Current Report Filing (8-k)
June 01 2021 - 3:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 25, 2021
Social Capital Hedosophia Holdings Corp. IV
(Exact name of registrant as specified in its
charter)
Cayman Islands
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001-39605
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98-1547262
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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317 University Ave, Suite 200
Palo Alto, CA
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94301
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(Address of principal executive offices)
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(Zip Code)
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(650) 521-9007
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
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Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant
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IPOD.U
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New York Stock Exchange
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Class A ordinary shares, par value $0.0001 per share
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IPOD
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New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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IPOD WS
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New York Stock Exchange
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
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 13(a) of the Exchange Act. ¨
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On
May 25, 2021, Mr. Steven Trieu informed Social Capital Hedosophia Holdings Corp. IV (the “Company”) that he would be resigning
from his position as Chief Financial Officer of the Company effective May 31, 2021. Mr. Trieu has also resigned from Social Capital, an
affiliate of SCH Sponsor Corp. IV LLC, the Company’s sponsor (the “Sponsor”), to pursue other opportunities. Mr. Trieu’s
resignation was not related to any disagreement with the Company on any matter relating to the Company's accounting, strategy, leadership,
operations, policies or practices (financial or otherwise).
(d) On May 31, 2021, the Company’s board of directors appointed
Mr. James Ryans as the Company’s Chief Financial Officer, effective as of such date. Mr. Ryans, 45, has served as a Partner of Social
Capital LP, an affiliate of the Sponsor, since 2021. Mr. Ryans served as a director and the chairman of the audit committee of Social
Capital Hedosophia Holdings Corp. from September 2017 until the consummation of its business combination with Virgin Galactic in October
2019, as a director and chairman of the audit committee of Virgin Galactic following such business combination until February 2021 and
as a director and chairman of the audit committee of Social Capital Hedosophia Holdings Corp. III from April 2020 until the consummation
of its business combination with Clover Health. Mr. Ryans currently serves as Chief Financial Officer of Social Capital Hedosophia Holdings
Corp. VI. Mr. Ryans has been a professor of accounting at London Business School since 2016 teaching financial accounting at the graduate
and post-graduate levels and directs an executive education program on mergers and acquisitions. From 2003 to 2011, Mr. Ryans oversaw
investments and business development at Chelsea Rhone LLC and its affiliate HealthCap RRG, a mutual insurance company. From 1999 until
2001, Mr. Ryans was a consultant with Deloitte & Touche. Mr. Ryans is a CFA charterholder and holds a Ph.D. in business administration
from the University of California Berkeley, an MBA from the University of Michigan and a BASc in electrical engineering from the University
of Waterloo.
In connection with the appointment of Mr. Ryans, the Company entered
into the following agreements:
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A
Letter Agreement, dated May 31, 2021 (the “Letter Agreement”), between the Company and Mr. Ryans, pursuant to which Mr. Ryans
has agreed to: vote any Class A Ordinary Shares held by him in favor of the Company’s initial business combination; facilitate
the liquidation and winding up of the Company if an initial business combination is not consummated within the time period required by
its amended and restated memorandum and articles of association; and certain transfer restrictions with respect to the Company’s
securities.
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An
Indemnity Agreement, dated May 31, 2021 (the “Indemnity Agreement”), between the Company and Mr. Ryans, providing Mr. Ryans
contractual indemnification in addition to the indemnification provided for in the Company’s amended and restated memorandum and
articles of association.
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The foregoing descriptions of the Letter Agreement and the Indemnity
Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the Indemnity Agreement,
copies of which are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following
exhibits are filed with this Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Social Capital Hedosophia Holdings Corp. IV
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Date: June 1, 2021
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By:
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/s/ Chamath Palihapitiya
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Name:
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Chamath Palihapitiya
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Title:
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Chief Executive Officer
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