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EX-99.1 - EXHIBIT 99.1 - Virgin Galactic Holdings, Incv475475_ex99-1.htm

 

 

 

 

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): September 18, 2017

 

 

 

Social Capital Hedosophia Holdings Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands 001-38202 98-1366046
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)

 

120 Hawthorne Avenue  
Palo Alto, California 94301
(Address of principal executive offices) (Zip Code)

 

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communication 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01Other Events.

 

On September 18, 2017, Social Capital Hedosophia Holdings Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 69,000,000 units (the “Units”), including the issuance of 9,000,000 Units as a result of the underwriters’ exercise of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-third of one warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $690,000,000.

 

Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 8,000,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, SCH Sponsor Corp. (the “Sponsor”), generating gross proceeds to the Company of $12,000,000.

 

A total of $690,000,000, comprised of $678,000,000 of the proceeds from the IPO (including $24,150,000 of the underwriters’ deferred discount) and $12,000,000 of the proceeds of the sale of the Private Placement Warrants, were placed in a U.S.-based trust account at JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of September 18, 2017 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits. The following exhibits are filed with this Form 8-K:

  

Exhibit
No.
Description of Exhibits
   
99.1 Audited Balance Sheet, as of September 18, 2017.

 

 

 

 

 

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.

 

  Social Capital Hedosophia Holdings Corp.
     
Date: September 22, 2017 By: /s/ Chamath Palihapitiya
  Name: Chamath Palihapitiya
  Title: Chief Executive Officer

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit
No.
Description of Exhibits
   
99.1 Audited Balance Sheet, as of September 18, 2017.