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United States securities and exchange commission logo
June 4, 2021
Scott Staples
Chief Executive Officer
FIRST ADVANTAGE CORP
1 Concourse Parkway NE, Suite 200
Atlanta, Georgia 30328
Re: FIRST ADVANTAGE
CORP
Registration
Statement on Form S-1
Filed May 28, 2021
File No. 333-256622
Dear Mr. Staples:
We have reviewed your 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.
Registration Statement on Form S-1 Filed May 28, 2021
Risk Factors
Our Sponsor controls us and its interests may conflict with yours in the
future., page 39
1. We note your disclosure
on page 144 that the stockholders agreement will grant your
Sponsor and its
affiliates and certain of their transferees certain governance rights for as
long as your Sponsor
and its affiliates and certain of their transferees maintain ownership
of at least 25% of your
outstanding common stock, including rights of approval over
certain corporate and
other transactions and the appointment of your chief executive
officer. Please enhance
your disclosure to describe the nature of the "corporate and other
transactions" to which
these shareholders have governance rights. Please also discuss the
risks related to this
provision, including any anti-takeover effects it may have, in your risk
factors.
Scott Staples
FIRST ADVANTAGE CORP
June 4, 2021
Page 2
Exhibit 5.1
2. Please remove the assumption that the primary shares will be validly
issued, fully paid and
nonassessable "when the Board of Directors of the Company has taken all
necessary
corporate action to authorize and approve the issuance of the Primary
Shares," as this
assumes a material fact underlying the "validly issued" opinion. Refer to
Staff Legal
Bulletin No. 19 Section II.B.3.a.
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.
Please contact Taylor Beech at 202-551-4515 or Mara Ransom at
202-551-3264 with any
questions.
Sincerely,
FirstName LastNameScott Staples
Division of
Corporation Finance
Comapany NameFIRST ADVANTAGE CORP
Office of Trade &
Services
June 4, 2021 Page 2
cc: Kenneth B. Wallach, Esq.
FirstName LastName