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United States securities and exchange commission logo
October 30, 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
Registration
Statement on Form S-4
Filed October 5,
2020
File No. 333-249302
Dear Mr. Trieu:
We have reviewed your 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.
Form S-4 filed October 5, 2020
Interests of SCH's Directors and Executive Officers in the Business
Combination, page 11
1. We note that you state
that the aggregate market value of all of the Class B shares,
purchased by the
Sponsor for $25,000, would have been $190.54 million based on the
$18.41 per public share
closing price on October 2, 2020. Please also quantify here and
where similar
disclosure appears on page 115, the value or amount of:
the 6,133,333
private placement warrants purchased by the Sponsor that will expire if
the transaction is
not completed;
Mr. Bain s direct
and indirect economic interests in the Business Combination and in
the private
warrants and Class B shares, and ensure that the information is consistent
with the beneficial
ownership information on page 240;
the shares that the
Sponsor Related PIPE Investors will receive in exchange for their
Steven Trieu
FirstName LastNameSteven Trieu Corp. II
Social Capital Hedosophia Holdings
Comapany
October 30,NameSocial
2020 Capital Hedosophia Holdings Corp. II
October
Page 2 30, 2020 Page 2
FirstName LastName
$160,250,000 PIPE investment;
any out-of-pocket expenses to be reimbursed to the Sponsor,
officers or directors.
We note disclosure on page 244 that that there is no cap or
ceiling on the
reimbursement of out-of-pocket expenses incurred by such persons
in connection
with activities on SCH s behalf.
Comparative Per Share Data, page 23
2. Please provide us with your calculations of $(0.02) and $0.55 book
value per share for
Opendoor (Historical) and SCH (Historical), respectively, as of June
30, 2020 as disclosed
in your table on page 24.
Projected Financial Information , page 113
3. We note your disclosure regarding Opendoor s internally prepared
projections, including
cautionary language regarding actual results, significant
uncertainties and contingencies,
and that the projections do not take in to account circumstances or
events occurring after
they were prepared. Please disclose whether Opendoor s management is
of the view that
the projections were prepared on a reasonable basis reflecting
management s currently
available estimates and judgements.
U.S. Federal Income Tax Considerations, page 150
4. We note your statement in the first paragraph that your disclosure is
a summary of
material federal income tax considerations of the domestication and we
note from the
exhibit index that you intend to file a tax opinion of Skadden, Arps,
Slate, Meagher
& Flom LLP. Please clarify whether the tax disclosure is intended to
constitute the
opinion of Skadden or whether you will be providing a separate long
form tax opinion.
Note that the prospectus should provide a brief, clear and
understandable summary of the
material tax aspects of the domestication, however, the tax opinion
provided by you
should state clearly the tax consequences and not merely provide a
summary. Refer to
Securities Act Release No. 33-6900.
5. We note your disclosure that it is intended that the Domestication
qualify as an F
Reorganization. Your disclosure should address the material federal
income tax
consequences of the transaction. Please state clearly whether the
domestication will
qualify as an F Reorganization or advise why you cannot provide such a
statement. Also,
investors are entitled to rely on your tax disclosure. Please revise
to remove inferences
that they may not rely on such disclosure such as the statement on
page 150 that the
disclosure is for informational purposes only.
Unaudited Pro Forma Condensed Combined Financial Information
Notes To Unaudited Pro Forma Condensed Combined Financial Information, page 167
6. We note certain disclosure that SCH's statement of operations for the
period between
October 18, 2019 (inception) and December 31, 2019 is unaudited.
Please revise your
Steven Trieu
FirstName LastNameSteven Trieu Corp. II
Social Capital Hedosophia Holdings
Comapany
October 30,NameSocial
2020 Capital Hedosophia Holdings Corp. II
October
Page 3 30, 2020 Page 3
FirstName LastName
disclosure to clarify that the unaudited pro forma condensed combined
statement of
operations for the year ended December 31, 2019 has been prepared
using SCH s audited
statement of operations for the period between October 18, 2019
(inception) and
December 31, 2019. Please ensure that this disclosure is consistent
throughout
your filing.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 168
7. In regards to footnote (F), please tell us how you determined that
including an adjustment
for expected transaction costs in consummating the Business
Combination and related
transactions is factually supportable. Please refer to Article 11 of
Regulation S-X.
Opendoor's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Non-GAAP Financial Measures, page 199
8. We note you present certain adjustments that include current period
costs and prior period
costs to arrive at your non-GAAP measures. Please revise your
disclosure to separately
quantify the amounts that relate to current period costs and prior
period costs.
Stock-Based Compensation, page 216
9. We note your expected volatility is based on a benchmark of comparable
companies
within the automotive and energy storage industries. Please tell us
how you determined
the automotive and energy storage industries were appropriate
industries to consider in
your option pricing model. In your response, please also tell us if
you considered and
dismissed any alternative industries, if those industries were closer
to your line of
business, and your basis for your determination to not use such
alternative industries.
Unaudited Consolidated Financial Statements Opendoor Labs Inc.
12. Share-Based Awards, page F-54
10. With respect to your RSUs granted in 2020, please tell us what
significant factors
contribute to the difference between the value of the RSUs granted and
the $10.00 deemed
value of shares to be received as part of the merger. In your
response, please incorporate
the impact from the exchange ratio. This comment also applies to the
fair value of the
shares underlying the stock options granted in 2019, the RSUs granted
in 2019, and the
restricted shares granted in 2019.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Steven Trieu
Social Capital Hedosophia Holdings Corp. II
October 30, 2020
Page 4
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
October 30, 2020 Page 4
cc: Howard Ellin, Esq.
FirstName LastName