NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS
Social Capital Hedosophia Holdings Corp. VI (the
“Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 10, 2020. The Company was
formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”).
Although the Company is not limited to a particular
industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses operating in the technology
industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies.
As of March 31, 2021, the Company had not commenced any operations.
All activity for the period from July 10, 2020 (inception) through March 31, 2021 relates to the Company’s formation,
the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering,
identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion
of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds
derived from the Initial Public Offering.
The
registration statement for the Company’s Initial Public Offering became effective on October 8, 2020. On October 14, 2020,
the Company consummated the Initial Public Offering of 115,000,000 units (the “Units” and, with respect to the Class A
ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters
of the over-allotment option to purchase an additional 15,000,000 Units, at $10.00 per Unit, generating gross
proceeds of $1,150,000,000 which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 11,000,000 warrants (the “Private Placement
Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to the Company’s sponsor, SCH Sponsor
VI LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds
of $22,000,000, which is described in Note 4.
Transaction
costs amounted to $60,816,147, consisting of $20,000,000 of underwriting fees, $40,250,000 of deferred underwriting fees and $566,147
of other offering costs. Of the total transaction costs incurred, $2,246,990 was recognized as an expense on the Statement of Operations for the period ended December 30, 2020, in the Statement
of Operations as this amount related to the warrants recognized as liabilities.
Following
the closing of the Initial Public Offering on October 14, 2020, an amount of $1,150,000,000 ($10.00 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the
“Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth
in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity
of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions
of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business
Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New
York Stock Exchange rules require that the Business Combination must be with one or more operating businesses or assets with a fair
market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital
purposes, if permitted, and excluding the amount of any deferred underwriting discount). The Company will only complete a Business Combination
if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or
otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company
under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The Company will provide the holders of the Public
Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion
of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by
means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a
tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their shares for a pro rata portion
of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including
any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations.
The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of
a Business Combination with respect to the Company’s warrants.
The Company will proceed with a Business Combination
only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 following any
related share redemptions and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law
approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general
meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business
or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions
pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents
containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its
Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving
a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve
a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally,
subject to the immediately succeeding paragraph, each Public Shareholder may elect to redeem their Public Shares, without voting, and
if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company
seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules,
a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert
or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares without the Company’s
prior written consent.
The Sponsor has agreed (a) to waive its redemption
rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination (and
not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination)
and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or
to redeem 100% of the Public Shares if the Company does not complete a Business Combination within Combination Period (as defined below)
or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity,
unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company will have until October 14, 2022
to consummate a Business Combination. However, if the Company has not completed a Business Combination by October 14, 2022 (as such
period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the “Combination
Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem 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 (which interest shall be net of taxes payable, and less up to
$100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely
extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if
any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the
Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account. There will be no redemption rights
or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete
a Business Combination within the Combination Period.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the
Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which
the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00
per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust
Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as
to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims
under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be
unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The
Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities
with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or
to monies held in the Trust Account.
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of
the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.
Liquidity and Going Concern
As of March 31, 2021, the Company had $140,821
in its operating bank accounts, $1,150,052,938 in securities held in the Trust Account to be used for a Business Combination or to repurchase
or redeem its ordinary shares in connection therewith and working capital of $599,536. As of March 31, 2021, approximately $28,360
of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.
Until the consummation of a Business Combination,
the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing
due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring,
negotiating and consummating the Business Combination.
The Company will need to raise additional capital
through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers,
directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able
to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to
conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential
transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially
acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern
for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial
statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that
might be necessary should the Company be unable to continue as a going concern.
The accompanying unaudited condensed financial
statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information. Accordingly, they do not contain all disclosures required by GAAP for complete financial statements.
Reference is made to the Company’s audited financial statements, including the notes thereto, included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2020.
The preparation of the interim financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the amounts reported in the condensed financial statements and accompanying notes. Actual results could differ materially
from these estimates. The data contained in these condensed financial statements are unaudited and are subject to year-end adjustments.
