Registration of Additional Securities (up to 20%) (s-1mef)
April 27 2020 - 6:35PM
Edgar (US Regulatory)
As filed with the U.S. Securities
and Exchange Commission on April 27, 2020.
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
Social Capital Hedosophia Holdings
Corp. II
(Exact name of registrant as specified
in its charter)
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Cayman Islands
(State or other jurisdiction of
incorporation or organization)
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6770
(Primary Standard Industrial
Classification Code Number)
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98-1515020
(I.R.S. Employer
Identification Number)
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317
University Ave, Suite 200
Palo Alto, CA 94301
Telephone: (650) 521-9007
(Address,
including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Chamath
Palihapitiya
Chief Executive Officer
c/o Social Capital Hedosophia Holdings Corp. II
317 University Ave, Suite 200
Palo Alto, CA 94301
Telephone: (650) 521-9007
(Name,
address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Howard L. Ellin, Esq.
Gregg A. Noel, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1400
Palo Alto, California 94301
(650) 470-4500
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Harald Halbhuber, Esq.
Ilir Mujalovic, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848 4000
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Approximate date of commencement of proposed sale
to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check
the following box: ¨
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☒ 333-236774
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated
filer ¨
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Accelerated
filer ¨
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Non-accelerated filer x
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Smaller reporting company x
Emerging growth company x
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION
FEE
Title of Each Class of Security Being Registered
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Amount
Being Registered
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Proposed
Maximum
Offering Price per
Security(1)
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Proposed Maximum
Aggregate Offering
Price(1)
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Amount of
Registration
Fee
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Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant(2)
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6,900,000
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$
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10.00
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$
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69,000,000
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$
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8,957
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Class A ordinary shares included as part of the units(3)
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6,900,000
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—
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—
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—
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(4)
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Redeemable warrants included as part of the units(3)
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2,300,000
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—
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—
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—
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(4)
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Total
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$
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69,000,000
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$
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8,957
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(5)
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(1)
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Estimated solely for the purpose of calculating the registration
fee.
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(2)
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Represents only the additional number of securities being
registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1
(File No. 333-236774).
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(3)
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Pursuant to Rule 416, there are also being registered
an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends
or similar transactions.
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(4)
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No fee pursuant to Rule 457(g).
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(5)
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The Registrant previously registered securities having
a proposed maximum aggregate offering price of $345,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-236774),
which was declared effective by the Securities and Exchange Commission on April 27, 2020. In accordance with Rule 462(b) under
the Securities Act, an additional number of securities having a proposed maximum offering price of $69,000,000 is hereby registered,
which includes securities issuable upon the exercise of the underwriters’ over-allotment option.
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The Registration Statement shall
become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act
of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form
S-1 is being filed with respect to the registration of 6,900,000 additional units of Social Capital Hedosophia Holdings Corp. II,
a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-third of
one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form
S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as provided herein, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s
Registration Statement on Form S-1, as amended (File No. 333-236774) (the “Prior Registration Statement”), initially
filed by the Registrant on February 28, 2020 and declared effective by the Securities and Exchange Commission on April 27, 2020.
The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant
to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference
into this Registration Statement.
PART II INFORMATION NOT REQUIRED
IN PROSPECTUS
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Item 16.
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Exhibits and Financial Statement Schedules.
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(a) Exhibits. All exhibits
filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-236774) are
incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits
are filed herewith, as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on the 27th day of April, 2020.
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SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II
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By:
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/s/ Steven Trieu
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Name: Steven Trieu
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Title: Chief Financial Officer
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Pursuant to the requirements of
the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Name
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Position
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Date
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*
Chamath Palihapitiya
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Chief Executive Officer and Chairman of the board of directors (Principal Executive Officer)
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April 27, 2020
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/s/ Steven Trieu
Steven Trieu
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Chief Financial Officer (Principal Financial and Accounting Officer)
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April 27, 2020
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*
Ian Osborne
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President and Director
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April 27, 2020
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/s/ Adam Bain
Adam Bain
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Director
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April 27, 2020
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/s/ David Spillane
David Spillane
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Director
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April 27, 2020
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/s/ Cipora Herman
Cipora Herman
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Director
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April 27, 2020
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*By:
/s/ Steven Trieu
Steven Trieu
Attorney-in-Fact
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