block.one Form 3 Interactive Strength / Brendan Francis Blumer ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

block.one Investments 1

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2023

3. Issuer Name and Ticker or Trading Symbol
Interactive Strength, Inc. [ TRNR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	3,017,991(1)	I	See Footnotes(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(2)	(2)	(2)	Class A Common Stock	24,026	(2)	I	See Footnotes(4)(5)
Convertible Notes(3)	(3)	(3)	Class A Common Stock	(3)	(3)	I	See Footnotes(4)(5)

1. Name and Address of Reporting Person^*

block.one Investments 1

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

block.one

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blumer Brendan Francis

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yuan Kokuei

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bliss Andrew

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

Explanation of Responses:

1. Reflects shares of Class A common stock of the Issuer held by block.one Investments 1 ("Investments 1").

2. Reflects warrants to purchase shares of Class A common stock of the Issuer that were issued to Investments 1 on November 13, 2022 (the "Warrants"). The Warrants have an exercise price of $0.015 per share and expire at 5:00 p.m. Pacific Time on November 13, 2032 or such earlier date and time on which the Warrant ceases to be exercisable in accordance with the terms of the Warrant. The Warrants will be automatically deemed net exercised into a number of shares of Class A common stock of the Issuer upon the consummation of the Issuer's initial public offering ("IPO") determined by using the per-share offering price to the public as set forth in the Company's final prospectus.

3. Reflects a convertible note of the Issuer with an aggregate principal amount of $1,146,276 that is convertible into shares of Class A common stock of the Issuer that were issued to Investments 1 on November 13, 2022 (the "Convertible Notes"). The Convertible Notes have a maturity date of November 13, 2023. The principal amount of the Convertible Notes together with accrued interest will be automatically converted into shares of Class A common stock of the Issuer upon the completion of the IPO based on the amount outstanding, if any, under such convertible notes, as of immediately prior to the completion of the IPO, divided by IPO price per share.

4. Investments 1 is a wholly-owned subsidiary of block.one. Each of Kokuei Yuan and Andrew Bliss are directors of Investments 1. Each of Brendan Francis Blumer and Messrs. Yuan and Bliss are directors of block.one.

5. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	By: /s/ block.one Investments 1., By: /s/ Stephen Ellis, Authorized Signatory	04/27/2023
	By: /s/ block.one., By: /s/ Andrew Bliss, Authorized Signatory	04/27/2023
	By: /s/ Brendan Francis Blumer	04/27/2023
	By: /s/ Kokuei Yuan	04/27/2023
	By: /s/ Andrew Bliss	04/27/2023
	** Signature of Reporting Person	Date
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