September 25, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, NE
Washington, D.C. 20549
| Attn: | Effie Simpson, Staff Accountant | |
Melissa Raminpour, Accounting Branch Chief Edward M. Kelly, Senior Counsel Asia Timmons-Pierce, Special Counsel |
| Re: | Forum Merger II Corporation |
| Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A | |
| Filed September 18, 2020 | |
| File No. 1-38615 |
Ladies and Gentlemen:
On behalf of our client, Forum Merger II Corporation (the “Company”), we are writing to submit the Company’s response to the comment of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced amendment no. 1 to preliminary proxy statement on Schedule 14A filed on September 18, 2020 (the “Proxy Statement”), contained in the Staff’s letter dated September 25, 2020 (the “Comment Letter”).
For ease of reference, the comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.
Amendment No.1 to Preliminary Proxy Statement on Schedule 14A filed September 18, 2020
General
| 1. | We note your response to comment two of our prior letter and reissue our comment in part. Please tell us the facts supporting your use of the exemption. |
Response: At the time of closing, there will be five Ittella Parent stockholders: (a) Salvatore Galletti, founder and CEO of Ittella Parent, (b) Project Lily, LLC, an entity of which Salvatore Galletti is the sole manager and has sole voting and investment power, (c) Stephanie Dieckmann, Ittella Parent’s long-time COO and, until very recently, CFO, (d) Pizzo Food Srls, an entity of which Giuseppe Bardari, Ittella Parent’s president of Italy operations, is the 100% owner and has sole voting and investment power, and (e) UMB Capital Corporation, an institutional investor in Ittella Parent for over a year. All five, in addition to their close ties to Ittella Parent, are accredited investors. Forum will be relying on Section 4(a)(2) of and Regulation D under the Securities Act of 1933 for exemptions from registration, and will file Form D in connection with the issuance.
United States Securities and Exchange Commission
September 25, 2020
Please do not hesitate to contact Elliott Smith at (212) 819-7644 of White & Case LLP with any questions or comments regarding this letter.
Sincerely,
/s/White & Case LLP
White & Case LLP
| cc: | Marshall Kiev, Forum Merger II Corporation |
David Boris, Forum Merger II Corporation