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United States securities and exchange commission logo
March 11, 2021
Erik Anderson
Chief Executive Officer
Decarbonization Plus Acquisition Corp III
2744 Sand Hill Road
Menlo Park, CA 94025
Re: Decarbonization
Plus Acquisition Corp III
Registration
Statement on Form S-1
Filed February 12,
2021
Amendment No. 1 to
Registration Statement on Form S-1
Filed March 1, 2021
Dear Mr. Anderson:
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.
Form S-1 filed February 12, 2021 and Form S-1/A filed March 1, 2021
General
1. We note that you have
granted the underwriters an over-allotment option to purchase up
to an additional
5,250,000 units, which consist of 5,250,000 shares of Class A common
stock and 1,000,000
warrants, as disclosed in Note 2 to the fee table. However, it appears
that the number of
warrants here appears incorrect, based upon your disclosure elsewhere
that each unit consists
of one share of your Class A common stock and one-third of one
warrant. Please revise
or advise.
Erik Anderson
FirstName LastNameErik Anderson
Decarbonization Plus Acquisition Corp III
Comapany
March NameDecarbonization Plus Acquisition Corp III
11, 2021
March2 11, 2021 Page 2
Page
FirstName LastName
Dilution, page 70
2. Please revise to disclose the immediate dilution to public
stockholders from this offering.
Refer to Item 506(c) of Regulation S-K.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Michael Henderson, Staff Accountant, at (202) 551-3364
or Robert
Klein, Staff Accountant, at (202) 551-3847 if you have questions regarding
comments on the
financial statements and related matters. Please contact David Lin, Staff
Attorney, at (202) 551-
3552 or Sandra Hunter Berkheimer, Legal Branch Chief, at (202) 551-3758 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance