SecProbe.io

September 3, 2019
Chamath Palihapitiya
Chief Executive Officer
Social Capital Hedosophia Holdings Corp.
120 Hawthorne Avenue
Palo Alto, CA 94301
Re:Social Capital Hedosophia Holdings Corp.
Registration Statement on Form S-4
Filed August 7, 2019
File No. 333-233098
Dear Mr. Palihapitiya:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed August 7, 2019
Prospectus Summary, page 1
1.Please revise to provide the dates of the U.S. Chamber of Commerce article you cite here
and the Credit Suisse Research Institute report you cite on page 201.
2.Please disclose your expected timeline of achieving and the substance of  your remaining
verification and validation steps that must be completed before the FAA will clear you to
include customers on your spaceflights.

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Hedosophia Holdings Corp.
 September 3, 2019 Page 2
 FirstName LastNameChamath Palihapitiya
Social Capital Hedosophia Holdings Corp.
September 3, 2019
Page 2
Risk Factors
Risks Related to VGH, Inc.'s Business
Due to the inherent risks associated with commercial spaceflight..., page 37
3.Please disclose your conclusions about and steps you have taken to address the causes of
the October 31, 2014 in-flight incident.
Risks Related to the Consummation of the Domestication
The provisions of the proposed certificate of incorporation requiring exclusive forum in the
Court of Chancery of the State of Delaware..., page 71
4.You disclose here and elsewhere that your certificate of incorporation includes a forum
selection provision identifying the Court of Chancery of the State of Delaware as the
exclusive forum for certain litigation, including any “derivative action,” but that,
notwithstanding this provision, your proposed certificate of incorporation will provide that
the exclusive forum provision will not apply to suits brought to enforce a duty or liability
created by the Securities Act or the Exchange Act or any other claim for which the federal
courts have exclusive jurisdiction.  However, your form of Certificate of Incorporation
included as Annex F does not include this limitation.  If this provision does not apply to
actions arising under the Securities Act or Exchange Act, please ensure that the exclusive
forum provision in your Certificate of Incorporation states this clearly.
Background to the Business Combination, page 111
5.We note your disclosure that the initial non-binding letter SCH sent to Virgin management
on January 24, 2019 included an initial enterprise value for the Virgin Galactic business
operated by the VG Companies and the Virgin Orbit business of $1.5 billion on a pre-
transaction, debt-free, cash-free basis.  After the Virgin Orbit business was excluded, on
March 2, 2019, you further disclose that SCH sent to Virgin management the first version
of a new non-binding letter of intent, and that this $850 million (with no earn-out
opportunity) and a secondary repurchase of up to $150 million valuation fell within the
lower range of valuations that SCH management had considered for the VG Companies
alone. Please revise to provide additional details regarding how SCH determined the
valuation of the Virgin businesses initially and then the range of valuations for the VG
Companies alone.
Projected Financial Information, page 128
6.We note your disclosure regarding the financial projections provided by management of
the VG Companies to SCH.  Please disclose, and quantify as appropriate, the material
assumptions underlying these projections.  For example, we note that the projected
financial summary on slide 61 from the investor presentation filed on an Exhibit 99.2 to a
Form 8-K, Rule 425 filing, filed on July 9, 2019 includes assumptions as to the numbers
of vehicles, total flights and total number of passengers, among other assumptions

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Hedosophia Holdings Corp.
 September 3, 2019 Page 3
 FirstName LastNameChamath Palihapitiya
Social Capital Hedosophia Holdings Corp.
September 3, 2019
Page 3
disclosed that appear to underlie the revenue projections.
U.S. Federal Income Tax Considerations, page 163
7.You disclose that you intend the domestication will qualify as a “reorganization” within
the meaning of Section 368(a)(1)(F) of the Code.  As such, a tax opinion appears
required.  If you elect to use a short-form opinion, please note that the opinion and the
related tax disclosure in the prospectus both must state clearly that the disclosure in the tax
consequences section of the prospectus is the opinion of counsel and that disclosure must
clearly identify and articulate the opinion being rendered.  Please refer to Section III of
Staff Legal Bulletin 19 (Oct. 14, 2011).
Unaudited Pro Forma Condensed Combined Financial Information, page 173
8.Please tell us your consideration of reflecting the new trademark license agreement
granting the rights to use certain VIRGIN marks in the pro forma financial statements
pursuant to Item 11-02 of Regulation S-X.
Information About SCH
Directors and Executive Officers, page 188
9.A number of the biographical sketches of your officers and directors are unclear with
regard to the most recent five years of business experience, including positions held
during that time.  In particular, please revise the sketches for Messrs. Williamsand Bain to
eliminate any gaps or ambiguities regarding their experience during the most recent five
years.  Please also disclose any other directorships held by them in another public
company during that timeframe.  In this regard, we note that Mr. Palihapitiya appears
serve as a director of Slack Technologies Inc.  See Item 401(e) of Regulation S-K.
Facilities, page 216
10.Please file copies of the lease agreements for your facilities at the Mojave Air and Space
Port in Mojave, California or explain why they are not required to be filed. Refer to Item
601(b)(10) of Regulation S-K.
The VG Companies Management's Discussion and Analysis of Financial Condition and Results
of Operations
Funding Requirements, page 227
11.We note that the VG Companies have two additional SpaceShipTwo vehicles under
construction to expand the fleet to a total of five SpaceShipTwo by the end of 2023, in
addition to expenditures related to the anticipated launch in 2020.  Please provide an
estimate of the amount of capital necessary to accomplish these goals as well as the timing
of such costs.  See Item 303(a)(2) of Regulation S-K.

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Hedosophia Holdings Corp.
 September 3, 2019 Page 4
 FirstName LastName
Chamath Palihapitiya
Social Capital Hedosophia Holdings Corp.
September 3, 2019
Page 4
Executive Compensation
Executive Compensation Arrangements, page 242
12.Please file copies of your employment agreements with George T. Whitesides, Michael
Moses, and Enrico Palermo as exhibits.  Refer to Item 601(b)(10)(iii)(A) of Regulation S-
K.
Virgin Galactic Business Financial Statements
Basis of Presentation, page F-31
13.We note that the carve-out historical combined financial statements of the Virgin Galactic
Business do not reflect any attribution of debt or allocation of interest expense.  Please tell
us your consideration of attributing debt or allocating interest expense to the carve-out
financial statements and the basis for your conclusion of your current treatment.
Customer Deposits, page F-31
14.Please provide an accounting policy for your treatment of customer deposits, including the
circumstances in which the deposits become nonrefundable.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Theresa Brillant, Staff Accountant, at 202-551-3307, or Andrew Mew,
Senor Assistant Chief Accountant, at 202-551-3377 if you have questions regarding comments
on the financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Howard Ellin