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United States securities and exchange commission logo
August 4, 2023
R. Wayne Prejean
Chief Executive Officer
Drilling Tools International Corporation
3701 Briarpark Drive, Suite 150
Houston, Texas 77042
Re: Drilling Tools
International Corporation
Registration
Statement on Form S-1
Filed July 20, 2023
File No. 333-273348
Dear R. Wayne Prejean:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 July 20, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Company Overview, page 57
1. In light of the
significant number of redemptions, expand your discussion of capital
resources to address
any changes in the company s liquidity position since the business
combination. To provide
context, disclose the percentage of redemptions, the remaining
amount in the trust
account after redemptions and the aggregate expenses from the
business combination
transaction. If the company is likely to have to seek additional
capital, discuss the
effect of this offering on the company s ability to raise additional
capital.
R. Wayne Prejean
FirstName LastNameR. Wayne Prejean
Drilling Tools International Corporation
Comapany
August NameDrilling Tools International Corporation
4, 2023
August
Page 2 4, 2023 Page 2
FirstName LastName
2. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that HHEP-Directional, L.P., a beneficial owner of
over 53.5% of your
outstanding shares, will be able to sell all of its shares for so long
as the registration
statement of which this prospectus forms a part is available for use.
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 Rule 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 Alexandra Barone, Staff Attorney, at (202) 551-8816 or
Kathleen Krebs,
Special Counsel, at (202) 551-3350 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Will Anderson