Social Capital Hedosophia: three vehicles on common terms

The three vehicles were structured on identical sponsor terms, which isolates transaction structure and subsequent performance as the sources of difference in outcome. All three now trade below the $10.00 at which their trusts were funded.

This page draws on three transaction analyses, each of which carries its own source and calculation registers. Every figure below is stated on those pages against a pinpoint citation, and the links in each table resolve to the specific register row.

• Virgin Galactic 2019 de-SPAC (IPOA)
• Opendoor 2020 de-SPAC (IPOB)
• Clover Health 2021 de-SPAC (IPOC)

A three-observation comparison cannot support statistical inference. What it can do is establish whether the terms were in fact common, and set out the measures on which the three differ.

1. Sponsor terms were identical across the three vehicles

	IPOA	IPOB	IPOC
Units sold, including over-allotment	69,000,000	41,400,000	82,800,000
Gross proceeds to trust	$690,000,000	$414,000,000	$828,000,000
Trust funding per public share	$10.00	$10.00	$10.00
Founder share subscription	$25,000	$25,000	$25,000
Founder shares as a percentage of public shares	25%	25%	25%
Private placement warrant price	$1.50	$1.50	$1.50
Warrant exercise price	$11.50	$11.50	$11.50
Deferred underwriting as a percentage of gross proceeds	3.50%	3.50%	3.50%

Source.

Terms as stated in each vehicle’s offering prospectus, with the trust and deferred underwriting rates computed on the transaction pages: IPOA, IPOB, IPOC.

The deferred underwriting commission was 3.50% of gross proceeds in all three vehicles, to the basis point, and was payable only on completion of a business combination. Two properties follow from that structure. The fee is contingent on a transaction closing rather than on the terms of the transaction that closes. And because it is deducted from trust cash at closing, it is borne by whichever shareholders remain rather than by those who redeem.

2. The $10.00 convention

All three vehicles used $10.00 as the trust funding rate, the redemption price and the reference price at which merger consideration was denominated. The figure is a unit of account fixed at the SPAC’s IPO, roughly two to three years before the operating company was valued.

	IPOA	IPOB	IPOC
Deemed or reference price	$10.00	$10.00	$10.00
First post-combination close	$11.79	$29.50	$16.02
Difference from $10.00	+17.9%	+195.0%	+60.2%

Source.

Closing prices from the daily series on each transaction page, differences computed here: IPOA, IPOB, IPOC.

A merger consideration stated as a share count multiplied by $10.00 produces a headline dollar figure that is not a market valuation. Virgin Galactic’s aggregate merger consideration of $1.3 billion, for example, is 130,000,000 shares at the $10.00 reference price, and the shares closed their first session at $11.79. Where this repository reports such a figure it is labelled as a deemed value.

3. Cash contributed per share outstanding at closing

A public SPAC shareholder paid $10.00 for one share. At closing that share was one of a larger number outstanding, most of which were issued as consideration for the operating business rather than for cash. The measure below states how much cash the combined entity received per share outstanding.

	IPOA	IPOB	IPOC
Trust (gross)	$690,000,000	$414,000,000	$828,000,000
Less redemptions paid	$(164,800,000)	$(100,000)	$(248,955)
Private placement warrants	$12,000,000	$9,200,000	$16,400,000
Founder share subscription	$25,000	$25,000	$25,000
PIPE or concurrent equity	$20,000,000	$600,050,000	$400,000,000
Total cash into the structure	$557,225,000	$1,023,175,000	$1,244,176,045
Less deferred underwriting	$(24,150,000)	$(14,490,000)	$(28,980,000)
Less cash consideration to selling holders	—	—	$(499,751,045)
Less other transaction expenses paid from trust	—	$(22,900,000)	—
Cash retained	$533,075,000	$985,785,000	$715,445,000
Shares outstanding at closing	195,587,552	544,422,565	404,440,809
Cash retained per share	$2.73	$1.81	$1.77

Source.

