Opendoor Technologies Inc. — Capital/Financing Update 2020

Apr 28, 2020

S-1MEF 1 tm2017762d1_s1mef.htm S-1MEF

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As filed with the U.S. Securities and Exchange Commission on April 27, 2020.

Registration No. 333-

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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. II

(Exact name of registrant as specified in its charter)

Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) 98-1515020 (I.R.S. Employer Identification Number)

317 University Ave, Suite 200 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. II 317 University Ave, Suite 200 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. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 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. ☒ 333-236774

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, 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 x Smaller reporting company x 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		Proposed Maximum Offering Price per Security(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant(2)	6,900,000	$ 10.00	$ 69,000,000	$ 8,957
Class A ordinary shares included as part of the units(3)	6,900,000	—	—	—	(4)
Redeemable warrants included as part of the units(3)	2,300,000	—	—	—	(4)
Total			$ 69,000,000	$ 8,957	(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. 333-236774).

(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).

(5) The Registrant previously registered securities having a proposed maximum aggregate offering price of $345,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-236774), which was declared effective by the Securities and Exchange Commission on April 27, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $69,000,000 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.

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EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of 6,900,000 additional units of Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-third of one redeemable 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 adjustment as provided herein, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-236774) (the “Prior Registration Statement”), initially filed by the Registrant on February 28, 2020 and declared effective by the Securities and Exchange Commission on April 27, 2020. 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.

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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 Prior Registration Statement on Form S-1 (SEC File No. 333-236774) 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:

Exhibit	Description
5.1	Opinion
of Maples and Calder
5.2	Opinion
of Skadden, Arps, Slate, Meagher & Flom LLP
23.1	Consent
of Marcum LLP
23.2	Consent
of Maples and Calder (included in Exhibit 5.1)
23.3	Consent
of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)
24	Power
of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-236774)
filed on February 28, 2020

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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 27th day of April, 2020.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II
By:	/s/ Steven Trieu
	Name: Steven Trieu
	Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
* Chamath Palihapitiya	Chief Executive Officer and Chairman of the board of directors (Principal Executive Officer)	April 27, 2020
/s/ Steven Trieu Steven Trieu	Chief Financial Officer (Principal Financial and Accounting Officer)	April 27, 2020
* Ian Osborne	President and Director	April 27, 2020
/s/ Adam Bain Adam Bain	Director	April 27, 2020
/s/ David Spillane David Spillane	Director	April 27, 2020
/s/ Cipora Herman Cipora Herman	Director	April 27, 2020
*By: /s/ Steven Trieu Steven Trieu Attorney-in-Fact

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