Current Report Filing (8-k)
September 20 2022 - 6:03AM
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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):
September 20, 2022
Social Capital Hedosophia Holdings Corp. IV
(Exact name of registrant as specified in its
charter)
Cayman Islands |
|
001-39605 |
|
98-1547262 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
506 Santa Cruz Avenue, Suite 300
Menlo Park, California |
|
94025 |
(Address of principal executive offices) |
|
(Zip Code) |
(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 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 (17 CFR 230.425) |
¨ |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
|
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant |
|
IPOD.U |
|
New York Stock Exchange |
Class A ordinary shares, par value $0.0001 per share |
|
IPOD |
|
New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
IPODWS |
|
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 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.
Item 7.01 Regulation FD Disclosure.
On September 20, 2022, Social Capital Hedosophia
Holdings Corp. IV (the “Company”) announced that it would not complete its initial business combination by October 14, 2022,
the deadline for the Company to complete its initial business combination. A copy of an announcement by the Chairman of the Company’s
board of directors related to such determination is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit
99.1 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 the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
Due to the Company not completing a business
combination by October 14, 2022, as required by the Company’s Amended and Restated Memorandum and Articles of Association,
following October 14, 2022, the Company will as promptly as possible, but not more than ten business days thereafter, redeem (the
“Redemption”) 100% of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share
(the “Public Shares”). The Redemption is expected to be completed on October 17, 2022 (the “Redemption Date”). In the
Redemption, funds held in the Company’s trust account, less $100,000 of interest to pay dissolution expenses and net of taxes
payable, will be distributed to each holder of Public Shares on a pro rata basis (such amount, the “Redemption Amount”).
Based upon the amount held in the trust account as of June 30, 2022, which was $460,681,189, the Company estimates that the
per-share Redemption Amount will be approximately $10.01. There will be no redemption rights or liquidating distributions with
respect to the Company’s warrants, which will expire worthless upon the liquidation of the Company.
The Company anticipates that the Public Shares,
as well as the Company’s publicly traded units and warrants, will cease trading as of the close of business on October 14, 2022.
On the Redemption Date, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption
Amount. The Company has been advised that the New York Stock Exchange will file a Form 25 with the United States Securities and Exchange
Commission (the “Commission”) to delist the Company’s securities. Thereafter, the Company will file a Form 15 with the
Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Beneficial owners of the Public Shares held in
“street name,” will not need to take any action in order to receive their pro rata portion of the Redemption Amount. Holders
of registered Public Shares will need to present their respective share certificates to the Company’s transfer agent, Continental
Stock Transfer & Trust Company, to receive their pro rata portion of the Redemption Amount.
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 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” 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 the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2022 and Quarterly Report on Form 10-Q filed
with the SEC on August 11, 2022, and as those may be further amended and/or supplemented in subsequent 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 report, except as required by law.
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.
|
Social Capital Hedosophia Holdings
Corp. IV |
|
|
Date: September
20, 2022 |
By: |
/s/ James Ryans |
|
Name: |
James Ryans |
|
Title: |
Chief Financial Officer |
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