Components from each transaction page’s sources and uses; the totals and the per-share figures are computed here on a common definition, so the three are measured the same way: IPOA, IPOB, IPOC.

These figures are reproduced in the downloadable promote and dilution workpaper, where each input is an editable cell carrying its source ID.

This is a cash measure, not a valuation. Shares issued as merger consideration were exchanged for an operating business, so a low figure does not indicate that a share was worth less than $10.00. The measure shows the extent to which the $10.00 paid by a public SPAC shareholder was, at closing, supporting a share count established by a share-for-share exchange.

Redemptions are the aggregate payments each filing states, not share counts multiplied by $10.00, because the redemption price differed from the unit price in each case. Only IPOC’s completion Form 8-K states redemptions; the IPOA and IPOB figures come from their first annual reports. Transaction expenses beyond deferred underwriting are disclosed only for IPOB and are deducted only there. The IPOC figure deducts the $499,751,045 cash component of the merger consideration, which the other two transactions did not have.

3a. Redemption rates

Redemption is the mechanism by which a public SPAC shareholder declines the transaction and takes back $10.00 plus interest. The three rates differ by two orders of magnitude.

	Shares redeemed	Aggregate paid	Rate
IPOA	15,877,288	$164,800,000	23.01%
IPOB	not stated	$100,000	approximately 0.02%
IPOC	24,892	$248,955	0.030%

Source.

Share counts and payments as reported on each transaction page; the rates are computed there against the public share count. IPOB’s filing gives the aggregate payment but no share count, so its rate is derived using $10.00 as the approximate redemption price.

Two points of method. IPOA’s redemptions occurred in two tranches, 3,771,178 shares in September 2019 and 12,106,110 in October, so a figure taken only from the vote date understates the total. IPOB’s filing gives the aggregate payment but no share count, so its rate is derived using $10.00 as the approximate redemption price.

The IPOA redemption reduced trust cash by $164.8 million before the combination closed, which is why its cash retained per share is materially below what a no-redemption assumption would produce.

4. Holder composition at closing

	IPOA	IPOB	IPOC
Public SPAC shares	35.28%	7.60%	20.47%
Sponsor shares on conversion	8.05%	1.90%	5.12%
PIPE or concurrent equity	0.98%	11.02%	9.89%

Source.

Share counts as reported in each completion Form 8-K; the percentages are computed on the transaction pages against shares outstanding immediately after closing: IPOA, IPOB, IPOC.

Public SPAC shareholders held between 7.60% and 35.28% of the combined company at closing. The variation follows from the size of the operating business relative to the trust, not from differences in the SPAC’s own terms, which were common across the three.

4a. Fully diluted capitalization at closing

Basic shares at closing understate the claim on the combined company, because each transaction left warrants outstanding and adopted equity plans at the same time. The counts below add the warrants and the plan reserves as they stood at closing, before any evergreen increase.

	IPOA	IPOB	IPOC
Shares outstanding at closing	195,587,552	544,422,565	404,440,809
Warrants at $11.50	30,999,997	19,933,333	38,533,271
Equity plan reserves and closing grants	21,205,644	48,946,554	77,600,838
Fully diluted	247,793,193	613,302,452	520,574,918
Basic as a share of fully diluted	0.79	0.89	0.78

Source.

Component counts from each completion Form 8-K and proxy; the totals and ratios are computed on the transaction pages: IPOA, IPOB, IPOC. Warrants and plan reserves are counted in full, without treasury-method netting, and before any evergreen increase.

The equity plan lines are not the same instrument in each case. IPOA’s is a single plan reserve. IPOB’s is two reserves sized as percentages of shares outstanding at closing, 8% and 1%, both carrying annual evergreen increases. IPOC’s is four plans, of which two were granted in full to two individuals on the closing date, in Class B shares carrying ten votes each, so a substantial part of its figure is awards outstanding rather than capacity held in reserve.

