winthrop Shaw
Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Julie Park at (650) 233-4067.

Under separate cover, Aegis Capital Corp., as the underwriter, will send the Commission a letter joining in this request for acceleration of
the effective date.

 [Signature Page Follows]

Sincerely,

INTERACTIVE STRENGTH INC.

By:

 /s/ Trent A. Ward

 Trent A. Ward, Chief Executive Officer

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Julie Park, Pillsbury Winthrop Shaw Pittman LLP

Anthony W. Basch, Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

CORRESP

 INTERACTIVE STRENGTH INC.

1005 Congress Ave, Suite 925

Austin, Texas 78701

February 13, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Interactive Strength Inc. - Registration Statement – Form S-1

 File No. 333-269246

Ladies and Gentlemen:

 Interactive Strength
Inc. (the “Registrant”) hereby withdraws its request for acceleration of the effective date of the above-referenced registration statement on Form S-1 (File
No. 333-269246) (as amended, the “Registration Statement”) previously submitted on February 9, 2023. The Registrant will resubmit its request for acceleration of the Registration
Statement at a later time.

 Please address any questions or comments with respect to this request to our counsel, Pillsbury Winthrop Shaw
Pittman LLP, by contacting Davina K. Kaile at (650) 233-4564, counsel to the Registrant, at (650) 233-4564, or in her absence, Julie Park at (650) 233-4067.

 [Signature Page Follows]

Sincerely,

INTERACTIVE STRENGTH INC.

By:

 /s/ Trent A. Ward

Trent A. Ward, Chief Executive Officer

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Julie Park, Pillsbury Winthrop Shaw Pittman LLP

Anthony W. Basch, Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

CORRESP

 February 13, 2023

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:

 Patrick Fullem

 Asia Timmons-Pierce

Jeff Gordon

 Andrew Blume

RE:

Interactive Strength Inc.

Registration Statement Form S-1 (File No. 333-269246)

 Ladies and Gentlemen:

Aegis Capital Corp. hereby join Interactive Strength Inc. (the “Registrant”) in withdrawing its request for acceleration of the effective date of
the above-referenced registration statement on Form S-1 (File No. 333-269246) (as amended, the “Registration Statement”) previously submitted on
February 9, 2023. We, as the underwriter, will resubmit a request for acceleration of the Registration Statement at a later time.

By:

AEGIS CAPITAL CORP.

By:

 /s/ Griffin Cassagne

Name: Griffin Cassagne

Title: Executive Vice President

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Julie Park, Pillsbury Winthrop Shaw Pittman LLP

Alexander W. Powell, Jr., Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

CORRESP

 February 13, 2023

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:

 Patrick Fullem

 Asia Timmons-Pierce

Jeff Gordon

 Andrew Blume

RE:

Interactive Strength Inc.

 Registration Statement Form S-1 (File No. 333-269246)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the
“Securities Act”), Aegis Capital Corp. hereby join Interactive Strength Inc. (the “Registrant”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement to become effective at 3:30 p.m. Eastern Time, February 14, 2023, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may
orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

 Pursuant to Rule 460 under the Securities Act,
please be advised that there have been, or there will be, distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the securities as many copies of the preliminary prospectus as appears to be
reasonable to secure adequate distribution.

 We, as the underwriter, 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.

By:

AEGIS CAPITAL CORP.

By:

 /s/ Griffin Cassagne

Name: Griffin Cassagne

Title: Executive Vice President

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Julie Park, Pillsbury Winthrop Shaw Pittman LLP

Alexander W. Powell, Jr., Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

CORRESP

 February 9, 2023

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:
 Patrick Fullem

Asia Timmons-Pierce

 Jeff Gordon

 Andrew Blume

RE:
 Interactive Strength Inc.

Registration Statement Form S-1 (File
No. 333-269246)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the
“Securities Act”), Aegis Capital Corp. hereby join Interactive Strength Inc. (the “Registrant”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement to become effective at 4:30 p.m. Eastern Time, February 13, 2023, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may
orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

 Pursuant to Rule 460 under the Securities Act,
please be advised that there have been, or there will be, distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the securities as many copies of the preliminary prospectus as appears to be
reasonable to secure adequate distribution.

 We, as the underwriter, 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.

By:

AEGIS CAPITAL CORP.

By:

 /s/ Griffin Cassagne

Name: Griffin Cassagne

Title: Executive Vice President

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Julie Park, Pillsbury Winthrop Shaw Pittman LLP

Alexander W. Powell, Jr., Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

CORRESP

 INTERACTIVE STRENGTH INC.

