United States securities and exchange commission logo
February 8, 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. 3 to
Registration
Statement on Form S-4
Filed January 31,
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 26, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4
Risk Factors
Regulatory, Tax and Legal Risks
We have in the past, and will continue to be, subject to inquiries...,
page 63
1. Refer to your response
to comment 3. On page 63, you state that you have completely
ceased the transactions
described in the Order that were deemed to be security-based
swaps. Please revise to
clarify that the transactions addressed in the Order were found to
be security-based
swaps.
Blythe Masters
Motive Capital Corp
February 8, 2022
Page 2
Proposals No. 3A Through 3F -- The Non-Binding Organizational Documents
Proposals
Non-Binding Organizational Documents Proposal 3B -- Exclusive Forum Provision,
page 155
2. We note your revised disclosure that the exclusive forum provision of
your proposed
bylaws does not apply to any direct claims brought by New Forge's
shareholders on their
own behalf, or on behalf of any class of similarly situated
shareholders, under the
Exchange Act. Please 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 such actions under the Exchange Act.
In addition, we note
your revised disclosure that the Warrant Agreement requires that
Securities Act Claims
related to the Warrant Agreement be brought in the United States
District Court for the
Southern District of New York. However, Section 9.3 of the Warrant
Agreement is silent
as to claims brought under the Securities Act. Please revise for
clarity and consistency.
Information about Forge
Forge's Differentiated Solutions
Forge Markets, page 207
3. Refer to your response to comment 6. While we do not have any further
comments at this
time regarding your response, please confirm your understanding that
our decision not to
issue additional comments should not be interpreted to mean that we
either agree or
disagree with your response, including conclusions you have made,
positions you have
taken and practices you have engaged in with respect to this matter.
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
February 8, 2022 Page 2 Office of
Finance
FirstName LastName