Warrants are exercisable for cash at $11.50, so full exercise would deliver $356.5 million, $229.2 million and $443.1 million to the three companies respectively. Treating them as certain dilution overstates the effect at any price below the exercise price.

4b. Outcome to July 31, 2026

Sections 1 to 4 describe the transactions as they were struck. This section states what they produced. The three closed between six years nine months and five years six months before this analysis date, so the record is now long enough to measure.

All figures are at the close on July 31, 2026, the latest completed session. Virgin Galactic is stated on the split-adjusted basis throughout, because the June 2024 reverse split means a continuous holder’s return can only be measured on one share basis.

	IPOA	IPOB	IPOC
Close, July 31, 2026	$2.55	$3.77	$4.17
Return to a holder from $10.00	(98.73%)	(62.30%)	(58.30%)
Return from the first post-combination close	(98.92%)	(87.22%)	(73.97%)
Compound annual return from $10.00	(47.52%)	(15.95%)	(14.56%)
S&P 500 over the same window	+147.79%	+101.91%	+96.90%
Highest close since the combination	$1,188.20	$35.88	$22.15
Decline from that high	(99.79%)	(89.49%)	(81.17%)

Source.

Returns computed on the transaction pages from each daily closing series: IPOA, IPOB, IPOC. IPOA is stated throughout on the post-split basis.

All three are below the $10.00 at which the trust was funded, and all three underperformed the index over their own holding periods. The spread between them is wide: a holder of IPOA retained about one eightieth of what a holder of IPOC retained per dollar subscribed.

Every one of the three reached its high within eight months of closing, and two of them on the same day, February 11, 2021.

4c. The redemption decision, valued

Section 3a records that redemption rates differed by two orders of magnitude: 23.01%, approximately 0.02% and 0.030%. The redemption right is the one protection a public SPAC shareholder holds that an ordinary shareholder does not, and its value can now be stated.

The comparison below takes $10.00 at each vote and follows the two branches to July 31, 2026. The index branch is not a claim that redeeming holders bought the index; it is the passive alternative against which the decision is naturally measured.

$10.00 at the vote	IPOA	IPOB	IPOC
Redeemed and invested in the S&P 500	$24.78	$20.19	$19.69
Left in the shares	$0.13	$3.77	$4.17
Ratio	194.35x	5.36x	4.72x

Source.

Computed on the transaction pages: IPOA, IPOB, IPOC. Neither branch charges tax or transaction costs.

Redeeming was the better outcome in all three, by between five and 194 times. The transaction with the highest redemption rate is also the one where redeeming mattered most, though the ordering is coincidental: holders redeemed IPOA at 23.01% in 2019 on information available then, and the 194-fold figure is a 2026 measurement.

The decision did not look the same at each vote. IPOB and IPOC shares traded well above $10.00 at their votes, so redeeming meant surrendering an immediate premium of 195.0% and 60.2% respectively against the first post-combination close. A shareholder redeeming at $10.00 was declining a mark that the market was, at that moment, willing to pay several times over.

4d. Dilution and the cash the transactions delivered

	IPOA	IPOB	IPOC
Shares outstanding at closing	195,587,552	544,422,565	404,440,809
Shares outstanding, latest cover date	2,013,668,760	964,736,632	526,684,324
Growth	+929.55%	+77.20%	+30.23%
Cash retained at closing	$533,075,000	$985,785,000	$715,445,000
Market capitalization, July 31, 2026	$256,742,762	$3,637,057,084	$2,196,273,671
Market capitalization against cash retained	0.4816x	3.6895x	3.0698x

Source.

Share counts from each issuer’s most recent quarterly cover page; growth and the ratio are computed on the transaction pages: IPOA, IPOB, IPOC. IPOA’s latest count is restated to the pre-split basis so the two rows are comparable.

The per-share return and the equity value move together only when the share count is stable. IPOA’s share count grew roughly tenfold while its price fell 98.73%, so the two effects compound; IPOC’s grew 30.23%. Ranking the three on per-share return alone understates the distance between them.

