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United States securities and exchange commission logo
November 16, 2020
Chamath Palihapitiya
Chief Executive Officer
Social Capital Hedosophia Holdings Corp. III
317 University Ave, Suite 200
Palo Alto, California 94301
Re: Social Capital
Hedosophia Holdings Corp. III
Registration
Statement on Form S-4
Filed October 20,
2020
File No. 333-249558
Dear Mr. Palihapitiya:
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.
Form S-4 filed October 20, 2020
Cover Page
1. Please expand your
cover page to disclose the dual class stock structure.
Questions and Answers for Shareholders of SCH, page viii
2. Address and highlight
early in this section the changes in voting power and equity stake of
current SCH public
stockholders as a result of the Business Combination. Make similar
changes to the Summary.
We note current Clover shareholders will hold 68% of the equity
and 95% of the voting
power in the combined entity.
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Hedosophia Holdings Corp. III
Comapany 16,
November NameSocial
2020 Capital Hedosophia Holdings Corp. III
November
Page 2 16, 2020 Page 2
FirstName LastName
Will the Company obtain new financing in connection with the Business
Combination?, page xiii
3. We note that you plan to issue shares of Clover Health Class A Common
Stock to the
PIPE Investors. Please tell us what exemption from the Securities Act
you are relying
upon and the facts supporting your use of the exemption.
Prospectus Summary, page 1
4. Please specifically explain your repeated use of the term "Obvious" as
used to describe
your Medicare Advantage plans, when you first use the term in the
Summary, on page 1.
5. Please include the basis for the statement on page 1 that you "have
the highest
membership growth rate among Medicare Advantage plans in the United
States" or
advise. Please also provide us with the basis for the statement on
page 1 that your plans
are "highly affordable," or revise to state this is your belief.
6. Please summarize the most significant risk factors in your summary on
page 22, for
example, Clover's net losses, the concentration of 98% of Clover's
business in two
metropolitan areas; Clover's international outsourcing; lack of a
third party valuation for
the Business Combination; conflicts of interest of the Sponsor and
SCH's officers and
directors; dilution; and litigation risk.
7. Please provide a graphic illustration of the ownership structure
before and after the
Business Combination including voting power and equity stakes.
Ownership of Clover Health following Business Combination, page 11
8. Expand to address here or in a separate subsection the dual class
stock structure
and implied voting power for the SCH public stockholders as compared
to the other
categories of stockholders.
Interests of SCH s Directors and Executive Officers in the Business
Combination, page 15
9. Please also quantify here, and where similar disclosure appears in the
main section, the
value or amount of:
the 10,933,333 private placement warrants purchased by the Sponsor
that will expire
if the transaction is not completed;
Mr. Palihapitiya s indirect economic interest in the Business
Combination pursuant to
his affiliation with the entity that made a passive investment in
Clover in 2015 in the
amount of $500,000 and its participation in the PIPE Investment as
a Sponsor Related
PIPE Investor in connection with the Business Combination;
any out-of-pocket expenses to be reimbursed to the Sponsor,
officers, directors or
affiliates. We note disclosure on page 317 that that there is no
cap or ceiling on the
reimbursement of out-of-pocket expenses incurred by such persons
in connection
with activities on SCH s behalf.
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Hedosophia Holdings Corp. III
Comapany 16,
November NameSocial
2020 Capital Hedosophia Holdings Corp. III
November
Page 3 16, 2020 Page 3
FirstName LastName
Interests of Clover s Directors and Officers in the Business Combination,
page 19
10. Please quantify the total value of each category of interests of
insiders in the business
combination and provide full details in the main cross-referenced
sections.
Selected Historical Financial Information of SCH, page 23
11. Please revise here, and on page 24 (Selected Historical Financial
Information of Clover),
to include historical book value per share amounts. Refer to Item 301
of Regulation S-K
and the guidance in Part I (Item 3 and the related instructions) of
Form S-4.