1005 Congress Ave, Suite 925

Austin, Texas 78701

February 9, 2023

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Interactive Strength Inc. - Registration Statement – Form S-1

 File No. 333-269246

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Interactive Strength Inc. (the “Registrant”) hereby requests that the above-referenced registration statement on Form S-1 (File No. 333-269246) (the “Registration Statement”) be declared effective on February 13, 2023, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the
Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Julie Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its
behalf. The Registrant hereby also authorizes Davina K. Kaile and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with Davina K. Kaile of Pillsbury Winthrop Shaw
Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Julie Park at (650) 233-4067.

Under separate cover, Aegis Capital Corp., as the underwriter, will send the Commission a letter joining in this request for acceleration of
the effective date.

 [Signature Page Follows]

Sincerely,

INTERACTIVE STRENGTH INC.

By:

 /s/ Trent A. Ward

Trent A. Ward, Chief Executive Officer

cc:
 Trent A. Ward, Interactive Strength Inc.

Michael J. Madigan, Interactive Strength Inc.

Davina K. Kaile, Pillsbury Winthrop Shaw Pittman LLP

Julie Park, Pillsbury Winthrop Shaw Pittman LLP

Anthony W. Basch, Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

CORRESP

 Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street | Palo Alto, CA 94304-1115 | tel 650.233.4500 | fax 650.233.4545

Davina K. Kaile

 tel:
+1.650.233.4564

 dkaile@pillsburylaw.com

VIA EDGAR

 February 6, 2023

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Manufacturing

 100 F Street, NE

Washington, DC 20549

Attn:
 Patrick Fullem

Asia Timmons-Pierce

 Jeff Gordon

 Andrew Blume

Re:
 Interactive Strength, Inc.

Registration Statement on Form S-1

Filed January 17, 2023 (File No. 333-269246)

CIK No. 0001785056

Ladies and Gentlemen:

 On behalf of Interactive Strength Inc.
(the “Registrant” or the “Company”), we are providing this letter in response to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) contained in
its letter, dated February 3, 2023 (the “Comment Letter”), relating to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, filed on February 1, 2023 (the “Registration Statement”).
The Registrant is concurrently filing herewith Amendment No. 2 to the Registration Statement on Form S-1 (the “Amended Registration Statement”).

The responses below correspond to the numbering and headings of the paragraphs contained in the Comment Letter, which for your convenience we have
incorporated into this response letter in italics. Page references in the text of the Registrant’s responses correspond to the page numbers of the Registration Statement. Capitalized terms used in this letter but not otherwise defined in this
letter shall have the meanings set forth in the Registration Statement.

 VIA EDGAR

Page 2

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

 Cover Page

1.
 Disclose whether your offering is contingent upon final approval of your NASDAQ listing on your cover page.
Please ensure the disclosure is consistent with your underwriting agreement. Please also revise your alternate prospectus cover page to disclose whether your secondary offering is contingent upon final approval of your NASDAQ listing.

 Response: The Registrant respectfully confirms that the offering is contingent upon final approval of the
Registrant’s listing on Nasdaq. The requested disclosure has been added to the cover page of the prospectus relating to the offering to state that it is a condition to the closing of the offering that the Registrant’s common stock shall
have been approved for listing on the Nasdaq Stock Market. The Registrant supplementally confirms that such disclosure is consistent with the underwriting agreement, which provides that the underwriter’s obligations are subject to, among other
things, approval of the common stock for listing on the “Exchange” (Nasdaq). In addition, disclosure has been added to the alternate prospectus cover page to disclose that the secondary offering is contingent upon final approval of the
Registrant’s listing on Nasdaq.

2.
 To the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise your cover
page to indicate that the offering is not contingent on NASDAQ approval of your listing application and that if the shares are not approved for listing, you may experience difficulty selling your shares. Include risk factor disclosures to address
the impact on liquidity and the value of shares.

 Response: The Registrant respectfully confirms that the
offering is contingent on Nasdaq approval of its listing application and that the Registrant does not intend to proceed with the offering if the Nasdaq listing is denied.

Risk Factors, page 18

3.
 We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price
volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price

 VIA EDGAR

Page 3

volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly
state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of
your stock.