The last row measures the whole equity against the cash the transaction placed on the balance sheet. Two of the three are worth a multiple of it and one is worth less than half. This is a valuation comparison, not a cash-tracing one: it does not assert what became of the closing cash, and all three have raised further capital since, which the share count growth reflects.

4e. Where the sponsor’s position stands

The sponsor’s founder shares cost $25,000 in each vehicle. Valued at the July 31, 2026 close, and assuming the shares received at conversion were still held, the positions would stand as follows against the sponsor’s total cash at risk in the SPAC.

	IPOA	IPOB	IPOC
Shares received at conversion	15,750,000	10,350,000	20,700,000
Value at the July 31, 2026 close	$2,008,125	$39,019,500	$86,319,000
Sponsor cash at risk	$12,025,000	$9,225,000	$16,425,000
Ratio	0.1670x	4.2298x	5.2553x

Source.

Computed on the transaction pages: IPOA, IPOB, IPOC. This values the converted founder shares as if still held at the current price, which is a counterfactual: the section below sets out what the filings show about whether they were.

That is a counterfactual, and the condition it assumes does not hold. None of the three sponsor entities, and neither of the two individuals disclosed as controlling them, appears anywhere in the 2026 definitive proxy statement of any of the three companies. Those proxies name every holder of more than 5% and every director and executive officer. The sponsors are therefore below 5% at all three and hold no board seat at any of them.

What the proxies establish is a position at a date. They do not state when any disposition occurred, at what prices, or whether the shares were sold, transferred or pledged. Two facts on the transaction pages bear on that and neither resolves it: the shares held by one Clover PIPE affiliate were pledged to a lender as loan collateral at the time of the resale registration statement, and each vehicle registered the founder shares for resale within weeks of closing. Establishing the disposition path requires the Forms 4 and Schedules 13D and 13G, which this analysis has not reviewed.

The table is therefore an upper bound on what the promote was worth if held to today, not a statement of what the sponsor realised. Realised proceeds could be higher or lower: all three traded far above these levels at points in 2021.

5. Projection accuracy

Each proxy statement disclosed management projections for 2020 through 2023. All three carry equivalent cautionary language: prepared for internal use, not prepared toward SEC or AICPA guidelines for prospective financial information, and not examined by any independent accountant.

Reported revenue against projected revenue, cumulative over 2020 through 2023:

	Projected	Reported	Variance
IPOA	$1,229m	$12.6m	1.03% of projection
IPOB	$21,861m	$33,117m	+51.5%
IPOC	$4,493m	$4,502m	see note

Source.

Projections from each proxy and reported revenue from each issuer’s XBRL company facts, with the cumulative totals and variances computed on the transaction pages.

The IPOC figure uses the restated basis, which is the one comparable to what management projected. On figures as originally filed the cumulative outcome is substantially above projection.

The IPOC figure uses the restated basis. Its 2022 and 2023 revenue was restated when the ACO REACH line of business was reclassified to discontinued operations, and the projection’s assumptions are Medicare Advantage premiums and membership with no ACO REACH component, so the restated basis is the one comparable to what management projected. On figures as originally filed the cumulative outcome is substantially above projection. The Clover Health page sets out both.

The three outcomes span from reported revenue at approximately 1% of projection to reported revenue 51.5% above it. Revenue alone is also a weak test in at least one case: Opendoor exceeded its revenue projection in three of four years while reporting a net loss in every year, which is consistent with acquiring more inventory than planned.

The earnings line

Each projection also carries an earnings measure, and none of the three proxies reconciles it to a GAAP measure. The reported series below are reconstructed on the basis each transaction page states, so they are comparable to their own projections but not to each other.

	Projected	Reported	Basis of the reported figure
IPOA	328	(1,580.5)	operating loss plus depreciation and amortization
IPOB	(440)	(835)	Adjusted EBITDA as reconciled in the annual reports
IPOC	(140)	(760.8)	Adjusted EBITDA, latest presentation of each year

Source.

