SEC Comment Letter 0000000000-22-012333 to Motive Capital Corp II (CIK 0001885754)
Motive Capital Corp II (CIK 0001885754)
Date: Nov. 14, 2022 · CIK: 0001885754 · Accession: 0000000000-22-012333
AI Filing Summary & Sentiment
File numbers found in text: 001-41127
Letter
United States securities and exchange commission logo November 14, 2022 Kristy Trieste Chief Financial Officer Motive Capital Corp II 7 World Trade Center 250 Greenwich Street, Floor 47 New York, NY 10007 Re:Motive Capital Corp II Form 10-K for fiscal year ended December 31, 2021 Filed March 30, 2022 File No. 001-41127 Dear Kristy Trieste: We have reviewed your filing and have the following comment. 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 comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for fiscal year ended December 31, 2021 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require
FirstName LastNameKristy Trieste Comapany NameMotive Capital Corp II November 14, 2022 Page 2 FirstName LastName Kristy Trieste Motive Capital Corp II November 14, 2022 Page 2 you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Mark Rakip, Staff Accountant at 202.551.3573 or Isaac Esquivel, Staff Accountant at 202.551.3395 if you have questions regarding comments on the financial statements and related matters, as well as with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Evan D'Amico
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United States securities and exchange commission logo
November 14, 2022
Kristy Trieste
Chief Financial Officer
Motive Capital Corp II
7 World Trade Center
250 Greenwich Street, Floor 47
New York, NY 10007
Re:Motive Capital Corp II
Form 10-K for fiscal year ended December 31, 2021
Filed March 30, 2022
File No. 001-41127
Dear Kristy Trieste:
We have reviewed your filing and have the following comment. 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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for fiscal year ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
FirstName LastNameKristy Trieste
Comapany NameMotive Capital Corp II
November 14, 2022 Page 2
FirstName LastName
Kristy Trieste
Motive Capital Corp II
November 14, 2022
Page 2
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Mark Rakip, Staff Accountant at 202.551.3573 or Isaac Esquivel, Staff
Accountant at 202.551.3395 if you have questions regarding comments on the financial
statements and related matters, as well as with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Evan D'Amico