 Response: The Registrant respectfully acknowledges the Staff’s comment and has included a
separate risk factor titled “Certain recent initial public offerings …including those with relatively smaller public floats comparable to the anticipated public float of Forme, have experienced extreme, rapid, and substantial stock price
volatility…seemingly unrelated to the underlying performance of the respective company...which may make it difficult for prospective investors to assess the value of our common stock” under the risk factor subsection captioned “—
Risks Related to Our Common Stock and This Offering” to address the potential for rapid and substantial price volatility, any known factors particular to the Registrant’s offering that may add to this risk, the risks to investors when
investing in stock where there is rapid and substantial volatility, and that such volatility, including any stock-run up, may be unrelated to the Registrant’s actual or expected operating performance and financial condition or prospects, making
it difficult for prospective investors to assess the rapidly changing value of the Registrant’s common stock.

 Please contact the undersigned at
(650) 233-4564 or dkaile@pillsburylaw.com with any questions regarding the responses to the Staff’s comments or the Registration Statement, or if you require any additional information. Thank you in advance for your attention to this
matter.

 Sincerely,

 /s/ Davina K. Kaile

Davina K. Kaile

 cc: Trent Ward

United States securities and exchange commission logo
February 3, 2023
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
Re:Interactive Strength, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 1, 2023
File No. 333-269246
Dear Trent Ward:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our January 30, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed February 1, 2023
Cover Page
1.Disclose whether your offering is contingent upon final approval of your NASDAQ listing
on your cover page.  Please ensure the disclosure is consistent with your underwriting
agreement.  Please also revise your alternate prospectus cover page to disclose whether
your secondary offering is contingent upon final approval of your NASDAQ listing.
2.To the extent you intend to proceed with your offering if your NASDAQ listing is denied,
revise your cover page to indicate that the offering is not contingent on NASDAQ
approval of your listing application and that if the shares are not approved for listing, you
may experience difficulty selling your shares.  Include risk factor disclosures to address
the impact on liquidity and the value of shares.

 FirstName LastNameTrent Ward
 Comapany NameInteractive Strength, Inc.
 February 3, 2023 Page 2
 FirstName LastName
Trent Ward
Interactive Strength, Inc.
February 3, 2023
Page 2
Risk Factors, page 18
3.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats.  Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly.  Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
            You may contact Jeff Gordon at (202) 551-3866 or Andrew Blume at (202) 551-3254 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Patrick Fullem at (202) 551-8337 or Asia Timmons-Pierce at (202) 551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Davina K. Kaile

CORRESP
1
filename1.htm

CORRESP

 Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street | Palo Alto, CA 94304-1115 | tel 650.233.4500 | fax 650.233.4545

 Davina K. Kaile

tel: +1.650.233.4564

dkaile@pillsburylaw.com

 VIA EDGAR

February 1, 2023

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, DC 20549

Attn:
 Patrick Fullem

Asia Timmons-Pierce

 Jeff Gordon

 Andrew Blume

Re:
 Interactive Strength, Inc.

Registration Statement on Form S-1

Filed January 17, 2023 (File No. 333-269246)

CIK No. 0001785056

 Ladies and
Gentlemen:

 On behalf of Interactive Strength Inc. (the “Registrant” or the “Company”), we are providing this letter in response to the
comments of the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) contained in its letter, dated January 30, 2023 (the “Comment Letter”), relating to the
Registrant’s Registration Statement on Form S-1, filed on January 17, 2023 (the “Registration Statement”). The Registrant is concurrently filing herewith Amendment No. 1 to the
Registration Statement on Form S-1 (the “Amended Registration Statement”).

 The responses below
correspond to the numbering and headings of the paragraphs contained in the Comment Letter, which for your convenience we have incorporated into this response letter in italics. Page references in the text of the Registrant’s responses
correspond to the page numbers of the Registration Statement. Capitalized terms used in this letter but not otherwise defined in this letter shall have the meanings set forth in the Registration Statement.

www.pillsburylaw.com

 VIA EDGAR

Page 2

 Registration Statement on Form S-1 filed January 17, 2023

 Our amended and restated certificate of incorporation and amended and restated bylaws, page 75

1.
 We note that your forum selection provision in your amended and restated certificate of incorporation and
amended and restated bylaws identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” We note your disclosure that this provision does apply to actions
arising under the Exchange Act. Please ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising
under the Exchange Act.

