Social Capital Hedosophia Holdings Corp.

Nothing new is being sold to the public here: the registered securities are the SCH units, shares and warrants converting by operation of law in the Domestication, which is why the registration fee is computed under Rule 457(f)(1) off market prices rather than off a deal value. Those prices are $10.9514 per unit and $10.45 per Class A ordinary share, both the August 2, 2019 NYSE high-low average, and $1.79 per warrant, giving a total offering price of $761,805,250.12 and a fee of $92,330.82. Each unit carries one share and one-third of one redeemable warrant.

Three amendments in and the registered amounts have not moved, so the review that produced them concerned disclosure rather than the size of the deal. What is registered is still SCH's own IPO securities converting one-for-one on the Domestication under Section 388 of the DGCL rather than stock issued to the target, and each unit remains one share of common stock plus one-third of one redeemable warrant. A holder reading this version for a change in the dilution they face will not find one on the cover.

The registered amounts are unchanged from the previous version, so this amendment does not alter what a public holder is being asked to accept in size terms. The counts separate units that had not yet been split as of the first filing from shares and warrants already separated, which means they describe the state of unit separation in August 2019 rather than a fixed capital structure. Each unit is one share of common stock plus one-third of one redeemable warrant, and every class converts one-for-one on the Domestication.

Nothing about the size of the registration moved at this amendment, so whatever changed sits in the body rather than on the cover. The securities registered remain SCH's own IPO units, public shares and public warrants converting one-for-one on the Domestication rather than stock issued to the target, and each unit is still one share of common stock plus one-third of one redeemable warrant. The prices behind the fee are Rule 457(f)(1) estimates from August 2, 2019 trading, so they measure SCH's market price at filing rather than the terms of the merger.

What is registered is the SPAC's own IPO securities converting into Delaware form rather than stock issued to the target: units, public shares and public warrants each convert one-for-one on the Domestication, and the counts merely split units from already-separated shares as of the first filing date. Each unit is one share of common stock plus one-third of one redeemable warrant. The $92,330.82 fee is computed off August 2, 2019 market prices of $10.9514 per unit, $10.45 per Class A ordinary share and $1.79 per warrant, so those are Rule 457(f)(1) estimates, not deal terms.

The September 2019 liquidation deadline defines the maximum holding period and triggers mandatory cash redemption at ~$10.00 per share if no deal completes. The sponsor’s waiver of redemption rights and agreement to vote in favor of any transaction concentrates deal approval control with insiders while protecting public trust value.

The redemption waivers and pro-combination voting commitments directly reduce expected shareholder outflows and increase deal certainty ahead of the merger vote. This governance action aligns board incentives with successful business combination execution, supporting trust value preservation.

This is the audited version of the same event and it corrects the arithmetic in the September 18 8-K (0001144204-17-048456), which had the IPO leg at $653,850,000 against a $690,000,000 total. Where the two disagree this one governs: it carries an audited balance sheet. $690,000,000 of trust on 69,000,000 public units is $10.00 per unit by the filing's own two figures, and the $24,150,000 deferred discount is a claim ahead of holders at closing.

This is the founding datum for the vehicle: $690,000,000 in trust against 69,000,000 public units, and a 24-month clock from September 18, 2017. Read the trust composition carefully — this filing says the $690,000,000 comprises $653,850,000 of IPO proceeds (including $24,150,000 of deferred underwriting discount) plus $12,000,000 of private placement proceeds, which sums to $665,850,000, not $690,000,000. The 8-K filed four days later (0001144204-17-049294) states the same total as $678,000,000 plus $12,000,000, which does sum. Use the later figure.

This marks the SPAC's IPO pricing date, establishing the initial capital raise and trust funding timeline that precedes any subsequent business combination activity.

What changed: Virgin Galactic Holdings, Inc., successor to Social Capital Hedosophia Holdings Corp., closed a privately negotiated exchange on June 29, 2026 with a holder of its 2.50% convertible senior notes due 2027. $52,479,000 of principal plus accrued interest was exchanged for 17,350,341 shares of common stock and pre-funded warrants carrying a nominal exercise price of $0.0001. The holder accepted the shares in lieu of the cash it would otherwise have been entitled to for principal and interest. Why it matters: The exchange cuts the outstanding 2027 notes by roughly 75%, from $70.4 million to $17.9 million of principal, removing most of a maturity that falls due next year. The cost is equity: the pre-funded warrants exist solely so the holder can manage its beneficial ownership and are intended to be economically equivalent to shares, so the dilution is the full 17,350,341 regardless of how it is held.

What changed: Item 5.02: at Virgin Galactic Holdings, Inc.'s 2026 Annual Meeting on June 11, 2026 stockholders approved the Fourth Amended and Restated 2019 Incentive Award Plan, adopted by the board on April 14, 2026 and effective on stockholder approval. The Fourth A&R Plan increases the shares available by 9,450,000, bringing an aggregate of 17,120,437 shares reserved for issuance, sets the same 17,120,437 aggregate as the limit on shares that may be granted as incentive stock options, and extends the right to grant awards through June 11, 2036. Why it matters: The increase is the dilution a holder is being asked to absorb: 9,450,000 new shares added to the pool, taking the total reserved to 17,120,437, and the authority to keep granting for a further ten years to June 11, 2036. For a company whose share count is the main lever on per-share value, an equity pool of that size is a standing claim on future ownership regardless of operating results. The plan was approved by stockholders at the annual meeting, so the authorisation is already effective rather than pending.