Amended Securities Registration (section 12(b)) (8-a12b/a)
20 4월 2020 - 7:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Social Capital Hedosophia Holdings Corp.
III
(Exact Name of Registrant as Specified
in Its Charter)
Cayman Islands
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98-1515192
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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317 University Ave., Suite 200
Palo Alto, California
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94301
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities to be registered pursuant
to Section 12(b) of the Act:
Title
of Each Class
to be Registered
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Name of Each Exchange on
Which
Each Class is to be Registered
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Units, each consisting of one
Class A ordinary share and one-third of one redeemable warrant
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The New York Stock Exchange
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Class A ordinary shares, par value $0.0001 per share
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The New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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The New York Stock Exchange
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box. x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box. ¨
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement
or Regulation A offering Statement file number to which this form relates: 333-236776
Securities to be registered pursuant
to Section 12(g) of the Act:
N/A
(Title of Class)
Explanatory
Note
Social
Capital Hedosophia Holdings Corp. III (the “Registrant”) hereby amends, in its entirety, the Registration Statement
on Form 8-A (File No. 001-39252) filed by the Registrant with the Securities and Exchange Commission on March 13, 2020.
Item 1.
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Description of Registrant’s Securities to be Registered.
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The securities to be registered hereby are units,
Class A ordinary shares, par value $0.0001 per share, and redeemable warrants to purchase Class A ordinary shares,
of the Registrant. The description of the units, Class A ordinary shares and warrants set forth under the
heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration
Statement on Form S-1 (File No. 333-236776), originally filed with the Securities and Exchange Commission on February 28, 2020,
as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A
relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement
that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
The following exhibits have been filed as exhibits to the Registration
Statement, as amended, and are incorporated herein by reference:
Exhibit
No.
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Description
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3.1
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Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-236776), filed with the Securities and Exchange Commission on February 28, 2020).
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3.2
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Form of Amended and Restated Memorandum and Articles of
Association (incorporated by reference to Exhibit 3.2 filed with Amendment No. 2 to the Registrant’s Registration
Statement on Form S-1 (File No. 333-236776), filed with the Securities and Exchange Commission on March 18,
2020).
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4.1
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Specimen Unit Certificate (incorporated by reference to Exhibit
4.1 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-236776), filed with
the Securities and Exchange Commission on March 18, 2020).
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4.2
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Specimen Class A Ordinary Share Certificate (incorporated by
reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No.
333-236776), filed with the Securities and Exchange Commission on February 28, 2020).
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4.3
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Specimen Warrant Certificate (incorporated by reference to
Exhibit 4.3 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-236776),
filed with the Securities and Exchange Commission on March 18, 2020).
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4.4
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Form of Warrant Agreement between Continental Stock Transfer
& Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with Amendment No. 2 to the
Registrant’s Registration Statement on Form S-1 (File No. 333-236776), filed with the Securities and Exchange
Commission on March 18, 2020).
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10.3
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Form of Investment Management Trust Agreement between
Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 filed with
Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-236776), filed with the Securities
and Exchange Commission on March 18, 2020).
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10.4
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Form of Registration Rights Agreement between the
Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed with Amendment No. 2 to the
Registrant’s Registration Statement on Form S-1 (File No. 333-236776), filed with the Securities and Exchange
Commission on March 18, 2020).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
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Social Capital Hedosophia Holdings Corp. III
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Date: April 20, 2020
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By:
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/s/ Chamath Palihapitiya
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Name: Chamath Palihapitiya
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Title: Chief Executive Officer
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Social Capital Hedosophi... (NYSE:IPOC.U)
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