 Response: The Registrant respectfully acknowledges the Staff’s comment and
confirms that the forum selection provision in the Registrant’s amended and restated certificate of incorporation and amended and restated bylaws to be in effect upon the completion of this offering (the “Charter Documents”) will not
apply to actions arising under the Exchange Act. The Registrant respectfully submits that as the exclusive jurisdiction of the federal courts with respect to Exchange Act claims is a matter of law and thus automatically applicable to the Registrant,
the Registrant does not plan to include a statement to this effect in its Charter Documents. However, the Registrant confirms that it will inform future investors that the forum selection provisions in its Charter Documents do not apply to Exchange
Act claims by virtue of the exclusive jurisdiction of the federal courts over such claims by including disclosure to this effect prominently in its SEC filings in the future, including in its periodic reports and proxy statements. The Registrant
further notes that similar disclosure is included in the Registration Statement under “Risks Related to Our Common Stock and This Offering – Our amended and restated certificate of incorporation…will designate the Court of Chancery of
the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings…which could limit our stockholders’ ability to obtain what they believe to be a favorable judicial forum…” and under
“Description of Capital Stock – Choice of Forum.”

www.pillsburylaw.com

 VIA EDGAR

Page 3

 Please contact the undersigned at (650) 233-4564 or
dkaile@pillsburylaw.com with any questions regarding the responses to the Staff’s comments or the Registration Statement, or if you require any additional information. Thank you in advance for your attention to this matter.

Sincerely,

 /s/ Davina K. Kaile

Davina K. Kaile

cc:
 Trent Ward

www.pillsburylaw.com

United States securities and exchange commission logo
January 30, 2023
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
Re:Interactive Strength, Inc.
Registration Statement on Form S-1
Filed January 17, 2023
File No. 333-269246
Dear Trent Ward:
            We have reviewed your registration statement and have the following 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 January 17, 2023
Our amended and restated certificate of incorporation and amended and restated bylaws, page 75
1.We note that your forum selection provision in your amended and restated certificate of
incorporation and amended and restated bylaws identifies the Court of Chancery of the
State of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  We note your disclosure that this provision does apply to actions arising under
the Exchange Act.  Please ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Exchange Act.

            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

 FirstName LastNameTrent Ward
 Comapany NameInteractive Strength, Inc.
 January 30, 2023 Page 2
 FirstName LastName
Trent Ward
Interactive Strength, Inc.
January 30, 2023
Page 2
action by the staff.
            Refer to Rules 460 and 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.
            You may contact Jeff Gordon at (202) 551-3866 or Andrew Blume at (202) 551-3254 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Patrick Fullem at (202) 551-8337 or Asia Timmons-Pierce at (202) 551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Davina K. Kaile

CORRESP
1
filename1.htm

CORRESP

 Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street | Palo Alto, CA 94304-1115 | tel 650.233.4500 | fax 650.233.4545

Davina K. Kaile

 tel:
+1.650.233.4564

 dkaile@pillsburylaw.com

VIA EDGAR

 January 17, 2023

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Manufacturing

 100 F Street, NE

Washington, DC 20549

Attn:
 Patrick Fullem

Asia Timmons-Pierce

 Jeff Gordon

 Andrew Blume

Re:
 Interactive Strength, Inc.

Draft Registration Statement on Form S-1

Submitted December 23, 2022

CIK No. 0001785056

Ladies and Gentlemen:

 On behalf of Interactive Strength Inc.
(the “Registrant” or the “Company”), we are providing this letter in response to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) contained in
its letter, dated January 11, 2023 (the “Comment Letter”), relating to the Registrant’s Amendment No. 1 to Draft Registration Statement on Form S-1, confidentially submitted on
December 23, 2022 (the “Draft Registration Statement”).

 The Registrant is concurrently filing herewith the Registration Statement
on Form S-1 (the “Registration Statement”), which reflects changes made in response to certain of the comments contained in the Comment Letter. A copy of the Registration Statement marked to show all
changes from the Draft Registration Statement is being provided supplementally with a copy of this letter for the convenience of the Staff.

 VIA EDGAR

Page 2

 The responses below correspond to the numbering and headings of the paragraphs contained in the Comment
Letter, which for your convenience we have incorporated into this response letter in italics. Page references in the text of the Registrant’s responses correspond to the page numbers of the Registration Statement. Capitalized terms used in this
letter but not otherwise defined in this letter shall have the meanings set forth in the Registration Statement.

 Amendment No. 1 to
Draft Registration Statement on Form S-1 submitted December 23, 2022

 Summary
Consolidated Financial and Other Data, page 14

1.
 Please ensure that all amounts presented within this section agree to the face of your financial statements.
We note the September 30, 2022 total stockholders’ deficit balance presented on page 15 does not agree to the amount presented on page F-35.

Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure under “Summary
Consolidated Financial and Other Data” on page 16 with respect to the September 30, 2022 “Total stockholders’ (deficit) equity such that the amount presented agrees to the face of the financial statements. The Registrant further
confirms that it has reviewed the amounts presented in this section to ensure that they agree to the amounts presented in the financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 106

2.
 Although you disclose on page 108 that you recognized a loss of $5.2 million for the nine months ended
September 30, 2021 related to changes in fair value for the 2022, 2021 and 2020 convertible notes, it appears that you actually recognized a gain of $5.2 million. Please make the appropriate revisions to your disclosure.

 Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on
page 110 to state that the Registrant recognized a gain of $5.2 million for the nine months ended September 30, 2021, related to changes in fair value for the 2022, 2021 and 2020 convertible notes.

 VIA EDGAR

Page 3

 Executive Compensation, page 153

3.
 Please update your compensation disclosure to reflect the fiscal year ended December 31, 2022.

 Response: The Registrant has updated the compensation disclosure under “Executive Compensation”
beginning on page 155 to reflect the fiscal year ended December 31, 2022.

 Description of Capital Stock, page 175

4.
 We note that you are currently in the process of an equity financing transaction which is expected to
include a reverse stock split that will be completed prior to the effectiveness of your registration statement. Considering the reverse stock split will occur before effectiveness of your registration statement, we remind you that in accordance with
SAB Topic 4C, you must revise your financial statements and all related disclosures throughout your filing to retroactively reflect the reverse stock split.

Response: The Registrant respectfully acknowledges the Staff’s comment and confirms that the disclosures in the Registration
Statement, including the financial statements and all related disclosures throughout the filing, have been revised to retroactively reflect the reverse stock split.

Please contact the undersigned at (650) 233-4564 or dkaile@pillsburylaw.com with any questions regarding the responses
to the Staff’s comments or the Registration Statement, or if you require any additional information. Thank you in advance for your attention to this matter.

Sincerely,

 /s/ Davina K. Kaile

Davina K. Kaile

cc:
 Trent Ward

United States securities and exchange commission logo
January 11, 2023
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
236 West 30th Street, Suite 501
New York, NY 10001
Re:Interactive Strength, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 23, 2022
CIK No. 0001785056
Dear Trent Ward:
            We have reviewed your amended draft registration statement and have the following
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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted December 23, 2022
Summary Consolidated Financial and Other Data, page 14
1.Please ensure that all amounts presented within this section agree to the face of your
financial statements.  We note the September 30, 2022 total stockholders' deficit balance
presented on page 15 does not agree to the amount presented on page F-35.

 FirstName LastNameTrent Ward
 Comapany NameInteractive Strength, Inc.
 January 11, 2023 Page 2
 FirstName LastName
Trent Ward
Interactive Strength, Inc.
January 11, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 106
2.Although you disclose on page 108 that you recognized a loss of $5.2 million for the nine
months ended September 30, 2021 related to changes in fair value for the 2022, 2021 and
2020 convertible notes, it appears that you actually recognized a gain of $5.2 million.
Please make the appropriate revisions to your disclosure.
Executive Compensation, page 153
3.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2022.
Description of Capital Stock, page 175
4.We note that you are currently in the process of an equity financing transaction which is
expected to include a reverse stock split that will be completed prior to the effectiveness
of your registration statement.  Considering the reverse stock split will occur before
effectiveness of your registration statement, we remind you that in accordance with SAB
Topic 4C, you must revise your financial statements and all related disclosures throughout
your filing to retroactively reflect the reverse stock split.
            You may contact Jeff Gordon at (202) 551-3866 or Andrew Blume at (202) 551-3254 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Patrick Fullem at (202) 551-8337 or Asia Timmons-Pierce at (202) 551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Davina K. Kaile

United States securities and exchange commission logo
November 30, 2022
Trent Ward
Chief Executive Officer
Interactive Strength, Inc.
236 West 30th Street, Suite 501
New York, NY 10001
Re:Interactive Strength, Inc.
Draft Registration Statement on Form S-1
Submitted November 2, 2022
CIK No. 0001785056
Dear Trent Ward:
            We have reviewed your draft registration statement and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted November 2, 2022
General
1.We note your disclosure on page 62 regarding Russia's invasion of Ukraine.  Please revise
your filing, as applicable, to provide more specific disclosure related to the direct or
indirect impact that Russia's invasion of Ukraine and the international response have had
or may have on your business.  For additional guidance, please see the Division of
Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May
2022.

