SEC Comment Letter for CLOVER HEALTH INVESTMENTS, (CLOV) — Mar 6, 2020
CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV) (CIK 0001801170)
Date: March 6, 2020 · CIK: 0001801170 · Accession: 0000000000-20-002050
AI Filing Summary & Sentiment
File numbers found in text: 333-236776
Letter
March 5, 2020 Chamath Palihapitiya Chief Executive Officer Social Capital Hedosophia Holdings Corp. III 317 University Ave, Suite 200 Palo Alto, CA 94301 Re:Social Capital Hedosophia Holdings Corp. III Registration Statement on Form S-1 February 28, 2020 File No. 333-236776 Dear Mr. Palihapitiya: We have reviewed your registration statement and have the following comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Form S-1 Financial Statements, page F-1 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. 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.
FirstName LastNameChamath Palihapitiya Comapany NameSocial Capital Hedosophia Holdings Corp. III March 5, 2020 Page 2 FirstName LastName Chamath Palihapitiya Social Capital Hedosophia Holdings Corp. III March 5, 2020 Page 2 You may contact Babette Cooper at 202-551-3396 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Pam Howell at 202-551-3357 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Gregg A. Noel
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March 5, 2020
Chamath Palihapitiya
Chief Executive Officer
Social Capital Hedosophia Holdings Corp. III
317 University Ave, Suite 200
Palo Alto, CA 94301
Re:Social Capital Hedosophia Holdings Corp. III
Registration Statement on Form S-1
February 28, 2020
File No. 333-236776
Dear Mr. Palihapitiya:
We have reviewed your registration statement and have the following comment. In our
comment, 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 comment applies 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 this comment, we may have additional comments.
Form S-1
Financial Statements, page F-1
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.
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.
FirstName LastNameChamath Palihapitiya
Comapany NameSocial Capital Hedosophia Holdings Corp. III
March 5, 2020 Page 2
FirstName LastName
Chamath Palihapitiya
Social Capital Hedosophia Holdings Corp. III
March 5, 2020
Page 2
You may contact Babette Cooper at 202-551-3396 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related
matters. Please contact Pam Howell at 202-551-3357 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Gregg A. Noel