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Social Capital Hedosophia Holdings Corp.* (Exact Name of Registrant As Specified in Its Charter)

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Social Capital Hedosophia Holdings Corp.* (Exact Name of Registrant As Specified in Its Charter) Table of Contents As filed with the Securities and Exchange Commission on October 8, 2019 Registration No. 333-233098 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Social Capital Hedosophia Holdings Corp.* (Exact Name of Registrant as Specified in Its Charter) Cayman Islands* 4789 98-1366046 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 120 Hawthorne Avenue Palo Alto, California 94301 (650) 521-9007 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Chamath Palihapitiya Chief Executive Officer Social Capital Hedosophia Holdings Corp. 120 Hawthorne Avenue Palo Alto, California 94301 (650) 521-9007 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Howard L. Ellin Matthew Gardner Justin G. Hamill Christopher M. Barlow Michael Johns Shayne Kennedy Skadden, Arps, Slate, Meagher & Michael Lockwood Josh Dubofsky Flom LLP Maples and Calder Charles K. Ruck Four Times Square PO Box 309, Ugland House, Latham & Watkins LLP New York, NY 10036 Grand Cayman, KY1-1104, 885 Third Avenue (212) 735-3000 Cayman Islands New York, NY 10022 (345) 949-8066 (212) 906-1200 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐ Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐ Table of Contents CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum Title of each class of to be offering price aggregate Amount of securities to be registered Registered(1) per share offering price registration fee Units, each consisting of one share of common stock, $0.0001 par value, and one-third of one redeemable warrant(2) 4,353,574 $10.9514(3) $ 47,677,730.31(3) $ 5,778.55 Common stock(4)(5) 4,353,574 — — — (6) Redeemable Warrants(5)(7) 1,451,192 — — — (6) Common stock(5)(8) 64,646,426 $10.45(9) $ 675,555,151.70(9) $81,877.29 Redeemable Warrants(5)(10) 21,548,809 $1.79(11) $ 38,572,368.11(11) $ 4,674.98 Total $ 761,805,250.12 $92,330.82(12) (1) Immediately prior to the consummation of the Mergers described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (“SCH”), intends to effect a deregistration under the Cayman Islands Companies Law (2018 Revision) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which SCH’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by SCH (after the Domestication), the continuing entity following the Domestication, which will be renamed “Virgin Galactic Holdings, Inc.” (“VGH, Inc.”), as further described in the proxy statement/prospectus. As used herein, “VGH, Inc.” refers to SCH after the Domestication, including after such change of name. (2) The number of units of VGH, Inc. being registered (the “VGH, Inc. units”) represents the number of units of SCH (the “SCH units”) that were registered pursuant to the Registration Statements on Form S-1 (333-220130 and 333-220453) (together, the “IPO Registration Statement”) and offered by SCH in its initial public offering less the number of SCH units that have been separated, upon the request of the holder thereof, into the underlying SCH public shares (as defined below) and underlying SCH public warrants (as defined below). Each VGH, Inc. unit represents one VGH, Inc. public share (as defined below) and one-third of one VGH, Inc. public warrant (as defined below). The outstanding SCH units automatically will be converted by operation of law into VGH, Inc. units as part of the Domestication. (3) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the units of SCH (the company to which VGH, Inc. will succeed following the Domestication) on the New York Stock Exchange (the “NYSE”) on August 2, 2019 ($10.9514 per unit). August 2, 2019 was the date for which the most recent reported high and low prices of the SCH units are available as of August 2, 2019 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission (the “SEC”)). This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended (the “Securities Act”). (4) The number of shares of common stock of VGH, Inc. being registered represents the number of SCH public shares that, as of the date of the first filing of this registration statement, remain represented by the SCH units. See (2) above. (5) Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (6) Pursuant to Rule 457(g) of the Securities Act, no registration fee is payable. (7) The number of redeemable warrants to acquire shares of common stock of VGH, Inc. being registered represents the number of SCH public warrants that, as of the date of the first filing of this registration statement, remain represented by the SCH units. See (2) above. (8) The number of shares of common stock of VGH, Inc. being registered represents the number of Class A ordinary shares of SCH that were registered pursuant to the IPO registration statement and offered by SCH in its initial public offering (the “SCH public shares”) less the number of SCH public shares that are represented by the SCH units. See (2) above. The SCH public shares (including those that underlie the SCH units) automatically will be converted by operation of law into shares of common stock of VGH, Inc. in the Domestication (“VGH, Inc. public shares”). (9) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of SCH (the company to which VGH, Inc. will succeed following the Domestication) on the NYSE on August 2, 2019 ($10.45 per Class A ordinary share). August 2, 2019 was the date for which the most recent reported high and low prices of the Class A ordinary shares of SCH were available as of August 2, 2019 (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act. (10) The number of redeemable warrants to acquire shares of common stock of VGH, Inc. being registered represents the number of redeemable warrants to acquire Class A ordinary shares of SCH that were registered pursuant to the IPO registration statement and offered by SCH in its initial public offering (the “SCH public warrants”) less the number of SCH public warrants that are represented by the SCH units. The SCH public warrants (including those that underlie the SCH units) automatically will be converted by operation of law into redeemable warrants to acquire shares of common stock of VGH, Inc. in the Domestication (“VGH, Inc. public warrants”). (11) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the warrants of SCH (the company to which VGH, Inc. will succeed following the Domestication) on the NYSE on August 2, 2019 ($1.79 per warrant). August 2, 2019 was the date for which the most recent reported high and low prices of the warrants of SCH were available as of August 2, 2019 (such date being within five business days of the date that this registration statement was first filed with the SEC).
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