Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 16 2021 - 4:06PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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SEC File Number
001-39605
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NOTIFICATION OF LATE FILING
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CUSIP Number
G82514 103
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(Check One): ¨ Form
10-K ¨ Form 20-F ¨ Form
11-K x Form 10-Q ¨ Form
10-D ¨ Form N-CEN ¨ Form
N-CSR
For Period Ended: September 30, 2021
¨ Transition
Report on Form 10-K
¨ Transition
Report on Form 20-F
¨ Transition
Report on Form 11-K
¨ Transition
Report on Form 10-Q
¨ Transition
Report on N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to
imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I – Registrant Information
Full Name of Registrant:
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Social Capital Hedosophia Holdings Corp. IV
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Former Name if Applicable:
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Not applicable.
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Address of Principal Executive Office
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(Street and Number):
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317 University Ave, Suite 200
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City, State and Zip Code:
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Palo Alto, CA 94301
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Part II – Rules 12b-25(b) and (c)
If the subject report
could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
x
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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Part III – Narrative
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Social Capital Hedosophia
Holdings Corp. IV (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2021 (the “Form 10-Q”) by the prescribed due date for the reasons
described below.
The Company is reevaluating
the classification of its Class A ordinary shares subject to possible redemption, which were issued in connection with the Company’s
initial public offering. In particular, Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing
Liabilities from Equity, requires ordinary shares with redemption features that are not solely within the Company’s control
to be classified outside of permanent equity. The Company previously classified a portion of the Class A ordinary shares in permanent
equity. In connection with the reevaluation, the Company anticipates that its Class A ordinary shares subject to possible redemption will
be reclassified as temporary equity in their entirety. The Company is concurrently evaluating the materiality of the anticipated reclassification
and other related accounting matters in accordance with Staff Accounting Bulletin 99.
The Company is working diligently
to complete the Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of the
Class A ordinary shares subject to possible redemption in accordance with ASC 480-10-S99, the Company is unable to complete and file the
Form 10-Q by the prescribed due date without unreasonable effort and expense. The Company plans to file the Form 10-Q as soon as practicably
possible.
Forward-Looking
Statements
This report may include “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements, including relating to the filing of the Form 10-Q, anticipated reclassification of Class A ordinary
shares, other than statements of historical fact included in this report are forward-looking statements. When used in this report, words
such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan”
and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company
or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of Amendment No.
1 to the Company’s Annual Report on Form 10-K/A, filed with the SEC on July 20, 2021, as those may be amended and/or supplemented
in future filings with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no
obligation to update these statements for revisions or changes after the date of this release, except as required by law
Part IV – Other Information
(1) Name and telephone number of person to contact in regard
to this notification
Chamath Palihapitiya
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650
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521-9007
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(Name)
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(Area Code)
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(Telephone Number)
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(2) Have all other
periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).
x Yes ¨ No
(3) Is it anticipated
that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
☒
Yes ☐ No
If so, attach an explanation
of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the
results cannot be made.
See
above description in Part III. In addition, the Company was not incorporated until July 2020 and did not complete its initial public
offering until October 2020.
SIGNATURE
Social Capital Hedosophia Holdings Corp. IV has caused this notification
to be signed on its behalf by the undersigned hereunto duly authorized.
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Social Capital Hedosophia Holdings Corp. IV
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By:
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/s/ James Ryans
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James Ryans
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Chief Financial Officer
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Date: November 16, 2021
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