United States securities and exchange commission logo
January 26, 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. 2 to
Registration
Statement on Form S-4
Filed January 19,
2022
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
January 12, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cover Page
1. Refer to your response
to comment 1. Please revise the disclosure on the cover page to
clarify, if true, that
approximately $17.25 million is attributable to Motive's public
warrantholders. In this
regard, we note that the disclosure states that "approximately
$17.25 million . . . is
attributable to Motive's public shareholders."
Blythe Masters
FirstName LastNameBlythe Masters
Motive Capital Corp
Comapany
January 26,NameMotive
2022 Capital Corp
January
Page 2 26, 2022 Page 2
FirstName LastName
Summary of the Proxy Statement/Prospectus
Opinion of the Financial Advisor to Motive's Board of Directors, page 25
2. Refer to your response to comment 4. Please revise to define the term
"Aggregate
Merger Consideration" on page 25. In addition, revise the disclosure
on page 25 and
throughout to clarify that Houlihan Lokey's fairness opinion does not
address the fairness
of the Merger from a financial point of view for Motive's Public
Shareholders and Public
Warrantholders.
Risk Factors
Regulatory, Tax and Legal Risks
We have in the past, and will continue to be, subject to inquiries, exams,
investigations or
enforcement matters . . . ., page 62
3. Please revise to describe the SEC s order instituting cease and
desist proceedings pursuant
to section 8A of the Securities Act and Section 21C of the Exchange
Act In the Matter of
Equidate, Inc. and Equidate Holdings LLC dated December 6, 2016.
Risks Relating to the Domestication
The provisions of the proposed bylaws requiring exclusive forum in the Court of
Chancery . . . .,
page 85
4. Refer to your response to comment 11. Your disclosure that the choice
of forum
provision is intended to apply to fullest extent permitted by law to
the specified types of
actions and proceedings, including any derivative actions asserting
claims under state law
or federal securities laws appears to be inconsistent with Section 8
of Article VI of your
By-Laws of Pubco in Annex C, which states that the "the sole and
exclusive forum for any
complaint asserting a cause of action arising under the Securities Act
of 1933, to the
fullest extent permitted by law, shall be the federal district courts
of the United States of
America." Please revise for clarity and consistency. Further, we note
that Section 27 of
the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce
any duty or liability created by the Exchange Act. If this provision
does not apply to
actions arising under the Exchange Act, please amend your disclosure
and ensure that the
exclusive forum provision in the governing documents states this
clearly, or tell us how
you will inform investors in future filings that the provision does
not apply to any actions
arising under the Exchange Act. In addition, we note your response
that you have
amended the risk factor on page 75 and your disclosure on page 285 to
track the language
of the exclusive forum provision in the Warrant Agreement. Please
revise your disclosure
on page 75 and throughout to clarify that the exclusive forum
provision in the Warrant
Agreement does not apply to suits brought to enforce any liability or
duty created by the
Exchange Act, and please disclose whether the provision in the Warrant
Agreement
applies to suits brought to enforce a duty or liability under the
Securities Act.
Blythe Masters
FirstName LastNameBlythe Masters
Motive Capital Corp
Comapany
January 26,NameMotive
2022 Capital Corp
January
Page 3 26, 2022 Page 3
FirstName LastName
Information about Forge
Business Overview, page 201
5. Refer to your response to comment 15. Please revise your disclosure on
page 202 to
clarify that the metric regarding the number of trades you have
facilitated, includes, along
with SharesPost historical data from its inception, your historical
data from inception.
Similarly please revise your disclosure on page 202 regarding your
transaction volume by
clarifying that the data includes SharesPost historical data from its
inception and your
historical data from inception.
Forge's Differentiated Solutions
Forge Markets, page 205
6. We note your response comment 18 and have the following comments:
Please confirm that shares are not forward sold or sold subject
to contingencies
relating to the contractual obligations and/or transfer
restrictions.
Given the apparent issuer involvement in certain transactions,
please provide us with
your analysis as to why such transactions would not constitute a
primary offering of
the shares.
Forge Trust, page 208
7. Refer to your response to comment 16. You disclose that your average
custodial account
administration fee is $94 on a quarterly basis. Please briefly discuss
here the factors you
consider when setting the fees for an account. In this regard, we note
your disclosure on
page 228 that a flat fee is charged per account and additional fees
are charged based on
asset types held in accounts and additional services purchased by
account holders, such as
facilitating customers transactions with FDIC banks.
Our Growth Strategy, page 214
8. Refer to your response to comment 20. Please revise your disclosure on
page 214 to
disclose, as stated in your response letter, that "[w]hile Forge is
continually evaluating
international market expansion opportunities, it currently has no
definitive plans with
respect to specific international markets, timing or estimated costs
of such expansion." In
this regard, we note that your disclosure addresses only expansion of
the "on-the-ground
coverage" and not the expansion into additional international markets.
Forge's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Business Overview, page 220
9. Please revise to disclose that you operated under the name Equidate at
the time the
company was founded. Please include a discussion that describes the
rebrand disclosed
on page 229.
Blythe Masters
Motive Capital Corp
January 26, 2022
Page 4
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.
FirstName LastNameBlythe Masters Sincerely,
Comapany NameMotive Capital Corp
Division of Corporation
Finance
January 26, 2022 Page 4 Office of Finance
FirstName LastName