DLA Piper LLP (US) | |
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Steven D. Pidgeon | |
steven.pidgeon@dlapiper.com | |
T 480.606.5124 | |
F 480.606.5524 |
October 26, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Judiciary Plaza
Washington, D.C. 20549
Attention: | Asia Timmons-Pierce |
Jay Ingram
Eiko Yaoita Pyles
Jean Yu
Re: | Lionheart III Corp |
Amendment No. 2 to Registration Statement on Form S-1
Filed October 13, 2021
File No. 333-254479
Ladies and Gentlemen:
This letter is submitted on behalf of Lionheart III Corp (the “Company”) in response to the comments of 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-1 filed on October 13, 2021 (the “Registration Statement”), as set forth in your letter dated October 22, 2021 addressed to Ophir Sternberg, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing pre-effective Amendment No. 3 to the Registration Statement (“Amendment No. 3”), which includes changes that reflect responses to the Staff’s comments.
The responses provided herein are based upon information provided to DLA Piper LLP (US) by the Company. For reference purposes, the text of the Comment Letter has been reproduced herein with the response below the Staff comment. For your convenience, we have italicized the reproduced Staff comment from the Comment Letter. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 3.
General
1. | We note your disclosure that the Sponsor will make certain contributions for each extension in exchange for a non-interest bearing, unsecured promissory note. Please prominently disclose the circumstances in which the notes will be repaid. Please consider appropriate risk factor disclosure. |
Response: The Company acknowledges the Staff’s comment and has modified its disclosure on pages 15 and 30 of Amendment No. 3.
[Signature page immediately follows.]
United States Securities and Exchange Commission
October 26, 2021
Page 2
If you have any questions regarding the foregoing responses or otherwise, please do not hesitate to call me at (480) 606-5124.
Sincerely, | ||
DLA Piper LLP (US) | ||
/s/ Steven D. Pidgeon | ||
Steven D. Pidgeon | ||
Partner |
CC: | Ophir Sternberg |
Stephen P. Alicanti, Esq.