SEC Company Response from Opendoor Technologies Inc. (OPEN) (CIK 0001801169) (OPEN) — Mar 10, 2020
Opendoor Technologies Inc. (OPEN) (CIK 0001801169)
Date: March 10, 2020 · CIK: 0001801169 · Accession: 0001104659-20-031526
AI Filing Summary & Sentiment
File numbers found in text: 333-236774
Referenced dates: March 5, 2020
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction RE: Social Capital Hedosophia Holdings Corp. II Registration Statement on Form S-1 Filed February 28, 2020 File No. 333-236774
Dear Mr. Alper:
On behalf of Social Capital Hedosophia Holdings Corp. II (the “Company” or “we”), in connection with the proposed initial public offering of the Company’s securities, we have filed today Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Amended Registration Statement”) in response to the comment of the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission received by letter dated March 5, 2020, concerning the Company’s Registration Statement on Form S-1 filed on February 28, 2020. The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comment as well as other updates.
Form S-1
Financial Statements, page F-1
U.S. Securities and Exchange Commission
March 10, 2020
Page 2
1. We note your response to our prior comment 1. Please revise to include the unaudited financial information in a subsequent event footnote as we continue to question why unaudited interim financial statements through January 21, 2020 are appropriate.
The Company has revised the disclosure as requested. Please see the financial statements, including the notes thereto, included in the Amended Registration Statement.
* * *
U.S. Securities and Exchange Commission
March 10, 2020
Page 3
Please contact me at (650) 470-4540 should you require further information.
Very truly yours,
/s/ Gregg Noel
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CORRESP
1
filename1.htm
Skadden,
Arps, Slate, Meagher & Flom llp
525
University Avenue
FIRM/AFFILIATE
OFFICES
Palo Alto,
California 94301
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________
BOSTON
CHICAGO
TEL: (650) 470-4500
HOUSTON
FAX: (650) 470-4570
LOS
ANGELES
www.skadden.com
NEW
YORK
WASHINGTON,
D.C.
DIRECT
DIAL
WILMINGTON
(650)
470-4540
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DIRECT
FAX
BEIJING
(213)
621-5234
BRUSSELS
EMAIL
ADDRESS
FRANKFURT
Gregg.Noel@SKADDEN.COM
HONG
KONG
LONDON
MOSCOW
MUNICH
March
10, 2020
PARIS
SÃO
PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
VIA EDGAR
Ronald (Ron) Alper
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
RE: Social
Capital Hedosophia Holdings Corp. II
Registration Statement on Form
S-1
Filed February 28, 2020
File No. 333-236774
Dear Mr. Alper:
On behalf of Social Capital Hedosophia Holdings
Corp. II (the “Company” or “we”), in connection with the proposed initial public offering
of the Company’s securities, we have filed today Amendment No. 1 to the Company’s Registration Statement on Form S-1
(the “Amended Registration Statement”) in response to the comment of the staff (“Staff”)
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission received by letter dated March 5, 2020, concerning
the Company’s Registration Statement on Form S-1 filed on February 28, 2020. The changes reflected in the Amended Registration
Statement include those made in response to the Staff’s comment as well as other updates.
Form S-1
Financial Statements, page F-1
U.S. Securities and Exchange Commission
March 10, 2020
Page 2
1. We note your response to our prior comment
1. Please revise to include the unaudited financial information in a subsequent event footnote as we continue to question why
unaudited interim financial statements through January 21, 2020 are appropriate.
The Company has revised the disclosure as requested.
Please see the financial statements, including the notes thereto, included in the Amended Registration Statement.
* * *
U.S. Securities and Exchange Commission
March 10, 2020
Page 3
Please contact me at (650) 470-4540 should you
require further information.
Very truly yours,
/s/ Gregg Noel
Gregg Noel
cc: Social Capital Hedosophia Holdings Corp. II
Chamath Palihapitiya
cc: Shearman & Sterling LLP
Harald Halbhuber, Esq. and Ilir
Mujalovic, Esq.