United States securities and exchange commission logo
April 5, 2021
Scott Crist
Chief Executive Officer
Industrial Tech Acquisitions II, Inc.
5090 Richmond Ave, Suite 319
Houston, Texas 77056
Re: Industrial Tech
Acquisitions II, Inc.
Registration
Statement on Form S-1
Filed March 22,
2021
File No. 333-254594
Dear Mr. Crist:
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
Risk Factors
Our warrant agreement will designate the courts, page 57
1. We note your disclosure
here, and at page 126 under "Public Stockholders' Warrants," that
the exclusive forum in
the warrant agreement does not apply to suits brought to enforce
any liability or duty
created by the Exchange Act. However, because the warrant
agreement does not
explicitly state that the exclusive forum provision does not apply to
Exchange Act claims,
please ensure that the exclusive forum provision in the warrant
agreement 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.
Scott Crist
Industrial Tech Acquisitions II, Inc.
April 5, 2021
Page 2
Our amended and restated certificate of incorporation will require, page 60
2. We note Article XII, Section 12.1, of your Amended and Restated
Certificate of
Incorporation will provide that the federal district courts of the
United States of America
shall, to the fullest extent permitted by law, be the exclusive forum
for the resolution of
any complaint asserting a cause of action arising under the Securities
Act of 1933.
Whereas here, and at page 130, under "Exclusive Forum for certain
lawsuits," you
indicate that, for any action arising under the Securities Act, the
Court of Chancery and
the federal district court for the District of Delaware shall have
concurrent jurisdiction.
Please revise for consistency.
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.
You may contact David Irving at 202-551-3321 or Michelle Miller at
202-551-3368 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Susan Block at 202-551-3210 or Justin Dobbie at 202-551-3469 with any
other
questions.
FirstName LastNameScott Crist Sincerely,
Comapany NameIndustrial Tech Acquisitions II, Inc.
Division of
Corporation Finance
April 5, 2021 Page 2 Office of
Finance
FirstName LastName