Decarbonization Plus Acquisition Corporation III
2744 Sand Hill Road, Suite 100
Menlo Park, California 94025
November 2, 2021
Division of Corporation Finance
Office of Manufacturing
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Re: | Decarbonization Plus Acquisition Corporation III |
Amended Registration Statement on Form S-4
Filed October 13, 2021
File No. 333-258681
Ladies and Gentlemen:
Set forth below is the response of Decarbonization Plus Acquisition Corporation III (the “Company,” “DCRC,” “we,” “us” or “our”) to an oral comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), with respect to the Company’s Amendment No. 2 to the registration statement on Form S-4, File No. 333-258681, filed with the Commission on October 13, 2021 (the “Amended Registration Statement”). Concurrently with the submission of this letter, the Company is filing an Amendment No. 3 to the Registration Statement (“Amendment No. 3”). The response includes information from Solid Power, Inc. (“Solid Power”) in response to the comment.
All references to page numbers and captions included in the responses correspond to Amendment No. 3, unless otherwise specified. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in Amendment No. 3.
Oral Comment to Amended Registration Statement
| 1. | We reissue comment 11 from our letter dated October 8, 2021. We note that Solid Power has agreed to develop solid state batteries with Ford Motor Company and BMW Group. Please elaborate on the obligations of Ford Motor Company and BMW Group under these agreements. |
RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure accordingly on pages 194-196 of Amendment No. 3.
* * * * *
Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629.
| Sincerely, | ||
| DECARBONIZATION PLUS ACQUISITION CORPORATION III | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Chief Financial Officer, Chief Accounting Officer & Secretary | |
Enclosures
| cc: | E. Ramey Layne, Vinson & Elkins L.L.P. |
Douglas Campbell, Solid Power, Inc.
Robert O’Connor, Wilson Sonsini Goodrich & Rosati, P.C.
Mark B. Bandler, Wilson Sonsini Goodrich & Rosati, P.C.
