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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Social Capital Hedosophia Holdings Corp | NYSE:IPOA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.79 | 0 | 01:00:00 |
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): October 8, 2019
Social Capital Hedosophia Holdings Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-38202 | 98-1366046 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
120 Hawthorne Avenue Palo Alto, California |
94301 | |||
(Address of principal executive offices) | (Zip Code) |
(650) 521-9007
(Registrants 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
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 | IPOA.U | New York Stock Exchange | ||
Class A ordinary shares, $0.0001 par value per share | IPOA | New York Stock Exchange | ||
Warrants to purchase Class A ordinary shares | IPOA.WS | New York Stock Exchange |
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 7.01 |
Regulation FD Disclosure. |
On October 8, 2019, Boeing issued a press release related to an investment by it in Social Capital Hedosophia Holdings Corp. (SCH), following SCHs initial business combination with Virgin Galactic. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, 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 of 1933, as amended, 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 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 Virgin Galactic, The Spaceship Company 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. 333-233098), which includes a preliminary proxy statement/prospectus, that is both the proxy statement to be distributed to SCHs shareholders in connection with SCHs solicitation of proxies for the vote by SCHs 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 SCHs security holders in connection with SCHs proposed domestication as a Delaware corporation in connection with the proposed transaction as described in the Registration Statement. The Registration Statement has not yet been declared effective. After the Registration Statement is declared effective, SCH will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. 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 will be 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 (when available) also may be obtained free of charge at SCHs website at http://www.socialcapitalhedosophiaholdings.com/docs.html or upon written request to 120 Hawthorne Avenue Palo Alto, California 94301.
Participants in Solicitation
SCH and its directors and executive officers may be deemed to be participants in the solicitation of proxies from SCHs shareholders in connection with the proposed transaction. Information about SCHs directors and executive officers and their ownership of SCHs securities is set forth in SCHs filings with the SEC, including (i) the Annual Report on Form 10-K, filed on March 18, 2019 and (ii) the Registration Statement.
Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of federal securities laws, including with respect to the proposed investment in Virgin Galactic by Boeing and the proposed transaction between Virgin Galactic and SCH. 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 communication. You should carefully consider the risks and uncertainties described in the Risk Factors section of SCHs Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement 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.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
|
Description |
|
99.1 | Press Release of Boeing, dated as of October 8, 2019 |
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.
Social Capital Hedosophia Holdings Corp. | ||||||
Date: October 8, 2019 | By: |
/s/ Chamath Palihapitiya |
||||
Name: | Chamath Palihapitiya | |||||
Title: | Chief Executive Officer |
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