However, in the opinion of management, all known adjustments have been made to present fairly the operating results for the
unaudited period.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in conformity with GAAP and in accordance with the instructions
to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed
or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the
information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion
of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature,
which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the audited financial statements contained in Amendment No. 1 to the Company’s Annual
Report on Form 10-K/A filed with the SEC on June 22, 2021. The interim results results for the three months ended March 31, 2021 are
not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public
accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of the financial statements in
conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of March 31, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account
At March 31, 2021 and December 31, 2020,
substantially all of the assets held in the money market fund were invested primarily in U.S. Treasury securities.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Warrant Liabilities
The Company accounts for the Public Warrants and
Private Placement Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity.”
A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components
of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants were recorded as derivative liabilities
on the Balance Sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in
accordance with ASC 820, with changes in fair value recognized in the Statement of Operations in the period of change.
Class A Ordinary Shares Subject to
Possible Redemption
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.”
Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value.
Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control
of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified
as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A
ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value
as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Components of Equity
Upon the Initial Public Offering, the Company
issued Class A Ordinary shares and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the
proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to
the Warrants based on their initial fair value measurement of $58,551,750 and then allocated the remaining proceeds, net of underwriting
discounts and offering costs of $58,569,157 to the Class A Ordinary shares. A portion of the 115,000,000 Class A Ordinary shares
are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the
Company’s control.
Income Taxes
The Company accounts for income taxes under ASC
740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both
the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and
no amounts accrued for interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review
that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations
by major taxing authorities since inception.
The Company is considered an exempted Cayman Islands
Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As
such, the Company’s tax provision was zero for the period presented.
On March 27, 2020, President Trump signed
the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business
tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”)
and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules,
accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation
under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax
provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position or statement
of operations.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Net Income (Loss) Per Share
Net income (loss) per share is computed by dividing
net income by the weighted-average number of ordinary shares outstanding during the period.
The Company’s Statement of Operations includes
a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method
of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption
is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted
average number of ordinary shares subject to possible redemption outstanding since original issuance.
Net income (loss) per share, basic and diluted,
for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities
attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding
for the period, basic and diluted.
Non-redeemable ordinary shares include Founder
Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate
in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.
The following table reflects the calculation of
basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
|
|
For the Three Months Ended
March 31, 2021
|
|
Ordinary shares subject to possible redemption
|
|
|
|
|
Numerator: Earnings allocable to Common stock subject to possible redemption
|
|
|
|
|
Interest earned on marketable securities held in Trust Account
|
|
$
|
24,682
|
|
Net income attributable to Class A ordinary shares subject to possible redemption
|
|
$
|
24,682
|
|
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
|
|
97,576,511
|
|
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
|
|
$
|
0.00
|
|
|
|
|
|
|
Non-Redeemable Common Stock
|
|
|
|
|
Numerator: Net Income minus Net Earnings - Basic
|
|
|
|
|
Net Income
|
|
$
|
25,074,005
|
|
Less: Net income allocable to Class A ordinary shares subject to possible redemption
|
|
|
(24,682
|
)
|
Non-Redeemable Net Income - Basic
|
|
$
|
25,049,323
|
|
Denominator: Weighted Average Non-Redeemable ordinary shares
|
|
|
|
|
Basic weighted average shares outstanding, Non-redeemable ordinary shares
|
|
|
46,173,489
|
|
Basic net income per share, Non-redeemable ordinary shares
|
|
$
|
0.54
|
|
|
|
|
|
|
Numerator: Net Income minus Net Earnings - Diluted
|
|
|
|
|
Non-Redeemable Net Income - Basic
|
|
$
|
25,049,323
|
|
Less: Change in fair value of derivative liability
|
|
|
(25,495,000
|
)
|
Non-Redeemable Net Loss-Diluted
|
|
$
|
(445,677
|
)
|
Denominator: Weighted Average Non-Redeemable ordinary shares (1)
|
|
|
|
|
Diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
|
|
51,953,062
|
|
Diluted net loss per share, Non-redeemable ordinary shares
|
|
$
|
(0.01
|
)
|
(1)Diluted weighted average shares
outstanding was calculated using the treasury stock method utilizing a weighted average share price of $13.46 and the effect of the warrants
sold in the Initial Public Offering and the private placement to purchase an aggregate of 33,970,427 shares.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company
is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which
qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in
the accompanying balance sheet, primarily due to their short-term nature, except for the Warrants (see Note 9).
