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United States securities and exchange commission logo
November 16, 2020
Steven Trieu
Chief Financial Officer
Social Capital Hedosophia Holdings Corp. II
317 University Ave, Suite 200
Palo Alto, California 94301
Re: Social Capital
Hedosophia Holdings Corp. II
Amendment No. 1 to
Registration Statement on Form S-4
Filed November 6,
2020
File No. 333-249302
Dear Mr. Trieu:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 30, 2020 letter.
Amendment No. 1 to Form S-4 Filed November 6, 2020
Comparative Per Share Data, page 24
1. We note your response
to prior comment 2 and your revised disclosure in your
filing. Please further
revise your calculations of book value per share to compute amounts
using shares issued and
outstanding as of the end of the period instead of using the
weighted average shares
outstanding.
U.S. Federal Income Tax Considerations, page 153
2. Please revise to remove
inferences that investors may not rely on your disclosure as
requested in prior
comment 5 including the statement on page 150 that the disclosure is
for informational
purposes only. While you may suggest to investors that they consider
Steven Trieu
Social Capital Hedosophia Holdings Corp. II
November 16, 2020
Page 2
their specific tax circumstances you may not disclaim liability for your
disclosure.
Opendoor's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Non-GAAP Financial Measures, page 203
3. We note your response to prior comment 8 and your revised disclosure.
Please further
revise your disclosure for your non-GAAP measures to separately quantify
the net
inventory impairment adjustment amounts that relate to current period
costs associated
with homes that remain in inventory at period end and prior period costs
associated with
homes sold in the current period.
You may contact Isaac Esquivel at 202-551-3395 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
FirstName LastNameSteven Trieu
Division of Corporation
Finance
Comapany NameSocial Capital Hedosophia Holdings Corp. II
Office of Real Estate &
Construction
November 16, 2020 Page 2
cc: Howard Ellin, Esq.
FirstName LastName