United States securities and exchange commission logo
September 21, 2021
Lyndon Lea
President and Chief Executive Officer
Leo Holdings III Corp.
Albany Financial Center, South Ocean Blvd, Suite #507
P.O. Box SP-63158
New Providence, Nassau, The Bahamas
Re: Leo Holdings III
Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed September 3,
2021
File No. 333-257997
Dear Mr. Lea:
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 23, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1. We reissue comment 1.
Your revisions lengthened the cover page and did not clarify the
presentation in
paragraph four of the consideration to be received.
The Director Election Proposal, page 7
2. We reissue comment 4.
We note the disclosure on page 7 does state that "Prior to the
closing of a Business
Combination (as defined in the Articles of Association), only the
holders of Class B
ordinary shares are entitled to vote on the Director Election Proposal."
Highlight here and in
the other introductory sections of the prospectus that this vote, in
Lyndon Lea
FirstName LastNameLyndon Lea
Leo Holdings III Corp.
Comapany 21,
September NameLeo
2021 Holdings III Corp.
September
Page 2 21, 2021 Page 2
FirstName LastName
fact, does take place before the business combination, such that only
the Class B
shareholders are entitled to vote, and, as you stated in your
response, they have already
agreed to vote in favor of the nominated directors.
Interests of Leo Directors and Executive Officers in the Business Combination,
page 18
3. We reissue comment 5 to the extent you have not quantified all the
information in this
section. For example, quantify the out-of-pocket expenses for which
they await
reimbursement, unpaid fees due, loans and any accrued interest. Revise
the introduction
to clarify that you have disclosed all financial interests.
Background to the Business Combination, page 116
4. We reissue comment 6. Provide the background of your discussions with
other potential
targets, including when in the process you identified targets,
contacted them, entered into
non-disclosure agreements, conducted due diligence and discussions, to
the extent
applicable, and you or the other party determined not to go forward
with a transaction.
5. We reissue comment 7 to the extent you do not summarize the initial
terms exchanged
between the parties on or before March 16, 2021.
6. We reissue comment 10 to the extent you did not quantify the impact.
Local Bounty Projected Financial Information, page 131
7. We note your response to comment 13. Regarding the disclosure on page
133, please
clarify how the financial projections were revised to reflect material
updates to Local
Bounty's business during the course of negotiations and yet the final
version provided on
May 11, 2021 did not materially differ from those provided in March
2021.
Summary of Leo Financial Analysis, page 133
8. We reissue comments 15 and 16. You have disclosed the data and
explained that the
Board determined that it reflected favorably on the transaction.
Revise to clarify what
aspects of the data the Board applied to reach its conclusion or how
the board used the
data to reach its conclusion.
Material U.S. Federal Income Tax Consequences of the Domestication to Leo
Shareholders,
page 193
9. We reissue comment 17 to the extent that you have not provided a tax
opinion with
respect to all the material tax consequences, including the PFIC
status and effects of
Section 367 on holders in connection with the transaction. Refer to
Section III.C.4 of
Staff Legal Bulletin No. 19 for guidance on explaining why you cannot
give a "will"
opinion and instead explaining what the tax consequences "should" be
or are "more likely
than not" to be, and describing the degree of uncertainty in your
opinion. In particular,
note footnote 44 with respect to PFIC status. Revise your opinion on
page 196 and
Lyndon Lea
Leo Holdings III Corp.
September 21, 2021
Page 3
elsewhere, as applicable, to state the consequences as "should" or "will"
rather than
"should generally."
10. On page 194, you continue to state that "this summary is for general
information purposes
only," is not "legal or tax advice" and that security holders should
consult their tax
advisors regarding the specific tax consequences of various aspects of
the transactions.
Security holders are entitled to rely on your disclosure. Revise to
eliminate these
inappropriate disclaimers and clarify that you have disclose the material
tax
consequences. You may recommend that security holders consult their own
advisors with
respect to the particular tax consequences of the transactions, which may
vary. For
guidance, refer to Section III.D. of Staff Legal Bulletin No. 19.
You may contact Christine Torney at (202) 551-3652 or Kevin Kuhar at
(202) 551-3662
if you have questions regarding the financial statements and related matters.
Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other
questions.
Sincerely,
FirstName LastNameLyndon Lea
Division of
Corporation Finance
Comapany NameLeo Holdings III Corp.
Office of Life
Sciences
September 21, 2021 Page 3
cc: Christian O. Nagler
FirstName LastName