Recent Accounting Standards
In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which
simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes
certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies
the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December
15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective
as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.
Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial
statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company
sold 115,000,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 15,000,000 Units,
at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable Public
Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per
whole share, subject to adjustment (see Note 8).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 11,000,000 Private Placement Warrants at a price of $2.00 per Private Placement
Warrant, for an aggregate purchase price of $22,000,000. Each Private Placement Warrant is exercisable for one Class A ordinary share
at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the sale of the Private Placement Warrants
was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will
be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants
will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On July 10, 2020, the Company issued one
ordinary share to the Sponsor for no consideration. On July 16, 2020, the Company cancelled the one share issued in July 2020
and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000. On September 17, 2020, the Company
effected a share capitalization resulting in the Sponsor holding an aggregate of 28,750,000 Founder Shares. All share and per-share amounts
have been retroactively restated to reflect the share capitalization. The Founder Shares will automatically convert into Class A
ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder,
on a one-for-one basis, subject to certain adjustments, as described in Note 7.
The Founder Shares included an aggregate of up
to 3,750,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was
not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued
and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise
their over-allotment option, no Founder Shares are currently subject to forfeiture.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The Sponsor has agreed, subject to limited exceptions,
not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof
(together, “Founder Shares”) until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent
to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share subdivisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the
date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that
results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property.
Administrative Support Agreement
The Company entered into an agreement whereby,
commencing on October 9, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative
and support services. For the three months ended March 31, 2021, the Company incurred $30,000, in fees for these services, of which
such amount is included in accrued expenses in the accompanying balance sheet.
Advance from Related Party
Through March 31, 2021, the Sponsor paid
for certain offering and other administrative costs on behalf of the Company in connection with the Initial Public Offering. The advances
are non-interest bearing and due on demand. At March 31, 2021 and December 31, 2020, advances amounting to $3,531 and $5,000,
respectively, were outstanding.
Promissory Note — Related
Party
On July 16, 2020, the Company issued an unsecured
promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount
of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 and (ii) the
completion of the Initial Public Offering. The Promissory Note was amended and restated on September 17, 2020 solely to increase
the amount that could be borrowed to an aggregate principal amount of $500,000. The aggregate outstanding balance under the Promissory
Note of $500,000 was repaid at the closing of the Initial Public Offering on October 14, 2020.
Related Party Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans
would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the
lender’s discretion, up to $2,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price
of $2.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does
not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
Pursuant to a registration rights agreement entered
into on October 8, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion
of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants
issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights
requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s
Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration
demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company
to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement
provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective
until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such
registration statements.
Underwriting Agreement
The underwriter is entitled to a deferred fee
of $0.35 per Unit, or $40,250,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the
Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Financial Advisory Fee
The underwriters agreed to reimburse the Company
for an amount equal to (1) 10% of the non-deferred underwriting commission payable to the underwriter, of which $2,000,000 was paid
to Connaught (UK) Limited ("Connaught") upon the closing of the Initial Public Offering, and (2) 20% of the deferred underwriting
commission payable to the underwriter, of which $8,050,000 will be paid to Connaught upon the closing of the Business Combination.
Restricted Stock Unit Award
In December 2020, pursuant to a Director
Restricted Stock Unit Award Agreement, dated December 7, 2020, between the Company and Ms. Leary, the Company granted 100,000
restricted stock units (“RSUs”) to Ms. Leary, which grant is contingent on both the consummation of our initial Business
Combination and a shareholder approved equity plan. The RSUs will vest upon the consummation of such initial Business Combination and
represent 100,000 Class A ordinary shares of the Company that will settle on a date we select in the year following the year in which
such Business Combination occurs.
NOTE 7. TEMPORARY EQUITY AND PERMANENT EQUITY
Preferred
Shares — The Company is authorized to issue 5,000,000 preference shares with a par
value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting
and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover
effects. At March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding.
