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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) S-1 1 v473766_s1.htm S-1 As filed with the U.S. Securities and Exchange Commission on August 23, 2017. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Social Capital Hedosophia Holdings Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 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, CA 94301 Telephone: (650) 521-9007 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Chamath Palihapitiya Chief Executive Officer c/o Social Capital Hedosophia Holdings Corp. 120 Hawthorne Avenue Palo Alto, CA 94301 Telephone: (650) 521-9007 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Howard L. Ellin, Esq. Harald Halbhuber, Esq. Gregg A. Noel, Esq. Ilir Mujalovic, Esq. Jonathan Ko, Esq. Shearman & Sterling LLP Skadden, Arps, Slate, Meagher & Flom LLP 599 Lexington Avenue 525 University Avenue, Suite 1400 New York, New York 10022 Palo Alto, CA 94301 (212) 848 4000 (650) 470-4500 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. o 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. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 o Accelerated filer o Non-accelerated filer x Smaller reporting company o (Do not check if a smaller reporting company) 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 to Section 7(a)(2)(B) of the Securities Act. o TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Offering Price Maximum Amount Being per Aggregate Amount of Title of Each Class of Security Being Registered Registered Security(1) Offering Price(1) Registration Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one warrant(2) 57,500,000 Units $ 10.00 $ 575,000,000 $ 66,642.50 Class A ordinary shares included as part of the units(3) 57,500,000 Shares — — —(4) Warrants included as part of the units(3) 19,166,667 Warrants — — —(4) Total $ 575,000,000 $ 66,642.50 (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 7,500,000 units, consisting of 7,500,000 Class A ordinary shares and 2,500,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. (4) No fee pursuant to Rule 457(g). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED AUGUST 23, 2017 PRELIMINARY PROSPECTUS $500,000,000 Social Capital Hedosophia Holdings Corp. 50,000,000 Units Social Capital Hedosophia Holdings Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a target business operating in the technology industries. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 7,500,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein. Our sponsor, SCH Sponsor Corp., a Cayman Islands exempted company (which we refer to as our “sponsor” throughout this prospectus), has committed to purchase an aggregate of 8,000,000 warrants (or 9,000,000 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.50 per warrant ($12,000,000 in the aggregate or $13,500,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment as provided herein. Our sponsor currently holds 14,375,000 Class B ordinary shares (up to 1,875,000 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all Class A ordinary shares issued and outstanding upon the completion of this offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination.
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