Projections from each proxy; the reported series are reconstructed on the basis each transaction page states. None of the three proxies reconciles its earnings measure to a GAAP measure, so the reported figures are comparable to their own projections and not to each other.

All three projections show the earnings measure at or above break-even in 2023: $274 million for IPOA, $9 million for IPOB and $16 million for IPOC. None of the three reported a positive figure in that year.

The margin line is the one measure on which the three diverge.

	Projected	Reported	Measure
IPOA	851	(40.2)	gross profit, revenue less cost of revenue
IPOB	1,854	2,121	Adjusted Gross Profit as reported
IPOC	655.7	347.3	premiums earned net less net medical claims incurred

Source.

Projections from each proxy; the reported figures are computed on each transaction page on the measure named in the last column, which differs between the three because the projections did.

Opendoor is the only one of the three to exceed its projection on either line, and it did so on the margin line while falling $395 million short on the earnings line. The two lines diverge for the same reason the revenue comparison is a weak test of that business: the margin measure moves with volume, and volume exceeded plan.

Two limits apply to all three. Each proxy states its projections without a reconciliation, so whether a projected non-GAAP measure and the later reported measure of the same name share a definition is not established for any of them. And two of the three companies changed the definition of the reported measure during the period. Clover redefined Adjusted EBITDA in the fourth quarter of 2021, 2022 and 2023, each time adding an exclusion and each time conforming the prior-year comparative, so every year of its projection period has more than one reported figure; the Clover Health page shows both. Opendoor’s Adjusted Gross Profit and Adjusted EBITDA agree across every filing that states them.

6. No third party valuation in any of the three

Each proxy states that neither the SCH board of directors nor any committee of it obtained a third party valuation in determining whether to pursue the business combination. The Opendoor and Clover proxies add that Connaught (UK) Limited and Credit Suisse Securities (USA) LLC, which advised SCH on its initial public offering, were not engaged to render and did not render a fairness opinion.

	Third party valuation	Fairness opinion	Stated valuation basis
IPOA	none obtained	none	projected EBITDA compared to projected capital expenditure
IPOB	none obtained	none rendered	comparable companies in analogous industries, at the target's suggestion
IPOC	none obtained	none rendered	projected membership, revenue and EBITDA, and a named comparable set

Source.

As each proxy states. Every basis rests on management projections.

Each basis rests on management projections.

The IPOA basis is on the record because the staff asked for it. Told that SCH management had valued the VG Companies on “aggregate potential cash flows,” the staff asked the registrant to disclose those cash flow projections. The registrant replied that the phrase referred to a comparison of projected EBITDA against projected capital expenditure, and that no other material projections of cash flow were used.

The IPOB valuation originated with the target. The proxy records that on July 27, 2020 Opendoor’s board conveyed that a fair valuation should be close to $5 billion based on a review of comparable companies in analogous industries, and that Opendoor sent SCH two analyst research reports valuing comparable business units. The $5.0 billion the proxy then states as the entry valuation is that figure.

The IPOC proxy states both a method and a named comparable set: Oak Street Health, SelectQuote, GoHealth, eHealth, One Medical, Teladoc Health and Livongo Health, at 2021 projected revenue multiples of 8.7x, 3.6x, 5.1x, 2.1x, 9.3x, 20.3x and 29.8x. Clover was valued at 4.2 times, below the 8.7 times median of that set.

The multiples the proxies quote are of projected revenue, so the projection variance in section 5 carries directly into them.

	Stated enterprise value	Multiple of projected 2023 revenue	The same value against reported 2023 revenue
IPOB	$5.0bn	0.5x	0.72x
IPOC	$3.702bn	2.1x	2.94x, restated basis

Source.

Enterprise values and projected multiples as the proxies state them; the multiple against reported revenue is computed on the transaction pages. IPOA is absent because its proxy states no enterprise value or multiple.

