CORRESP 1 filename1.htm

 

November 1, 2021

 

VIA EDGAR

 

Office of Technology

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:Asia Timmons-Pierce

 

Re:Lionheart III Corp
Registration Statement on Form S-1
File No. 333-254479

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Lionheart III Corp that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on November 2, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, DLA Piper LLP (US), request by telephone that such Registration Statement be declared effective.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that, as of the date hereof, we expect to distribute approximately 300 copies of the preliminary prospectus dated October 26, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.

 

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

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[Signature Page Follows]

 

 

 

 

  Very truly yours,
   
  NOMURA SECURITIES INTERNATIONAL, INC.
  as representative of the several underwriters
     
  By: /s/ James Chernard
  Name: James Chernard
  Title: Managing Director

 

[Signature Page to Underwriters’ Acceleration Request Letter]