Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
FAX: (212) 310-8007
August 10, 2018
VIA EDGAR TRANSMISSION
Amanda Ravitz
Assistant Director
Office of Manufacturing and Construction
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549-3561
Re: Gores Holdings III, Inc.
Amendment 2 to
Draft Registration Statement on Form S-1
Submitted May 15, 2018
CIK No. 0001720821
Dear Ms. Ravitz:
On behalf of our client, Gores Holdings III, Inc. a Delaware corporation (the “Company”), we submit this letter in response to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated June 11, 2018, relating to Amendment No. 2 to the Draft Registration Statement on Form S-1 of the Company (CIK No. 0001720821) confidentially submitted with the Commission on May 15, 2018. We are concurrently submitting via EDGAR the Registration Statement on Form S-1 (the “Registration Statement”). The changes reflected in the Registration Statement include those made in response to the Staff’s comments and other changes intended to update, clarify and render more complete the information set forth therein. We are sending to the Staff under separate cover copies of the Registration Statement, including copies marked to show the changes from the version confidentially submitted on May 15, 2018.
Set forth below are the Company’s responses to the Staff’s comments. For ease of reference, each of the Staff’s comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Registration Statement.
Amanda Ravitz
Securities and Exchange Commission
August 10, 2018
General
1. Please ensure that your cover page does not exceed one page in length as required Item 501(b) of Regulation S-K. The cover page should be limited to information required by Item 501 and other information that is key to an investment decision.
The Company acknowledges the Staff’s comment and confirms that the cover page does not exceed one page in length as required Item 501(b) of Regulation S-K and is limited to information required by Item 501 and other information that is key to an investment decision.
2. Please revise your disclosure to indicate the date through which subsequent events were evaluated. Refer to ASC 855-10-50-1a.
The Company acknowledges the Staff’s comment and has revised the disclosure on page F-13 accordingly.
Amanda Ravitz
Securities and Exchange Commission
August 10, 2018
Page 3
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Please contact the undersigned at (212) 310-8849 if you have any questions or need further information.
| Sincerely yours, |
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| /s/ Heather Emmel |
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| Heather Emmel |
cc: Mark R. Gores
Chief Executive Officer
Gores Holdings III, Inc.
Dale Welcome, Staff Accountant
W. John Cash, Accounting Branch Chief
Edward M. Kelly, Senior Counsel
Asia Timmons-Pierce, Special Counsel
Securities and Exchange Commission
Paul D. Tropp, Esq.
Freshfields Bruckhaus Deringer US LLP
