Current Report Filing (8-k)
11 12월 2020 - 8:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): December 10, 2020
Social Capital Hedosophia Holdings Corp.
IV
(Exact
name of registrant as specified in its charter)
Cayman Islands
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001-39605
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98-1547262
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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317 University Ave, Suite 200
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Palo Alto, CA
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94301
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(Address of principal executive offices)
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(Zip Code)
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(650)
521-9007
(Registrant’s
telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencements
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Securities Exchange Act of 1934:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on
which registered
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Units, each consisting of one Class A
ordinary share and one-fourth of one redeemable warrant
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IPOD.U
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New York Stock Exchange
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Class A ordinary shares, par value
$0.0001 per share
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IPOD
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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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IPOD WS
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New York Stock Exchange
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10,
2020, Joanne Bradford and Katie J. Stanton were appointed to the board of directors (the “Board”) of Social
Capital Hedosophia Holdings Corp. VI (the “Company”). Effective December 10, 2020, Ms. Bradford and
Ms. Stanton were also appointed to the Board’s (i) Audit Committee, (ii) Compensation Committee and (iii) Nominating
and Corporate Governance Committee. The Board has determined that each of Ms. Bradford and Ms. Stanton is an independent
director under applicable Securities and Exchange Commission and New York Stock Exchange rules.
In connection with the appointment
of Ms. Bradford and Ms. Stanton, the Company entered into the following agreements:
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·
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Letter Agreements, dated December 10, 2020 (the “Letter Agreements”), between
the Company and each of Ms. Bradford and Ms. Stanton, pursuant to which each of Ms. Bradford and Ms. Stanton
has agreed to: vote any Class A Ordinary Shares held by her in favor of the Company’s initial business combination;
facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the
time period required by its amended and restated memorandum and articles of association; and certain transfer restrictions
with respect to the Company’s securities.
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·
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Indemnity
Agreements, dated December 10, 2020 (the “Indemnity Agreements”), between
the Company and each of Ms. Bradford and Ms. Stanton, providing each of Ms. Bradford
and Ms. Stanton contractual indemnification in addition to the indemnification provided
for in the Company’s amended and restated memorandum and articles of association.
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·
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Director
Restricted Stock Unit Award Agreements, dated December 10, 2020 (the “Director
Restricted Stock Unit Award Agreements”), between the Company and each of Ms. Bradford
and Ms. Stanton, providing for the grant of 100,000 restricted stock units (“RSUs”)
to each of Ms. Bradford and Ms. Stanton, which grant is contingent on both
the consummation of an initial business combination with the Company and a shareholder
approved equity plan. The RSUs will vest upon the consummation of such initial business
combination and represent 200,000 Class A ordinary shares of the Company (100,000
for each of Ms. Bradford and Ms. Stanton) that will settle on a date selected
by the Company in the year following the year in which such consummation occurs.
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The foregoing descriptions of
the Letter Agreements, the Indemnity Agreements and Director Restricted Stock Unit Award Agreements do not purport to be complete
and are qualified in their entireties by reference to the Letter Agreements, the Indemnity Agreements and Director Restricted
Stock Unit Award Agreements, copies of which are attached as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, and are incorporated
herein by reference.
Other than the foregoing, Ms. Bradford
and Ms. Stanton are not party to any arrangement or understanding with any person pursuant to which they were appointed as
directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving
the Company.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Form 8-K:
Exhibit
No.
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Description
of Exhibits
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10.1
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Letter
Agreement, dated December 10, 2020, between the Company and Ms. Bradford.
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10.2
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Letter
Agreement, dated December 10, 2020, between the Company and Ms. Stanton.
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10.3
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Indemnity
Agreement, dated December 10, 2020, between the Company and Ms. Bradford.
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10.4
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Indemnity
Agreement, dated December 10, 2020, between the Company and Ms. Stanton.
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10.5
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Director
Restricted Stock Unit Award Agreement, dated December 10, 2020, between the Company and Ms. Bradford.
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10.6
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Director
Restricted Stock Unit Award Agreement, dated December 10, 2020, between the Company and Ms. Stanton.
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Social Capital Hedosophia Holdings
Corp. IV
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Date: December 10, 2020
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By:
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/s/
Chamath Palihapitiya
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Name:
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Chamath Palihapitiya
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Title:
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Chief Executive Officer
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