Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - Virgin Galactic Holdings, Inc | v475140_ex23-1.htm |
| EX-5.2 - EXHIBIT 5.2 - Virgin Galactic Holdings, Inc | v475140_ex5-2.htm |
| EX-5.1 - EXHIBIT 5.1 - Virgin Galactic Holdings, Inc | v475140_ex5-1.htm |
As filed with the U.S. Securities and Exchange Commission on September 13, 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. Gregg A. Noel, Esq. Jonathan Ko, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, CA 94301 (650) 470-4500 |
Harald Halbhuber, Esq. Ilir Mujalovic, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212) 848 4000 |
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. ¨
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. x 333-220130
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. ¨
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, a 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. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer x (Do not check if a smaller reporting company) | 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Security Being Registered | Amount Registered | Proposed Maximum
| Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee | ||||||||||
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one warrant(2) | 11,500,000 Units | $ | 10.00 | $ | 115,000,000 | $ | 13,328.50 | |||||||
| Class A ordinary shares included as part of the units(3) | 11,500,000 Shares | — | — | — | (4) | |||||||||
| Warrants included as part of the units(3) | 3,833,333 Warrants | — | — | — | (4) | |||||||||
| Total | $ | 115,000,000 | $13,328.50 | (5) | ||||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-220130). |
| (3) | Pursuant to Rule 416 under the Securities Act, 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). |
| (5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $575,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-220130), which was declared effective by the Securities and Exchange Commission on September 13, 2017. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $115,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462 (b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed with respect to the registration of 11,500,000 additional units of Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-third of one warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-220130) (the “Prior Registration Statement”), initially filed by the Registrant on August 23, 2017 and declared effective by the Securities and Exchange Commission on September 13, 2017. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-220130) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California on the 13th day of September, 2017.
| SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. | |||
| By: | /s/ Sachin Sood | ||
| Name: | Sachin Sood | ||
| Title: | Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Name |
Position |
Date | ||
|
* |
Chief Executive Officer and Director (Principal Executive | September 13, 2017 | ||
| Chamath Palihapitiya | Officer) | |||
|
* |
Chief Financial Officer (Principal Financial Officer) | September 13, 2017 | ||
| Philip Deutch | ||||
|
/s/ Sachin Sood |
Chief Accounting Officer (Principal Accounting Officer) | September 13, 2017 | ||
| Sachin Sood | ||||
|
* |
President and Director | September 13, 2017 | ||
| Ian Osborne | ||||
|
* |
Vice Chairman of the Board of Directors | September 13, 2017 | ||
| Anthony Bates |
| * By: | /s/ Sachin Sood | |
| Sachin Sood | ||
| Attorney-in-Fact |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Social Capital Hedosophia Holdings Corp., in the City of Palo Alto, State of California on September 13, 2017.
| By: | /s/ Sachin Sood | ||
| Name: | Sachin Sood | ||
| Title: | Chief Financial Officer | ||
EXHIBIT INDEX