On
April 24, 2020, Social Capital Hedosophia Holdings Corp. III (the “Company”) consummated its initial public
offering (the “IPO”) of 82,800,000 units (the “Units”), including the issuance of 10,800,000
Units as a result of the underwriter’s exercise of their over-allotment option. Each Unit consists of one Class A ordinary
share of the Company, par value $0.0001 per share (an “Ordinary Share”), and one-third of one redeemable warrant
of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject
to adjustment. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $828,000,000.
Substantially
concurrently with the closing of the IPO, the Company completed the private sale of 10,933,333 warrants (the “Private
Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, SCH
Sponsor III LLC (the “Sponsor”), generating gross proceeds to the Company of $16,400,000. The Private
Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by
the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios
when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon
exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until
30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a
cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration
rights.
A total
of $828,000,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants, were placed in a U.S.-based
trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except
with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if
any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1)
the completion of the Company's initial business combination; (2) the redemption of any public shares properly submitted in connection
with a shareholder vote to amend the Company's amended and restated memorandum and articles of association (A) to modify the substance
or timing of the Company's obligation to allow redemption in connection with its initial business combination or to redeem 100%
of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the
IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;
and (3) the redemption of the Company's public shares if the Company has not completed its initial business combination within
24 months from the closing of the IPO, subject to applicable law.
In connection with the IPO, the Company entered into
the following agreements, the forms of which were previously filed as exhibits to the Company registration statement (File No.
333-236776):
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Amended and Restated Memorandum and Articles of Association of the Company.
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An Underwriting Agreement, dated April 21, 2020, between the Company and
Credit Suisse Securities (USA) LLC.
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A Warrant Agreement, dated April 21, 2020, between the Company and Continental
Stock Transfer & Trust Company, as warrant agent.
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A Letter Agreement, dated April 21, 2020, among the Company, the Sponsor and the Company’s officers and directors.
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An Investment Management Trust Agreement, dated April 21, 2020, between the Company and Continental
Stock Transfer & Trust Company, as trustee.
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A Registration Rights Agreement, dated April 21, 2020, among the Company, the Sponsor and certain
other security holders named therein.
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An Administrative Services Agreement, dated April 21, 2020, between the Company and Social Capital Holdings, Inc.
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A Sponsor Warrants Purchase Agreement, dated April 21, 2020, between the Company and the Sponsor.
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An Indemnity Agreement, dated April 21, 2020, between the Company and Chamath Palihapitiya.
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An Indemnity Agreement, dated April 21, 2020, between the Company and Ian Osborne.
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An Indemnity Agreement, dated April 21, 2020, between the Company and Dr. James Ryans.
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An Indemnity Agreement, dated April 21, 2020, between the Company and Jacqueline D. Reses.
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An Indemnity Agreement, dated April 21, 2020, between the Company and Steven Trieu.
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An Indemnity Agreement, dated April 21, 2020, between the Company and Simon Williams.
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On April 21, 2020, the Company issued a press release,
a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.