 FirstName LastNameTrent Ward
 Comapany NameInteractive Strength, Inc.
 November 30, 2022 Page 2
 FirstName LastName
Trent Ward
Interactive Strength, Inc.
November 30, 2022
Page 2
2.Please provide us supplemental copies of all written communications, as defined in Rule
405 under the Securities Act, that you, or anyone authorized to do so on your behalf, have
presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained or intend to retain copies of these
communications.  Please contact legal staff associated with the review of this filing to
discuss how to submit the materials, if any, to us for review.
Prospectus Summary, page 1
3.We note you expect to launch coaching services in the fourth quarter of 2022.  Please
update the status of these services in future filings.
Consumers are permanently shifting consumption of fitness to digital, page 4
4.We note your disclosure that consumers are "permanently" shifting to consumption of
fitness to digital.  Please consider updating your disclosure to reflect any shifts in
consumer consumption in 2022.
Risk Factors, page 17
5.Please expand your discussion of interest rates to specifically identify the impact of rate
increases on your operations and how your business has been affected.  For example,
describe whether your borrowing costs have recently increased or are expected to increase
and your ability to pass along your increased costs to your customers.  Also, please
describe whether increased borrowing costs have impacted your or your customers’ ability
to make timely payments.
We have limited operating experience at our current scale of operations..., page 27
6.Please revise to quantify the headcount reduction so that investors have a better
appreciation of this risk.
Increases in component and equipment costs, long lead times, supply shortages..., page 34
7.We note that you rely on a sole supplier for some components or parts located in Taiwan.
Please disclose the risks of this reliance and any disruptions you have experienced due to
such reliance.

 FirstName LastNameTrent Ward
 Comapany NameInteractive Strength, Inc.
 November 30, 2022 Page 3
 FirstName LastName
Trent Ward
Interactive Strength, Inc.
November 30, 2022
Page 3
We are a party to many music license agreements that are..., page 38
8.We note you are a party to many licensing agreements.  For any material licensing
agreements, provide a description of each agreement, as applicable, to disclose the
material terms of such agreement including, the duration, termination, royalty term and
any royalty term expiration provisions.
We face risks related to recession, inflation, weak growth..., page 73
9.We note your risk factor indicating that inflation could affect your prices and demand for
your products.  Please update this risk factor if recent inflationary pressures have
materially impacted your operations.  In this regard, identify the types of inflationary
pressures you are facing and how your business has been affected.  In addition, please
update your disclosure in future filings to identify actions planned or taken, if any, to
mitigate inflationary pressures.
Market, Industry, and Other Data, page 82
10.We note that the prospectus includes market, industry and other data based on information
from several third-party sources.  Please tell us if you commissioned any of the industry or
other data that you reference in the prospectus and, if so, file consents of such third parties
pursuant to Rule 436 of the Securities Act as exhibits to your registration statement or
advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
91
11.Although you disclose on page 97 that your gross loss decreased by $4.5 million, it
appears that it actually increased by $4.5 million.  Please make the appropriate revisions
to your disclosure.
12.Please discuss whether supply chain disruptions materially affect your outlook or business
goals.  Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.
13.We note that you have experienced supply chain disruptions.  Revise to discuss known
trends or uncertainties resulting from mitigation efforts undertaken, if any.  Explain
whether any mitigation efforts introduce new material risks, including those related to
product quality, reliability, or regulatory approval of products.
Certain Relationships and Related Party Transactions, page 156
14.Revise this section to provide all the information required by Item 404(a) of Regulation S-
K.  In particular, we note that Item 404(a)(1) requires that you name the related person
and the basis on which they are related.

 FirstName LastNameTrent Ward
 Comapany NameInteractive Strength, Inc.
 November 30, 2022 Page 4
 FirstName LastName
Trent Ward
Interactive Strength, Inc.
November 30, 2022
Page 4
Description of Capital Stock, page 163
15.Please set forth the approximate number of holders of each class of your common equity
as of the latest practicable date.  Refer to Item 201(b)(1) of Regulation S-K.
Financial Statements
Consolidated Statements of Operations and Comprehensive Loss, page F-4
16.Please revise your presentation of net loss per share for the year ended December 31, 2020
to state that net loss per share was ($1.55).  Your current presentation indicates you had
net income per share of $1.55 for fiscal year 2020.
            You may contact Jeff Gordon at (202) 551-3866 or Andrew Blume at (202) 551-3254 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Patrick Fullem at (202) 551-8337 or Asia Timmons-Pierce at (202) 551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Davina K. Kaile