U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-A

 

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

Social Capital Hedosophia Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Cayman Islands   98-1366046

(State or other jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

   

120 Hawthorne Avenue

Palo Alto, California

94301
(Address of Principal Executive Offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class to be Registered

 

Name of Each Exchange on

Which Each Class is to be Registered

Units, each consisting of one Class A Ordinary Share and one-third of one Warrant   The New York Stock Exchange
   
Class A ordinary shares, par value $0.0001   The New York Stock Exchange
   
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50   The New York Stock Exchange

 

 

 

 

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 file number to which this form relates: 333-220130

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

N/A

(Title of Class)

 

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are units, Class A ordinary shares, par value $0.0001 per share, and warrants to purchase Class A ordinary shares, of Social Capital Hedosophia Holdings Corp. (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. 333-220130), originally filed with the Securities and Exchange Commission on August 23, 2017, 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.

 

Item 2. Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:

 

Exhibit
No. 		  Description
       
  3.1     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. 333-220130), filed with the Securities and Exchange Commission on August 23, 2017).
     
  3.2     Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-220130), filed with the Securities and Exchange Commission on September 1, 2017).
     
  4.1     Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-220130), filed with the Securities and Exchange Commission on August 23, 2017).
     
  4.2     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. 333-220130), filed with the Securities and Exchange Commission on August 23, 2017).
     
  4.3     Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-220130), filed with the Securities and Exchange Commission on September 1, 2017).
     
  4.4     Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-220130), filed with the Securities and Exchange Commission on September 1, 2017).
     
10.3     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. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-220130), filed with the Securities and Exchange Commission on September 1, 2017).
     
10.4     Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-220130), filed with the Securities and Exchange Commission on September 1, 2017).

 

 

 

 

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.

 

  Social Capital Hedosophia Holdings Corp.
     
Date: September 11, 2017 By:   /s/ Chamath Palihapitiya
      Name:  Chamath Palihapitiya
      Title:    Chief Executive Officer