SEC Company Response from CLOVER HEALTH INVESTMENTS, (CLOV) — Feb 28, 2020
CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV) (CIK 0001801170)
Date: Feb. 28, 2020 · CIK: 0001801170 · Accession: 0001104659-20-027194
AI Filing Summary & Sentiment
Referenced dates: February 20, 2020
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Draft Registration Statement on Form S-1 Submitted January 31, 2020 CIK No. 0001801170
RE: Social Capital Hedosophia Holdings Corp. III
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 the Company’s Registration Statement on Form S-1 and submit the below 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 February 20, 2020, concerning the Company’s draft Registration Statement on Form S-1 submitted confidentially on January 31, 2020.
U.S. Securities and Exchange Commission
February 28, 2020
Page 2
Draft Registration Statement on Form S-1 Submitted January 31, 2020
Financial Statements, page F-1
1. Please tell us how you determined it would be appropriate to include unaudited interim results as of January 21, 2020 and for the period from January 1, 2020 through January 21, 2020.
The Company respectfully informs the Staff that, although its fiscal year end is December 31, the Company believes that the inclusion of unaudited interim results as of January 21, 2020 and for the period from January 1, 2020 through January 21, 2020 will be useful to potential investors in evaluating the Company because (1) the Company’s principal financing activities to date occurred on January 21, 2020 (i.e., the issuance of 17,250,000 Class B ordinary shares for $25,000, the borrowing of $300,000 under a promissory note) and (2) the Company had limited activity between its inception on October 18, 2019 and December 31, 2019. Additionally, the Company respectfully advises the Staff that, since January 21, 2020, the Company has not had any material financial activity. For these reasons, the Company believes that the inclusion of such unaudited interim results will be useful to potential investors in evaluating the Company and has determined that it is appropriate to include such unaudited interim results in the Registration Statement.
* * *
U.S. Securities and Exchange Commission
February 28, 2020
Page 3
Please contact me at (650) 470-4540 should you require further information.
Very truly yours,
/s/ Gregg Noel
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CORRESP
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filename1.htm
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
Draft Registration Statement on
Form S-1
Submitted January 31, 2020
CIK No. 0001801170
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 the Company’s Registration Statement on Form S-1 and submit the below
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 February 20, 2020, concerning the Company’s draft Registration Statement
on Form S-1 submitted confidentially on January 31, 2020.
U.S. Securities and Exchange Commission
February 28, 2020
Page 2
Draft Registration Statement on Form S-1 Submitted January
31, 2020
Financial Statements, page F-1
1. Please tell us how you determined it would be appropriate to include unaudited interim results as of January 21, 2020
and for the period from January 1, 2020 through January 21, 2020.
The Company respectfully informs the Staff that, although
its fiscal year end is December 31, the Company believes that the inclusion of unaudited interim results as of January 21, 2020
and for the period from January 1, 2020 through January 21, 2020 will be useful to potential investors in evaluating the Company
because (1) the Company’s principal financing activities to date occurred on January 21, 2020 (i.e., the issuance of 17,250,000
Class B ordinary shares for $25,000, the borrowing of $300,000 under a promissory note) and (2) the Company had limited activity
between its inception on October 18, 2019 and December 31, 2019. Additionally, the Company respectfully advises the Staff that,
since January 21, 2020, the Company has not had any material financial activity. For these reasons, the Company believes that the
inclusion of such unaudited interim results will be useful to potential investors in evaluating the Company and has determined
that it is appropriate to include such unaudited interim results in the Registration Statement.
* * *
U.S. Securities and Exchange Commission
February 28, 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.