UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Opendoor Technologies Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 98-1515020
(State of incorporation or organization) (I.R.S. Employer Identification No.)
   

1 Post Street, Floor 11

San Francisco, California

94104
(Address of principal executive offices) (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

Title for each class

to be so registered

Name of each exchange on which

each class is to be registered

   
Common Stock, par value $0.0001 per share The Nasdaq Stock Market LLC
   
Warrants, each whole warrant exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share The Nasdaq Stock Market LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨

 

Securities Act registration statement file number to which this form relates: (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act: N/A

 

 

 

 

 

 

Explanatory Note

 

This Registration Statement on Form 8-A is being filed by Opendoor Technologies Inc. (the “Company”), formerly known as Social Capital Hedosophia Holdings Corp II., with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the transfer of the listing of the Company’s common stock, par value $0.0001 per share (“Company Common Stock”), and its warrants to purchase shares of Company Common Stock (the “Company Warrants”) from the New York Stock Exchange (“NYSE”) to The Nasdaq Global Select Market.

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the Company Common Stock and Company Warrants.

 

The description of the Company Warrants registered hereunder is set forth under the heading “Description of Securities” in the prospectus, dated as of April 27, 2020 (File Nos. 333-236774 and 333-237864) and filed with the SEC on April 29, 2020, and is incorporated herein by reference. The description of the Company Common Stock registered hereunder is set forth under the heading “Description of Opendoor Technologies Securities” in the definitive proxy statement / prospectus, dated as of November 27, 2020 (File No. 333-249302) and filed with the SEC on November 30, 2020, and is incorporated herein by reference.

 

Item 2. Exhibits.

 

In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the registrant are registered on The Nasdaq Global Select Market and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: December 18, 2020

 

  Opendoor Technologies Inc.
     
  By: /s/ Carrie Wheeler
    Name: Carrie Wheeler
    Title: Chief Financial Officer

 

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