TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 9, 2020 Michael Burdiek Chief Executive Officer Motion Acquisition Corp. The Chrysler Building 405 Lexington Avenue New York, NY 10174 Re: Motion Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed October 5, 2020 File No. 333-249061 Dear Mr. Burdiek: 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. 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 Michael Burdiek Motion Acquisition Corp. October 9, 2020 Page 2 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. You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721 or Ethan Horowitz, Accounting Branch Chief, at (202) 551-3311 if you have questions regarding comments on the financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her absence, Karina Dorin, Attorney-Adviser, at (202) 551-3763 with any other questions. Sincerely, FirstName LastNameMichael Burdiek Division of Corporation Finance Comapany NameMotion Acquisition Corp. Office of Energy & Transportation October 9, 2020 Page 2 cc: Jeffrey Gallant FirstName LastName