United States securities and exchange commission logo
January 12, 2022
Blythe Masters
Chief Executive Officer
Motive Capital Corp
7 World Trade Center
250 Greenwich Street, FL 47
New York, NY 10007
Re: Motive Capital Corp
Amendment No. 1 to
Registration
Statement on Form S-4
Filed December 17,
2021
File No. 333-260104
Dear Mr. Masters:
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
November 3, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1. Refer to your response
to comment 1. Please disclose the cash value that the public
shareholders, public
warrantholders and Sponsor will receive in connection with Merger.
Blythe Masters
FirstName LastNameBlythe Masters
Motive Capital Corp
Comapany
January 12,NameMotive
2022 Capital Corp
January
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Questions and Answers about the Merger
How do the Motive Public Warrants differ from the Motive Private Warrants and
what are the
related risks for any holders of . . . ., page 11
2. Refer to your response to comment 6. Please revise to clearly describe
the steps the
combined company will take to notify all shareholders, including
beneficial owners,
regarding when the warrants become eligible for redemption.
Motive's Board of Directors' Reasons for the Approval of the Business
Combination, page 21
3. Refer to your response to comment 15. Please update to disclose
Forge's net losses for the
nine months ended September 30, 2021 in the fourth bullet point on
page 21.
Opinion of the Financial Advisor to Motive's Board of Directors, page 23
4. Refer to your response to comment 17 that your fairness opinion does
not address
shareholders or a group of shareholders individually or in the
aggregate and addresses
only fairness to the company. Please revise here and throughout to
emphasize and clarify
that the fairness opinion does not address the fairness of the
consideration that the
shareholders will receive and addresses only the fairness to the
company.
Other Agreements
Forge Shareholder Support Agreement, page 25
5. Refer to your response to comment 18. Please disclose the percentage
of votes held by the
Supporting Forge Shareholders and the percentage of votes required for
Forge to approve
the Merger and the transactions contemplated by the Merger Agreement.
Summary of the Proxy Statement/Prospectus
Ownership of Motive Following the Business Combination, page 25
6. Refer to your response to comment 3. Please disclose the approximate
dollar value of the
Sponsor's total potential ownership interest in the combined company
assuming exercise
and conversion of all securities based on the transaction value and
recent trading prices as
compared to the price paid.
Organizational Structure
After the Business Combination, page 28
7. Refer to your response to comment 19. Please revise to show the
percentage of ownership
held by the A&R FPA Investors. In addition, we note that Forge
Financial Holdings Inc.
holds over 50% of SharesPost China Limited. Please disclose where this
company is
incorporated.
Blythe Masters
FirstName LastNameBlythe Masters
Motive Capital Corp
Comapany
January 12,NameMotive
2022 Capital Corp
January
Page 3 12, 2022 Page 3
FirstName LastName
Risk Factors
Risks Related to the Operation of Our Business
There is no assurance that our revenue and business models will be successful,
page 47
8. Refer to your response to comment 36. Please disclose here that you
maintain that the
transaction prices are information belonging to Forge. In addition,
address the risks
related to your data policy and how this could impact your Data
Services and Markets
offering or tell us why you no longer view this as a material risk.
Regulatory, Tax and Legal Risks, page 54
9. Please addresses the potential risks to your business if the laws and
regulations relating
to the private capital markets were to undergo changes resulting in
increased oversight or
disclosure obligations.
We have expanded and may continue to expand into international markets . . . .,
page 55
10. Refer to your response to comment 23. Please disclose here and in the
Information About
Forge section the specific business operations of Forge in Hong Kong
and the materiality
of your Hong Kong clients to your business, and consider the issues
and risks addressed in
the Sample Letter to China-Based Companies located on our website and
revise your
disclosure accordingly. Please tell us whether a majority of your
operations are in China
or Hong Kong. Also, please revise your risk factors section to
disclose the specific risks
related to your business operations in Hong Kong, including a
discussion of the impact if
certain PRC laws and regulations were to become applicable in Hong
Kong, the risk that
your subsidiary could become subject to direct oversight of the PRC
government at any
time due to changes in laws as well as recent policy pronouncements by
the PRC
government regarding business activities of US-listed Chinese
businesses. In addition,
please revise your disclosure on page 200 to describe the material
terms of your
distribution and outsourcing agreement with Rockpool Capital Limited
as well as a
description of Type 1 business as set forth under the rules of the
SFC.
