Switchback III Corporation
5949 Sherry Lane, Suite 1010
Dallas, TX 75225
June 29, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-3561
Re: Switchback III Corporation
Registration Statement on Form S-1 (File No. 333-253590)
Request to Withdraw Registration Statement
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Switchback III Corporation, a Delaware corporation (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Registrant’s Registration Statement on Form S-1 (File No. 333-253590), together with all exhibits thereto (the “Registration Statement”), because the Registrant has elected to abandon the transactions subject thereto. The Registration Statement has not been declared effective by the Commission, and no securities have been sold thereunder. Therefore, the Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act.
The Company acknowledges that no refund will be made for fees paid to the Commission in connection with filing the Registration Statement.
Should you have any questions regarding this matter or need any additional information, please contact the Registrant’s legal counsel, E. Ramey Layne or Douglas E. McWilliams of Vinson & Elkins L.L.P., at (713) 758-4629 or (713) 758-3613, respectively. We also respectfully request that a copy of the Commission’s order granting withdrawal of the Registration Statement be sent to Ramey Layne at rlayne@velaw.com and Douglas McWilliams at dmcwilliams@velaw.com. Thank you for your assistance.
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Sincerely, |
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Switchback III Corporation |
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By: | | /s/ Jim Mutrie |
| | Jim Mutrie |
| | Co-Chief Executive Officer and Director |