A multiple of a projection converts into a different multiple of the outcome by exactly the ratio of the two. Where reported revenue exceeded projection the entry multiple was better than stated; where it fell short the multiple was worse. Opendoor’s 2023 revenue fell 28.9% short of its projection and Clover’s fell 26.8% short on the restated basis, so both entry multiples were understated at the time by roughly a third.

7. The SEC staff review of the three registration statements

Each Form S-4 went through two rounds of written staff comments before effectiveness. The registrant responded to each round by letter setting out every comment in full, so the substance of all three reviews is on the public record.

	Filed	Staff letters	Amendments	Effective
IPOA	2019-08-07	2	4	2019-10-09
IPOB	2020-10-05	2 written, 1 oral	3	2020-11-27
IPOC	2020-10-20	2	3	2020-12-11

Source.

Filing dates and counts from each registrant’s EDGAR submissions record, set out with the substance of each round on the transaction pages.

The staff raised the projections in all three reviews, and in a form that differed between the first and the later two.

In the IPOA review the staff required the material assumptions underlying the projections to be disclosed and quantified, noting that the investor presentation furnished on Form 8-K contained assumptions on vehicle counts, flights and passengers that the registration statement omitted. The vehicle and flight-rate assumptions on the Virgin Galactic page are therefore disclosure the staff required.

In the IPOB and IPOC reviews the staff asked the same question of each registrant: whether management was of the view that the projections had been prepared on a reasonable basis reflecting management’s currently available estimates and judgments. Both added that statement. The sentence each proxy uses to characterise its own projections is a response to a staff comment.

The comparison in section 5 above measures how those projections performed. The reviews establish what the staff asked for at the time, which was disclosure of the assumptions and of management’s view of the basis of preparation.

The reviews also produced corrections. Opendoor’s registration statement as filed stated book value per share for Opendoor at June 30, 2020 as $(0.02); the registrant told the staff the figure was miscalculated and should have been $(16.18), and the staff then required the calculation to use shares issued and outstanding rather than a weighted average. In the same review the staff twice required Opendoor to separate the current-period and prior-period components of its non-GAAP adjustments, which is the timing convention that later accounts for most of its 2023 shortfall against projection.

8. Restatement incidence

Two of the three companies restated reported figures within the period examined.

Company	Item	As originally filed	As restated
Virgin Galactic	2019 net loss	$210,935,000	$215,115,000
Virgin Galactic	2020 net loss	$273,035,000	$644,887,000
Clover Health	2022 revenue	$3,476,687,000	$1,096,552,000
Clover Health	2023 revenue	$2,033,720,000	$1,260,543,000

Source.

Current and prior reported values as tagged in each issuer’s XBRL company facts: IPOA, IPOC. Neither is an error correction.

Neither is an error. Virgin Galactic’s follows the SEC Staff Statement of April 12, 2021 on accounting for warrants issued by SPACs, which moved the warrants from equity to liabilities and brought their fair-value remeasurement through earnings. Clover Health’s follows the reclassification of the ACO REACH line of business to discontinued operations as of January 1, 2024, with prior periods conformed.

Both bear on any comparison against projection, since each changes the figure the projection is compared to. Where this repository presents such a comparison it shows both bases and states which one is comparable.

Open items for this comparison

• IPOB’s redeemed share count, which its filings state only as an aggregate payment, so its redemption rate is derived using $10.00 as the approximate redemption price.
• Transaction expenses other than deferred underwriting for IPOA and IPOC. IPOB’s are disclosed both as a $28.5 million estimate in correspondence with the SEC staff and as $22.9 million actually paid from trust.
• Whether the projected non-GAAP measures use the definitions the issuers later applied to reported results, which none of the three proxies states.
• The sponsors’ disposition path. The 2026 proxies establish that all three sponsors are below 5% and hold no board seat, but not when, at what prices or by what means they went below it. That needs the Forms 4 and Schedules 13D and 13G.
• The outcome of the public and private placement warrants in each vehicle. All three exercise at $11.50 against current prices well below it, and whether they remain outstanding, were redeemed or have expired is not established here.