Risks Relating to the Domestication
The provision of the proposed bylaws required exclusive forum . . . ., page 78
11. Refer to your response to comment 30. Please revise your disclosure
here, if true, to state
that the Proposed Bylaws identify the federal district courts of the
United States as the
sole and exclusive forum for any complaint asserting a cause of action
arising under the
Securities Act of 1933. In this regard, we note that your disclosure
on pages 139, 140,
143, 263, 265 and C-16 appears to be inconsistent with your response
that the Proposed
Bylaws will specify that the exclusive forum provision will not apply
to suits brought to
enforce a duty or liability created by the Securities Act or Exchange
Act as the provision
identifies the federal district courts as the exclusive forum for any
complaint asserting a
cause of action arising under the Securities Act. Please advise and
revise accordingly. In
Blythe Masters
Motive Capital Corp
January 12, 2022
Page 4
addition, please disclose that investors cannot waive compliance with
the federal
securities laws and the rules and regulations thereunder.
Extraordinary Meeting of Shareholders
Purpose of the Extraordinary Meeting, page 94
12. Please disclose here and throughout a summary of each of the
separately presented
proposals that comprise the Non-Binding Organizational Documents
Proposals.
Proposals No. 3A through 3F - The Non-Binding Organizational Proposals
Non-Binding Organizational Documents Proposal 3C - Adoption of Supermajority
Vote
Requirements to Amend the Proposed Organizational Document, page 139
13. Refer to your response to comment 31. Please expand your descriptions
of Articles V, VI,
VII, VIII, and IX of the Proposed Charter so that investors understand
each of these
provisions.
U.S. Federal Income Tax Considerations, page 159
14. Refer to your response to comment 32. Please confirm your
understanding that you are
required to file a signed tax opinion from counsel pursuant to Item
601(b)(8) of
Regulation S-K prior to effectiveness. After you have filed the signed
tax opinion, please
revise your disclosure on page 160 accordingly.
Information About Forge
Business Overview, page 182
15. Refer to your response to comment 33. On page 183, you disclose
metrics, including the
number of trades facilitated in over 400 companies in 70 countries
measured "[s]ince
[y]our inception, together with the historical businesses and
companies [you] have
acquired." Please revise your disclosure on page 183 to state the date
of your inception
and the historical periods of the businesses and companies you have
acquired that are
included in the disclosure noted above.
16. Refer to your response to comment 34. You state that over the last
twelve months ending
June 30, 2021, the placement fees that you charged buyers and/or sellers
on Forge
Markets averaged 3.1%. Please revise to state the average and the range
of the placement
FirstName LastNameBlythe Masters
fees charged on Forge Markets for the fiscal year ended December 31,
2020 and the nine
Comapany NameMotive
months Capital 30,
ended September Corp2021. In addition, please disclose the
range of fees you
charge for custodial
January 12, 2022 Page 4 administration.
FirstName LastName
Blythe Masters
FirstName LastNameBlythe Masters
Motive Capital Corp
Comapany
January 12,NameMotive
2022 Capital Corp
January
Page 5 12, 2022 Page 5
FirstName LastName
Forge's Differentiated Solutions
Forge Markets, page 187
17. Refer to your response to comment 35. On page 187, you state that you
have a process
designed to ascertain whether an exemption from registration is
available for the
transactions Forge facilitates. Please disclose the process.
18. We note your response to comment 37 and reissue the comment in part.
Please explain
the impact of issuer contractual obligations and/or transfer
restrictions on the structure and
mechanics of the transactions, including in situations where such
obligations and/or
restrictions are not satisfied or otherwise waived. Please also
explain the role of the issuer
in these transactions, including whether such approval is required in
all cases.
19. Please disclose here that, from the indication of interest match to
close, direct secondary
transactions and SPV transactions take an average of 50 days to
complete.
Our Growth Strategy, page 196
20. Refer to your response to comment 41. Please disclose your current
plans to expand on-
the-ground coverage in Asia and Europe, including the specific
locations currently
considered, the timing of such expansion or the current stage of
planning any such
expansion, and the estimated costs of such expansion, if known. In
addition, please
disclose the current international markets in which you offer your
products and services
and the international markets in which you may expand, the timing of
such expansion or
the current stage of planning of expansion into additional
international markets, and the
estimated cost of expanding into additional markets, if known.
Management of New Forge After the Business Combination
2020 Summary Compensation Table, page 234
21. Please update your compensation disclosure to reflect the most
recently completed fiscal
year.
Description of New Forge Capital Stock
Forward Purchase Securities, page 263
22. Refer to your response to comment 48. Please revise to clarify whether
units purchased
by the Motive Fund Vehicles pursuant to the forward purchase agreement
separate into
the respective shares of common stock and warrants. In addition,
please clarify whether
the Motive Public Warrants included in the forward purchase agreement
have the same
material terms as the Domestication Public Warrants, and, if not,
please disclose the
material terms of the Motive Public Warrants.
Blythe Masters
FirstName LastNameBlythe Masters
Motive Capital Corp
Comapany
January 12,NameMotive
2022 Capital Corp
January
Page 6 12, 2022 Page 6
FirstName LastName
You may contact John Spitz at 202-551-3484 or Michael Volley at
202-551-3437 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Erin Purnell at 202-551-3454 with
any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Finance