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United States securities and exchange commission logo
December 7, 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
Amendment No. 1 to
Registration Statement on Form S-4
Filed November 20,
2020
File No. 333-249558
Dear Mr. Palihapitiya:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
November 16, 2020 letter.
Form S-4/A filed November 20, 2020
U.S. Federal Income Tax Considerations, page 205
1. We note your response
to our prior comment 15. Please revise to remove the reference to
the tax discussion as a
"summary."
Unaudited Pro Forma Combined Condensed Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 5. Shares of Clover Common Stock , page 223
2. We note your response
and revised disclosure related to our prior comment 17. Please
revise to show how you
computed the Fully Diluted Company Common
Share amounts under
both Scenario I and Scenario 2 (i.e., 169,390,077 and 169,367,461,
Chamath Palihapitiya
Social Capital Hedosophia Holdings Corp. III
December 7, 2020
Page 2
respectively).
Part II. Item 21. Exhibits and Financial Statements Schedules.
Exhibit 8.1, page II-1
3. Please have tax counsel revise to clarify, if true, that the
representations relied upon for
their opinion are factual or advise. Please also have tax counsel
revise to eliminate the
limitation on reliance that the opinion is being furnished to the
board "solely" for its
benefit, as shareholders may rely on the opinion. Refer to Item
601(b)(4) of Regulation S-
K and to Section III of Staff Legal Bulletin No. 19.
General
4. Please file your form of proxy card with the next amendment.
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.
FirstName LastNameChamath Palihapitiya Sincerely,
Comapany NameSocial Capital Hedosophia Holdings Corp. III
Division of Corporation
Finance
December 7, 2020 Page 2 Office of Finance
FirstName LastName