Skadden, Arps, Slate, Meagher & Flom llp

  525 University Avenue FIRM/AFFILIATE OFFICES
  Palo Alto, California 94301 -----------
  ________ BOSTON
  CHICAGO
  TEL: (650) 470-4500 HOUSTON
  FAX: (650) 470-4570 LOS ANGELES
  www.skadden.com NEW YORK
    WASHINGTON, D.C.

DIRECT DIAL

  WILMINGTON

(650) 470-4540

  -----------

DIRECT FAX

  BEIJING

(213) 621-5234

  BRUSSELS

EMAIL ADDRESS

  FRANKFURT

Gregg.Noel@SKADDEN.COM

  HONG KONG
    LONDON
    MOSCOW
    MUNICH
 

March 10, 2020 

PARIS
    SÃO PAULO
    SEOUL
    SHANGHAI
    SINGAPORE
    TOKYO
    TORONTO

  

VIA EDGAR

Pam Howell

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 

RE:Social Capital Hedosophia Holdings Corp. III

Registration Statement on Form S-1

Filed February 28, 2020

File No. 333-236776

 

Dear Ms. Howell:

 

On behalf of Social Capital Hedosophia Holdings Corp. III (the “Company” or “we”), in connection with the proposed initial public offering of the Company’s securities, we have filed today Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Amended Registration Statement”) in response to the comment of the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission received by letter dated March 5, 2020, concerning the Company’s Registration Statement on Form S-1 filed on February 28, 2020. The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comment as well as other updates.

 

Form S-1

 

Financial Statements, page F-1

 

 

U.S. Securities and Exchange Commission

March 10, 2020

Page 2

 

1.We note your response to comment 1. Please revise to include the unaudited financial information in a subsequent event footnote as we continue to question why the unaudited interim financial statements are appropriate.

 

The Company has revised the disclosure as requested. Please see the financial statements, including the notes thereto, included in the Amended Registration Statement.

 

*   *   *

 

 

U.S. Securities and Exchange Commission

March 10, 2020

Page 3

 

 

Please contact me at (650) 470-4540 should you require further information.

 

  Very truly yours,
   
  /s/ Gregg Noel
   
  Gregg Noel

 

 

 

cc:Social Capital Hedosophia Holdings Corp. III

Chamath Palihapitiya

 

cc:Shearman & Sterling LLP

Harald Halbhuber, Esq. and Ilir Mujalovic, Esq.