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United States securities and exchange commission logo
June 15, 2021
Chamath Palihapitiya
Chief Executive Officer
Social Capital Suvretta Holdings Corp. III
2850 W. Horizon Ridge Parkway, Suite 200
Henderson, NV 89052
Re: Social Capital
Suvretta Holdings Corp. III
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 9, 2021
File No. 333-256725
Dear Mr. Palihapitiya:
We have reviewed your amended 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 the comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
General
1. We note your revised
disclosure regarding the anticipated sale of up to five percent of the
securities via SoFi
Securities online brokerage platform. Please revise the risk factor
section to address
separately the risks to investors that purchase through the SoFi
platform, including,
for instance, the risk that such purchasers may be subject to additional
fees and restrictions.
In this regard, please further clarify what you mean by risks related
to the technology and
operation of the platform, and the publicity and the use of social
media by users of the
platform that [you] cannot control. For example, does the platform
fail to meet regulatory
or technological safeguards? What is the nature of the risk
resulting from social
media?
Chamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
June 15, 2021
Page 2
You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Maryse Mills-Apenteng at 202-551-3457
with any
other questions.
Sincerely,
FirstName LastNameChamath Palihapitiya
Division of Corporation
Finance
Comapany NameSocial Capital Suvretta Holdings Corp. III
Office of Real Estate &
Construction
June 15, 2021 Page 2
cc: Raaj S. Narayan, Esq.
FirstName LastName