United States securities and exchange commission logo
June 7, 2021
David Boris
Co-Chief Executive Officer
Forum Merger III Corporation
1615 South Congress Avenue, Suite 103
Delray Beach, Florida 33445
Re: Forum Merger III
Corporation
Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
Filed May 27, 2021
File No. 001-39457
Dear Mr. Boris:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A filed May
27, 2021
Unaudited Pro Forma Condensed Combined Statement of Operations for the
Three Months
Ended March 31, 2021
Adjustment (BB), page 95
1. Based upon your
footnote, it appears to us that pro forma adjustment (BB) should be $2.5
million. Please revise
your document or tell us why the current amount is appropriate.
Adjustment (CC), page 95
2. We note that your pro
forma adjustment for interest income (expense) for the three-month
period ended March 31,
2021 is the same amount as adjustment (KK) for the year ended
December 31, 2020.
Please tell us how these amounts are the same given the difference in
time periods.
David Boris
FirstName LastNameDavid Boris
Forum Merger III Corporation
Comapany
June 7, 2021NameForum Merger III Corporation
June 7,
Page 2 2021 Page 2
FirstName LastName
Comparative Share Information, page 101
3. You present basic and diluted income (loss) per share for Class A
redeemable common
stock of $0.50 for the three months ended March 31, 2021. It appears
to us, however, that
this amount should be $0.00 as reported on pages F-27 and F-36. Please
reconcile these
amounts and revise your presentation accordingly.
4. Please revise the first line item to say net income (loss) since you
report net income for
Forum for the three months ended March 31, 2021.
The Company's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 182
5. Please reinstate the narrative of your results of operations and
liquidity and capital
resources for the year ended December 31, 2020, such that your MD&A
reflects both the
results of the full year 2020 and the interim period ended March 31,
2021.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Dale Welcome, Staff Accountant, at 202-551-3865 or Kevin
Stertzel,
Staff Accountant, at 202-551-3723 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Jared Coppotelli