Current Report Filing (8-k)
April 30 2020 - 4:22PM
Edgar (US Regulatory)
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): April 24, 2020
Social Capital Hedosophia Holdings Corp.
III
(Exact name of registrant as specified
in its charter)
Cayman Islands
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001-39252
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98- 1515192
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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317 University Ave, Suite 200
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Palo Alto, CA
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94301
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(Address of principal executive offices)
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(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 communication 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-commencements 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 Securities
Exchange Act of 1934:
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 and one-third of one redeemable warrant
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IPOC.U
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New York Stock Exchange
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Class A ordinary shares, par value $0.0001 per share
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IPOC
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New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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IPOC 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 x
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. ¨
On April 24, 2020, Social Capital Hedosophia Holdings
Corp. III (the “Company”) consummated its initial public offering (the “IPO”) of 82,800,000
units (the “Units”), including the issuance of 10,800,000 Units as a result of the underwriter’s exercise
of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an
“Ordinary Share”), and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder
thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per
Unit, generating gross proceeds to the Company of $828,000,000.
Substantially concurrently with the closing of the
IPO, the Company completed the private sale of 10,933,333 warrants (the “Private Placement Warrants”) at a purchase
price of $1.50 per Private Placement Warrant, to the Company’s sponsor, SCH Sponsor III LLC, generating gross proceeds to
the Company of $16,400,000.
A total of $828,000,000 comprised of proceeds from
the IPO and the sale of the Private Placement Warrants, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A.,
maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of April 24, 2020
reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private Placement Warrants has been issued
by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following exhibits are filed
with this Form 8-K:
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. III
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Date: April 30, 2020
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By:
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/s/ Chamath Palihapitiya
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Name: Chamath Palihapitiya
Title: Chief Executive Officer
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