United States securities and exchange commission logo
September 12, 2023
Nadir Ali
Chief Executive Officer
Inpixon
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
Re: Inpixon
Registration
Statement on Form S-4
Filed August 14,
2023
File No. 333-273964
Dear Nadir Ali:
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-4 filed August 14, 2023
Risk Factors, page 22
1. We note that following
the transaction, the shareholders of XTI will own more than 60%
of the combined
company. We further note that this would constitute the initial public
offering of XTI s
equity securities. As such, please add a risk factor highlighting the risks
of going public through
a reverse merger rather than an underwritten offering. These risks
may include the absence
of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration statement.
Nadir Ali
FirstName
Inpixon LastNameNadir Ali
Comapany 12,
September NameInpixon
2023
September
Page 2 12, 2023 Page 2
FirstName LastName
Inpixon's Reasons for the Merger, page 74
2. We note your statement that the board considered the listed factors
among other things.
Please revise to provide, without qualification, the full list of
material factors considered
by the board when recommending that Inpixon shareholders approve the
merger. Refer to
Item 1014(b) of Regulation M-A.
3. We note your statement that XTI has secured more than 700 conditional
pre-orders
including aircraft purchase agreements. Please disclose the percentage
of these pre-orders
that are binding commitments, tell us the terms of these agreements
and whether any of
these agreements are expected to be material. If so, consider filing
them as exhibits. Refer
to Item 601(b)(10) of Regulation S-K.
4. Please balance your discussion of the 700 conditional pre-orders you
have received by
including a discussion in the negative factors considered by the board
of the reasons you
may not be able to realize the potential benefits of these orders. For
example, we note
your statement on page 55 that you do not expect to obtain approval
from the Federal
Aviation Administration and regulatory bodies in other countries and
commence
deliveries until 2027 at the earliest.
5. We note your risk factor on page 36 that the loss of your chief
executive officer may
adversely impact your business. However, it appears that following the
merger, the
officers of XTI will become the officers of the combined entity.
Please tell us how this
impacted the board s recommendation of the transaction.
Opinion of Gemini Valuation Services, page 77
6. Please revise to provide the disclosure required by Item
1015(b)(2)-(4) of Regulation M-
A.
XTI Business
The Market, page 133
7. We note your statement that you have received conditional pre-orders
for over 700
aircrafts. Please revise to discuss the geographic location of the
potential customers that
have placed pre-orders.
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 Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Nadir Ali
Inpixon
September 12, 2023
Page 3
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Austin
Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.
Sincerely,
FirstName LastNameNadir Ali
Division of
Corporation Finance
Comapany NameInpixon
Office of Technology
September 12, 2023 Page 3
cc: Blake Redwine
FirstName LastName