UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): December 7, 2020
Social Capital Hedosophia Holdings
Corp. II
(Exact name of registrant as specified
in its charter)
Cayman Islands
(State or other jurisdiction
of incorporation)
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001-39253
(Commission
File Number)
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98-1515020
(I.R.S. Employer
Identification No.)
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317 University Ave, Suite 200
Palo Alto, California
(Address of principal executive offices)
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94301
(Zip Code)
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(650) 521-9007
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☒
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which registered
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Units, each consisting of one Class
A ordinary share, $0.0001 par value, and one-third of one Warrant to purchase one Class A ordinary share
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IPOB.U
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New York Stock Exchange
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Class A ordinary shares, $0.0001 par value
per share
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IPOB
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New York Stock Exchange
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Warrants to purchase Class A ordinary shares
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IPOB.WS
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 7, 2020,
Social Capital Hedosophia Holdings Corp. II ("SCH" or the "Company"), in connection with its
proposed business combination (the "Business Combination") with Opendoor Labs, Inc. ("Opendoor")
and acting pursuant to authorization from its Board of Directors, determined (i) to voluntarily withdraw the listing of SCH's common
stock, warrants, and units from the New York Stock Exchange (the "NYSE"), and (ii) to list the post-combination
company's common stock and warrants on The Nasdaq Global Select Market ("Nasdaq"), in each case subject to the
closing of the Business Combination. Trading of the common stock and warrants of the post-combination company, Opendoor Technologies,
Inc., is expected to begin on Nasdaq at market open on or about December 21, 2020 under the symbols "OPEN" and "OPENW",
respectively. The last day of trading on the NYSE is expected to be on or about December 18, 2020.
Item 7.01 Regulation FD Disclosure.
On December 7, 2020,
SCH issued a press release (the "Press Release") regarding the stock
exchange listing and the scheduling of the extraordinary general meeting to approve the Business Combination for December 17, 2020. The Press
Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in
this Item 7.01, including Exhibit 99.1, and is furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings
of SCH under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current
Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this
Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find
It
This Current Report
on Form 8-K relates to a proposed transaction between Opendoor and SCH. This Current Report on Form 8-K 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 Legend
This Current Report
on Form 8-K 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 SCH’s and Opendoor’s expectations with respect
to 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 (ix) 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Social Capital Hedosophia Holdings Corp. II
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Date: December 7, 2020
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By:
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/s/ Chamath Palihapitiya
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Name: Chamath Palihapitiya
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Title: Chief Executive Officer
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