United States securities and exchange commission logo
July 27, 2020
David Boris
Co-Chief Executive Officer
Forum Merger III Corporation
1615 South Congress Avenue, Suite 103
Delray Beach, FL 33445
Re: Forum Merger III
Corporation
Draft Registration
Statement on Form S-1
Submitted July 2,
2020
CIK 0001784168
Dear Mr. Boris:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments we may ask you to provide us information so that we
may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe that our comments apply to your facts and
circumstances or do
not believe that an amendment is appropriate, please tell us why in your
response.
After reviewing the information that you provide in response to
these comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted July 2, 2020
Calculation of registration fee table, page 1
1. Indicate by footnote
which subparagraph of Rule 457 the company used to calculate the
registration fee.
Prospectus' Outside Front Cover Page, page 1
2. For greater clarity,
consider combining in a single sentence the disclosure that your
sponsor and the
underwriters have agreed to purchase an aggregate of 741,250 units in a
private placement and
the disclosure that your sponsor has agreed to purchase 616,250
private placement units
and the underwriters have agreed to purchase 125,000 private
placement units.
David Boris
Forum Merger III Corporation
July 27, 2020
Page 2
Founder shares, page 13
3. Please refer to the second bullet on page 13. Please revise here and
elsewhere to clarify
what number and percentage of shares would be needed to approve a
transaction,
assuming the minimum quorum were present.
You will not have any rights or interests in funds from the trust account...,
page 36
4. We note the disclosure that investors will be entitled to funds from the
trust account "only
upon the earliest to occur" of the events you list. If an investor who
does not seek to
redeem shares in connection with the event listed in (ii) will not be
permitted to redeem
shares in connection with a later event, please revise to clarify.
Likewise, if an investor
who does not seek to redeem in connection with the event listed in (i)
will not be
permitted to redeem shares in connection with the event listed in (iii),
please state so
directly.
Number and Terms of Office of Officers and Directors, page 103
5. Please reconcile your disclosure here and on pages 53 and 100 with your
disclosure on
page 128 regarding how many classes of directors you will have.
You may contact Effie Simpson, Staff Accountant, at (202) 551-3346 or
Jean C. Yu,
Assistant Chief Accountant, at (202) 551-3305 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with
any other
questions.
Sincerely,
FirstName LastNameDavid Boris
Division of
Corporation Finance
Comapany NameForum Merger III Corporation
Office of
Manufacturing
July 27, 2020 Page 2
cc: Joel L. Rubinstein, Esq.
FirstName LastName