United States securities and exchange commission logo
September 14, 2020
James McEntee
President and Chief Financial Officer
FinTech Acquisition Corp. III Parent Corp.
c/o FinTech Acquisition Corp. III
2929 Arch Street, Suite 1703
Philadelphia, PA 19104-2870
Re: FinTech Acquisition
Corp. III Parent Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed September 4,
2020
File No. 333-240410
Dear Mr. McEntee:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 31, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-4, filed September
4, 2020
Risk Factors
Risks Relating to Paya s Business
"We rely on bank sponsors . . .", page 30
1. We note your response
to comment 4, including the following:
"Although the Company
does not believe that Paya is substantially dependent on any of
these contracts, it
does feel it is appropriate to highlight the discretion available to the
bank sponsors in these
contracts and the possibility that the termination of a sponsorship
could have an adverse
impact on the Company s business due to the need to transition
James McEntee
FinTech Acquisition Corp. III Parent Corp.
September 14, 2020
Page 2
services to an alternative provider. If any of these contracts were
terminated, the Company
believes it would be able to enter into alternative arrangements,
although the Company
may not be able to procure terms of an equal or more advantageous
nature. Additionally,
each of these contracts have wind down and de-conversion periods,
which the Company
believes would allow sufficient time for the Company to replace any of
the
aforementioned sponsors during such de-conversion periods. The Company
is unable to
predict with any certainty which terms might change in such
alternative arrangements."
To provide investors with context regarding the importance of these
agreements to Paya,
please amend your disclosure to include the substance of your
response, quoted above.
Proposal No. 1 The Business Combination Proposal
Background of the Merger, page 77
2. We note your response to comment 9 and your amended disclosure
throughout this
section; however, your amended disclosure is not completely responsive
to our comment.
Please amend your disclosure to discuss the negotiations surrounding
the percentages held
in the combined company by each party, including the Company, Seller,
and Blocker
Seller.
Proposal No. 2 The Charter Proposals
Vote Required for Approval, page 102
3. We note your response to comment 16, and your amended disclosure on
pages 100 and
102 of your filing. However, your response and amended disclosure are
not completely
responsive to our comment. Please consider unbundling the proposals
into separate
proposals so as to allow shareholders to vote separately on material
matters, or tell us why
you do not believe you are required to do so. Please refer to Rule
14a-4(a)(3) of
Regulation 14A, as well as Question 201.01 of the Division s
Exchange Act Rule 14a-
4(a)(3) Compliance and Disclosure Interpretations.
Information About Paya
Company Overview, page 134
4. We note your response to comment 19 that you "revised the disclosure on
page 134 of the
Draft Amendment to disclose the Company s basis for concluding that
Paya is a leading
FirstName LastNameJames McEntee
platform," but we were unable to find this revised disclosure. Please
disclose the measure
Comapany NameFinTech
by which Acquisition
you determined Corp.
that Paya is III Parent Corp.
a "leading platform." For
example, disclose
whether
September Paya Page
14, 2020 leads2its competitors by market share, transaction
volume, etc.
FirstName LastName
James McEntee
FirstName LastNameJames McEntee
FinTech Acquisition Corp. III Parent Corp.
Comapany 14,
September NameFinTech
2020 Acquisition Corp. III Parent Corp.
September
Page 3 14, 2020 Page 3
FirstName LastName
Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Derick S. Kauffman