As filed with the U.S. Securities and Exchange Commission on April 20, 2020.
Registration No. 333-236774
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-1
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNDER THE SECURITIES ACT OF 1933
Social Capital Hedosophia Holdings Corp. II
(Exact name of registrant as specified in its charter)
| |
Cayman Islands
(State or other jurisdiction of incorporation or organization) |
| |
6770
(Primary Standard Industrial Classification Code Number) |
| |
98-1515020
(I.R.S. Employer Identification Number) |
|
317 University Ave, Suite 200
Palo Alto, CA 94301
Telephone: (650) 521-9007
Palo Alto, CA 94301
Telephone: (650) 521-9007
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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
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)
including area code, of agent for service)
Copies to:
| |
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 |
| |
Harald Halbhuber, Esq.
Ilir Mujalovic, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212) 848 4000 |
|
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. ☐
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.
| |
Large accelerated filer ☐
|
| |
Accelerated filer ☐
|
| |
Non-accelerated filer ☒
|
| |
Smaller reporting company ☒
Emerging growth company ☒ |
|
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
|
| |
Amount
Being Registered |
| |
Proposed
Maximum Offering Price per Security(1) |
| |
Proposed Maximum
Aggregate Offering Price(1) |
| |
Amount of
Registration Fee |
| ||||||||||||
|
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant(2)
|
| | | | 34,500,000 | | | | | $ | 10.00 | | | | | $ | 345,000,000 | | | | | $ | 44,781 | | |
|
Class A ordinary shares included as part of the units(3)
|
| | | | 34,500,000 | | | | | | — | | | | | | — | | | | | | —(4) | | |
|
Redeemable warrants included as part of the units(3)
|
| | | | 11,500,000 | | | | | | — | | | | | | — | | | | | | —(4) | | |
|
Total
|
| | | | | | | | | | | | | | | $ | 345,000,000 | | | | | $ | 44,781(5) | | |
(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
Includes 4,500,000 units, consisting of 4,500,000 Class A ordinary shares and 1,500,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)
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.
(4)
No fee pursuant to Rule 457(g).
(5)
The filing fee has been previously paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
As a result of Marcum LLP's consent related to the Registration Statement on Form S-1 (No. 333-236774) (the “Registration Statement”) of Social Capital Hedosophia Holdings Corp. II (the “Company”) being included in a filing that is more than 30 days old, the Company is filing this Amendment No. 3 to the Registration Statement (this “Amendment”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.
Exhibits and Financial Statement Schedules.
(a) Exhibits. The following exhibits are being filed herewith:
*
Previously filed.
**
Filed herewith.
II-1
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 20th day of April, 2020.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II
By:
/s/ Steven Trieu
Name: Steven Trieu
Title: Chief Financial Officer
Title: Chief Financial Officer
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
|
| |
Position
|
| |
Date
|
|
| |
*
Chamath Palihapitiya
|
| | Chief Executive Officer and Chairman of the board of directors (Principal Executive Officer) | | |
April 20, 2020
|
|
| |
/s/ Steven Trieu
Steven Trieu
|
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
April 20, 2020
|
|
| |
*
Ian Osborne
|
| | President and Director | | |
April 20, 2020
|
|
| |
*By:
/s/ Steven Trieu
Steven Trieu
Attorney-in-Fact |
| | | ||||
II-2
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Social Capital Hedosophia Holdings Corp. II on Amendment No. 3 to Form S-1, File No. 333-236774 of our report dated January 31, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Social Capital Hedosophia Holdings Corp. II as of December 31, 2019 and for the period from October 18, 2019 (inception) through December 31, 2019, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
April 20, 2020