Social Capital Hedosophia Holdings Corp. II (NYSE: IPOB) (“SCH”
and, after the Domestication as described below, “Opendoor
Technologies”) today announced the pending transfer of the listing
of its Class A ordinary shares, par value $0.0001 per share (the
“SCH Class A ordinary shares”) and redeemable warrants (the “SCH
warrants”) from the New York Stock Exchange (“NYSE”) to The Nasdaq
Global Select Market (“Nasdaq”) related to its pending business
combination with Opendoor Labs Inc. (“Opendoor”).
Prior to the consummation of the business combination, SCH will
domesticate as a Delaware corporation and will change its name to
“Opendoor Technologies Inc.” (the “Domestication”). In connection
with the Domestication, (1) each of the then issued and outstanding
SCH Class A ordinary shares, will convert automatically, on a
one-for-one basis, into a share of common stock, par value $0.0001
per share, of Opendoor Technologies (the “Opendoor Technologies
common stock”); (2) each of the then issued and outstanding SCH
warrant will convert automatically into a redeemable warrant to
acquire one share of Opendoor Technologies common stock (the
“Opendoor Technologies warrants”); and (3) each of the then issued
and outstanding units of SCH that have not been previously
separated into the underlying SCH Class A ordinary shares and
underlying SCH warrants upon the request of the holder thereof (the
“SCH units”), will be cancelled and will entitle the holder thereof
to one share of Opendoor Technologies common stock and one-third of
one Opendoor Technologies warrant.
Trading is expected to begin on the Nasdaq on December 21, 2020,
under the new ticker symbol “OPEN” for the Opendoor Technologies
common stock and “OPENW” for the Opendoor Technologies warrants.
Until the Domestication and transfer is complete, the SCH common
stock, warrants and units will continue to trade under the ticker
symbols “IPOB”, "IPOB.WS" and "IPOB.U", respectively, on NYSE.
The last day of trading on the NYSE is expected to be on
December 18, 2020, following the consummation of SCH’s pending
transaction with Opendoor, which is currently expected to occur on
December 18, 2020, subject to final shareholder approval at SCH’s
extraordinary general meeting on December 17, 2020, and
satisfaction of other customary closing conditions.
No action is required by existing SCH shareholders with respect
to the ticker symbol or exchange listing change.
About Social Capital Hedosophia II
Social Capital Hedosophia II is a partnership between the
investment firms of Social Capital and Hedosophia. Social Capital
Hedosophia II unites technologists, entrepreneurs and
technology-oriented investors around a shared vision of identifying
and investing in innovative and agile technology companies. To
learn more about Social Capital Hedosophia, visit
www.socialcapitalhedosophiaholdings.com.
About Opendoor
Opendoor’s mission is to empower everyone with the freedom to
move. Since 2014, Opendoor has provided people across the U.S. with
a radically simple way to buy, sell or trade-in a home. Opendoor
currently operates in 21 markets in the U.S. and is headquartered
in San Francisco.
For more information, please visit www.opendoor.com.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Opendoor and SCH. This press release does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
In connection with the proposed transactions, SCH has filed a
registration statement on Form S-4 (as amended, the "Registration Statement") with the U.S. Securities
and Exchange Commission (the "SEC")
(File No. 333-249302), which includes a proxy statement/prospectus,
that is both the proxy statement which has been distributed to
SCH's shareholders in connection with SCH's solicitation of proxies
for the vote by SCH's shareholders with respect to the proposed
transaction as described in the Registration Statement as well as
the prospectus relating to the offer of the securities to be issued
to SCH's security holders in connection with SCH's proposed
domestication as a Delaware corporation in connection with the
proposed transaction as described in the Registration Statement.
SCH has mailed a definitive proxy statement/prospectus and other
relevant documents to its shareholders of record as of November 5,
2020, the record date established for the extraordinary general
meeting of stockholders relating to the Business Combination.
SHAREHOLDERS AND OTHER SECURITY HOLDERS OF SCH ARE ADVISED TO READ
THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC
IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain free copies of
the Registration Statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by SCH (when available) through the website maintained by the SEC
at http://www.sec.gov.
The documents filed by SCH with the SEC also may be obtained
free of charge at SCH's website at
http://www.socialcapitalhedosophiaholdings.com/docsb.html or upon
written request to 317 University Ave, Suite 200, Palo Alto,
California 94301.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Opendoor and SCH, including
statements regarding the listing of shares of the post-combination
company on Nasdaq. These forward-looking statements generally are
identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of SCH's securities, (ii) the
risk that the transaction may not be completed by SCH's business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by SCH,
(iii) the failure to satisfy the conditions to the consummation of
the transaction, including the approval of the merger agreement by
the shareholders of SCH, the satisfaction of the minimum trust
account amount following any redemptions by SCH's public
shareholders and the receipt of certain governmental and regulatory
approvals, (iv) the lack of a third party valuation in determining
whether or not to pursue the proposed transaction, (v) the
inability to complete the PIPE transaction, (vi) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement, (vii) the effect of the
announcement or pendency of the transaction on Opendoor's business
relationships, operating results, and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of Opendoor, (ix) the outcome of any legal proceedings
that may be instituted against Opendoor or against SCH related to
the merger agreement or the proposed transaction, (x) the ability
to maintain the listing of SCH's securities on a national
securities exchange, (xi) changes in the competitive and regulated
industries in which Opendoor operates, variations in operating
performance across competitors, changes in laws and regulations
affecting Opendoor's business and changes in the combined capital
structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities, (xiii) the risk of downturns and a changing
regulatory landscape in the highly competitive residential real
estate industry, and (xiv) costs related to the transaction and the
failure to realize anticipated benefits of the transaction or to
realize estimated pro forma results and underlying assumptions,
including with respect to estimated shareholder redemptions. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of the
registration statement on Form S-4 filed by SCH on October 5, 2020
(Registration No. 333-249302), as amended, and other documents
filed by SCH from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Opendoor and SCH assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
Opendoor nor SCH gives any assurance that either Opendoor or SCH,
or the combined company, will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201207005228/en/
Opendoor
Investors: Whitney Kukulka The Blueshirt Group
investors@opendoor.com
Media: Sheila Tran / Charles Stewart Opendoor
press@opendoor.com
Social Capital Hedosophia II
Media: Sara Evans / Kerry Golds Finsbury
sara.evans@finsbury.com / kerry.golds@finsbury.com +1.917.344.9279
/ +1.646.957.2279
Jonathan Gasthalter / Carissa Felger Gasthalter & Co.
SCH@gasthalter.com
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