Background to the Business Combination, page 122
12. We note the statement that this merger was "the result of an extensive
search for a
potential transaction using the network, investing and operating
experience of our
management team, including our board of directors," and that "SCH s
management team
evaluated over 300 potential business combination targets, made
contact with
representatives of more than 50 such potential combination targets to
discuss the potential
for a business combination transaction and entered into non-disclosure
agreements with 13
such potential business combination targets." We also note that
meetings to consider a
business combination began on May 1, 2020 and soon thereafter, on June
3,
negotiations with Clover seem to have begun to the exclusion of any
other target
considerations, as your disclosure focuses on Clover and provides no
disclosure on other
specific targets considered in your "extensive search." Please
reconcile and briefly revise
or expand to clarify the time periods and extent of consideration of
other targets identified
and considered in your search and briefly the reasons they were
eliminated as candidates.
13. Please expand disclosures to clarify how specifically SCH management
determined the
enterprise value of Clover to conclude that $3.2 billion and then $3.5
billion were fair
valuations.
Projected Financial Information, page 141
14. Your disclosure on Clover's internally prepared projections includes
cautionary language
regarding significant uncertainties and contingencies, and that the
projections do not take
in to account circumstances or events occurring after they were
prepared. Please disclose
whether Clover's management believes the projections were prepared on
a reasonable
basis reflecting management s currently available information.
U.S. Federal Income Tax Considerations, page 198
15. We note your statement in the first paragraph that your disclosure is
a summary of
material federal income tax considerations of the domestication and we
note from the
exhibit index that you have not included a tax opinion. Your
prospectus should provide a
brief, clear and understandable summary of the material tax aspects of
the domestication
and the required Item 601(b)(4) tax opinion provided by you should
state clearly the tax
Chamath Palihapitiya
Social Capital Hedosophia Holdings Corp. III
November 16, 2020
Page 4
consequences and not merely provide a summary. Please file a tax
opinion and clarify
whether the tax disclosure is intended to constitute such opinion or
whether you will be
providing a separate long form tax opinion, or advise if you do not
believe a tax opinion is
required to be filed. Refer to Item 601(b)(4) of Regulation S-K,to
Securities Act Release
No. 33-6900 and Section III of Staff Legal Bulletin No. 19.
16. We note your disclosure that it is intended that the Domestication
qualify as an F
Reorganization. Please revise to address the material federal income
tax consequences of
the transaction and state clearly whether the domestication will
qualify as an F
Reorganization or advise why you cannot provide such a statement.
Also, investors are
entitled to rely on your tax disclosure. Please revise to remove
inferences that they may
not rely on such disclosure such as the statement at the top of page
199 that the disclosure
is for informational purposes only.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 5. Shares of Clover Common Stock, page 216
17. Please revise to disclose how the assumed exchange ratios were
determined under both
Scenario I and II.
Note 6. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as
of June 30,
2020, page 217
18. Please revise pro forma notes 6(b) and 6(e) to separately disclose the
estimated costs for
each of the services to be performed or incurred for both Clover and
SCH to be paid upon
the closing of the business combination.
19. Please revise pro forma Note 6(i) to provide information which shows how
the preferred
stock shares convert into the common stock and reconcile to the pro
forma adjustments
disclosed in the pro forma balance sheet at June 30, 2020.
FirstName LastNameChamath Palihapitiya
20. Please revise pro forma Note 6(j) to provide information which shows how
the conversion
Comapany NameSocial
of Clover s Capital
preferred Hedosophia
stock Holdings
and comment stock Corp. III equates to
the pro forma
warrants
adjustment
November 16, 2020made
Pagein4the pro forma balance sheet as of June 30, 2020.
FirstName LastName
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Hedosophia Holdings Corp. III
Comapany 16,
November NameSocial
2020 Capital Hedosophia Holdings Corp. III
November
Page 5 16, 2020 Page 5
FirstName LastName
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.
You may contact Marc Thomas at 202-551-3452 or Hugh West at 202-551-3872
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or Susan Block at 202-551-3210 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Finance