Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800
Facsimile		direct dial number
(212) 818-8881		(212) 818-8638
		email address
		jgallant@graubard.com

 

October 9, 2020

 

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

Washington, D.C. 20549

 

Re:

Motion Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-1

Filed October 5, 2020

File No. 333-249061

 

Ladies and Gentlemen:

 

On behalf of Motion Acquisition Corp. (the “Company”), we hereby respond as follows to the comment letter from the staff of the Securities and Exchange Commission (the “Staff”) dated October 9, 2020, relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).

 

Amendment No. 1 to Registration Statement on Form S-1

 

Exhibit 4.4, page II-4

 

1.

We note that the form of warrant agreement filed as Exhibit 4.4 provides that the company agrees that any action, proceeding or claim against it arising out of or relating in any way to the agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, “which jurisdiction shall be exclusive.” If this provision requires investors in this offering to bring any such action, proceeding or claim in the courts of the State of New York or the United States District Court for the Southern District of New York, please disclose such provision in your registration statement, and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If the provision applies to actions arising under the Securities Act or Exchange Act, please also add related risk factor disclosure. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the provision in the warrant agreement states this clearly.

 

We have revised Section 9.3 of the Warrant Agreement to remove the reference to there being any exclusive jurisdiction relating to claims under the Warrant Agreement and re-filed such exhibit with the Registration Statement.

 

*************

 

 

Securities and Exchange Commission

October 9, 2020

Page 2

 

If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

 

	Sincerely,
	/s/ Jeffrey M. Gallant
	Jeffrey M. Gallant

 

cc:

Michael Burdiek