Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
FAX: (212) 310-8007
December 31, 2020
VIA EDGAR TRANSMISSION
Office of Telecommunications
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549-3561
Re: | Fortress Value Acquisition Corp. III |
Amendment No. 1 to Registration Statement on Form S-1 |
Submitted December 23, 2020 |
File No. 333-250817 |
Ladies and Gentlemen:
On behalf of our client, Fortress Value Acquisition Corp. III, a Delaware corporation (the Company), we submit this letter in response to the comment of the staff (the Staff) of the Securities and Exchange Commission (the Commission) contained in its letter dated December 30, 2020, relating to Amendment No. 1 to the Registration Statement on Form S-1 of the Company (File No. 333-250817) filed with the Commission on December 23, 2020 (the Registration Statement). We are concurrently filing via EDGAR amendment no. 2 to the Registration Statement (Amendment No. 2). The changes reflected in Amendment No. 2 include those made in response to the Staffs comments.
Set forth below are the Companys responses to the Staffs comments. For ease of reference, the Staffs comments are reproduced below in bold and each is followed by the Companys response.
Risk Factors, page 32
1. | We note the exclusive forum provision in Exhibit 4.4, Section 9.3 (Form of Warrant Agreement). In a new risk factor, please describe the provision including any risks or other impacts on investors and whether it applies to claims under the Securities Act or Exchange Act. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also 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 Securities Act or Exchange Act. |
Securities and Exchange Commission
December 31, 2020
Page 2
We acknowledge the Staffs comment, and have revised Section 9.3 of Exhibit 4.4 to clarify that the submission to the jurisdiction of the courts of the State of New York or the United States District Court for the Southern District of New York is not exclusive. As revised, Exhibit 4.4 does not contain any exclusive jurisdiction provision, including for claims that arise under the Securities Act or Exchange Act. As a result of the foregoing revisions, we do not believe that any additional disclosure, including risk factor disclosure, is appropriate.
Consent, page EX-23
2. | Please amend your filing to include an updated consent from your auditor which includes the correct date of the auditors report. |
We acknowledge the Staffs comment and have submitted a revised auditor consent.
* * * * *
Please contact the undersigned at (212) 310-8971 if you have any questions or need further information.
Sincerely yours, |
/s/ Alexander Lynch |
Alexander Lynch |
cc: | Andrew A. McKnight |
Chief Executive Officer |
Fortress Value Acquisition Corp. III |
Howard Efron, SEC |
Kristina Marrone, SEC |
Todd K. Schiffman, SEC |
Pam Long, SEC |
Skadden, Arps, Slate, Meagher & Flom LLP |
Gregg A. Noel, Esq. |
Michael Mies, Esq. |
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