Class A
Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary
shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31,
2021 and December 31, 2020, there were 14,918,610 and 17,423,489 Class A ordinary shares issued and outstanding, respectively,
excluding 100,081,390 and 97,576,511, respectively, Class A ordinary shares subject to possible redemption.
Class B
Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary
shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At
each March 31, 2021 and December 31, 2020, there was 28,750,000 Class B ordinary shares issued and outstanding.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Only holders of the Class B ordinary shares
will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and
holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s
shareholders except as otherwise required by law.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option of the holder,
on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities,
are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination,
the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority
of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares
will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of
the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection
with a Business Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller
in a Business Combination.
NOTE 8. WARRANTS
Public Warrants may only be exercised for a whole
number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable
on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the
Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon
redemption or liquidation.
The Company will not be obligated to deliver any
Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise
unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise
of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations
with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on
a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless
the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder,
or an exemption from registration is available.
The Company has agreed that as soon as practicable,
but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts
to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares
issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective
within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant
agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed
on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects,
the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become
exercisable, the Company may redeem the Public Warrants:
|
•
|
in whole and not in part;
|
|
|
|
|
•
|
at a price of $0.01 per Public Warrant;
|
|
|
|
|
•
|
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and
|
|
|
|
|
•
|
if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
|
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become
exercisable, the Company may redeem the Public Warrants:
|
•
|
in whole and not in part;
|
|
•
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares;
|
|
•
|
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and
|
|
•
|
if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
If and when the Public Warrants become redeemable
by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for
sale under all applicable state securities laws.
The exercise price and number of ordinary shares
issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not
be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required
to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and
the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect
to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with
respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an
issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price
to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates,
without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net
of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day
period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to
115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described above
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00
per share redemption trigger prices described will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and
the Newly Issued Price.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The Private Placement Warrants are identical to
the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A
ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days
after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will
be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers
or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted
transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the
Public Warrants.
NOTE 9. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31,
2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description
|
|
Level
|
|
|
March 31,
2021
|
|
|
December 31,
2020
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities held in Trust Account(1)
|
|
|
1
|
|
|
$
|
1,150,052,938
|
|
|
$
|
1,150,024,578
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement Warrants(2)
|
|
|
2
|
|
|
|
28,930,000
|
|
|
$
|
36,025,000
|
|
Public Warrants(2)
|
|
|
1
|
|
|
|
75,612,500
|
|
|
|
94,012,500
|
|
(1) The
fair value of the marketable securities held in trust account approximates the carrying amount primarily due to their short-term nature.
(2) Measured
at fair value on a recurring basis.
Warrants
The Warrants are accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. The warrant liabilities are measured
at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities
in the Statement of Operations.
The Warrants are measured at fair value on a recurring
basis. The subsequent measurement of the Public Warrants as of March 31, 2021 and December 31, 2020 is classified as Level 1
due to the use of an observable market quote in an active market under the ticker IPOF.WS. As the transfer of Private Placement Warrants
to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having
substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent
to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement
Warrants are classified as Level 2.
As of March 31, 2021, the aggregate values
of the Private Placement Warrants and Public Warrants were $28.9 million and $75.6 million, respectively, based on a fair value of $2.63
per warrant.
As of December 31, 2020, the aggregate values
of the Private Placement Warrants and Public Warrants were $36.0 million and $94.0 million, respectively, based on fair values of $3.275
and $3.27, respectively, per warrant.
The following table presents the changes in the fair value of warrant
liabilities:
|
|
Private Placement
|
|
|
Public
|
|
|
Warrant Liabilities
|
|
Fair value as of December 30, 2020
|
|
$
|
36,025,000
|
|
|
$
|
94,012,500
|
|
|
$
|
130,037,500
|
|
Change in valuation inputs or other assumptions(1)(2)
|
|
|
(7,095,000
|
)
|
|
|
(18,400,000
|
)
|
|
|
(25,495,000
|
)
|
Fair value as of March 31, 2021
|
|
$
|
28,930,000
|
|
|
$
|
75,612,500
|
|
|
$
|
104,542,500
|
|
|
(1)
|
Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations.
|
|
(2)
|
There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2021.
|
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company
did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.