Opendoor 2020 De-SPAC (Social Capital Hedosophia Holdings Corp. II)

Scope and status

An integrated analysis covering the formation and initial public offering of Social Capital Hedosophia Holdings Corp. II in 2020 through the completion of its business combination with Opendoor in December of the same year. Under the coverage policy the SPAC IPO does not receive a separate page.

The record is built from the SPAC’s IPO prospectus, the Form S-4 and the SEC staff’s review of it, the definitive proxy statement, the completion Form 8-K, the resale registration statement, the annual reports for 2020 through 2025, the SEC’s XBRL company facts and a daily closing price series.

Transaction snapshot

Transaction perimeter and entity history

The registrant is continuous across the transaction. Social Capital Hedosophia Holdings Corp. II was incorporated as a Cayman Islands exempted company under CIK 0001801169 and was renamed Opendoor Technologies Inc. at closing; the EDGAR submissions record shows the former name in effect from January 31, 2020 to December 18, 2020. [S007, formerNames]

At closing each SCH Class A ordinary share converted on a one-for-one basis into a share of Opendoor Technologies common stock, each SCH warrant converted into a warrant to acquire one share, and units that had not been separated converted correspondingly. [S006, Introductory Note]

The listing venue changed at closing. SCH’s units, shares and warrants had been registered on the New York Stock Exchange; on consummation they ceased trading there and Opendoor Technologies securities commenced trading on Nasdaq. [S003, securities registered] [S006, Introductory Note]

Stage one: the SPAC initial public offering

The prospectus cover offered 36,000,000 units at $10.00 per unit for $360,000,000, with an over-allotment option. Each whole warrant was exercisable at $11.50 per share.

[S001, cover page]

The fiscal 2020 Form 10-K states that the underwriters elected to fully exercise the 5,400,000-unit over-allotment option at $10.00 per unit, generating total gross proceeds of $414.0 million.

[S011, use of proceeds discussion]

That is corroborated by the completion Form 8-K, which reports 19,933,333 warrants outstanding. Public warrants were issued at one-third per unit and the sponsor purchased 6,133,333 private placement warrants separately; those figures reconcile exactly at 41,400,000 units with no rounding difference. [C008] [S006, Introductory Note]

Item	Amount
Units sold, including full over-allotment [C008]	41,400,000
Gross proceeds placed in trust	$414,000,000
Trust funding per public share [C001]	$10.00
Founder shares subscribed by the sponsor	8,625,000, later increased by share capitalization
Aggregate founder share subscription price	$25,000
Private placement warrants purchased by the sponsor	6,133,333 at $1.50 each, $9,200,000 in aggregate
Deferred underwriting commissions [S001, cover page footnotes]	$14,490,000 if the over-allotment was exercised in full

Source. Terms as stated in the initial public offering prospectus. [S001, Summary of the Prospectus — The Offering]

Deferred underwriting commissions were 3.5% of gross IPO proceeds, the same proportion as in the other two Social Capital Hedosophia vehicles examined in this repository, and were payable only on completion of a business combination. [C002]

In March 2020 the sponsor transferred 100,000 founder shares to each of David Spillane and Cipora Herman at the original per-share purchase price. [S001, Summary of the Prospectus — The Offering]

Stage two: the business combination

The Merger Agreement was executed on September 15, 2020, and the PIPE subscription agreements were entered into concurrently with it. [S006, Introductory Note — PIPE Investment]

The transaction implied an enterprise value of Opendoor of $5.0 billion.

[S006, Introductory Note]

The combination closed on December 18, 2020. [S006, cover page and Introductory Note]

Sources of transaction funding

The PIPE was the larger of the two external funding sources. PIPE investors subscribed for 60,005,000 shares at $10.00 per share, for aggregate gross proceeds of $600,050,000, approximately 1.45 times the $414.0 million held in trust.

[S006, Introductory Note — PIPE Investment] [C009] [C010]

In a SPAC whose PIPE exceeds its trust, the pricing and sizing of the transaction is substantially set by negotiated private placement with identified institutional investors. The public SPAC shareholders whose capital established the vehicle have correspondingly less influence over it. The redemption right held by public shareholders remains, but its exercise has a smaller effect on whether the transaction is funded.

Affiliates of the sponsor subscribed for $160,250,000 of the PIPE, 26.71% of it, at the same $10.00 price as the other investors. That participation is set out below under sponsor participation in the PIPE, with the affiliates identified from the resale registration statement.

Redemptions and the application of trust cash

The completion Form 8-K does not state redemptions. The fiscal 2020 Form 10-K does: payments to shareholders exercising redemption rights totalled $0.1 million, which at approximately $10.00 per share is on the order of ten thousand shares against 41,400,000 public shares.

[S011, use of proceeds discussion] [C018]

The same disclosure sets out what else came out of the trust:

Item	Amount
Trust at closing [S011, use of proceeds discussion]	$414,000,000
Redemption payments [S011, use of proceeds discussion]	$(100,000)
Deferred underwriting fees [S001, cover page footnotes]	$(14,490,000)
Business-combination expenses paid from trust [S011, use of proceeds discussion]	$(22,900,000)
Retained from trust [C019]	$376,510,000

Source. Components as reported; the retained figure is the trust less the three deductions, computed on this site. The deferred underwriting fee was contingent on a transaction closing, so it is a cost borne by the shareholders who remained.

The 10-K also reports a net increase in cash of approximately $970 million as a consequence of the transaction, including approximately $600 million of PIPE proceeds.

[S011, MD&A]

Capitalization at closing

Immediately after giving effect to the business combination and the PIPE investment, there were 544,422,565 shares of Opendoor Technologies common stock and 19,933,333 warrants outstanding.

[S006, Introductory Note]

Against that total:

Holder group	Shares	Percentage of shares outstanding
Public SPAC shareholders [C012]	41,400,000	7.60%
Sponsor, on conversion of founder shares [C011]	10,350,000	1.90%
PIPE investors [S006, Introductory Note — PIPE Investment]	60,005,000	11.02%

Source. Share counts as reported in the completion Form 8-K; the percentages are computed on this site against the 544,422,565 shares outstanding immediately after closing. The remainder was issued to holders of Opendoor equity as merger consideration. [S006, Introductory Note]

The remainder was issued to the holders of Opendoor equity as merger consideration. The three groups above therefore represent slightly more than one fifth of the shares outstanding at closing; the transaction was predominantly a share-for-share exchange with the operating company’s existing holders.

Fully diluted capitalization

Instrument	Shares
Shares outstanding at closing [S006, Introductory Note]	544,422,565
Warrants exercisable at $11.50, of which 6,133,333 privately placed [C008]	19,933,333
2020 Incentive Award Plan reserve [S006, Item 5.02: 43,508,048 shares reserved under the 2020 Incentive Award Plan, stated as 8% of shares issued and outstanding immediately after the Closing]	43,508,048
2020 Employee Stock Purchase Plan reserve [S005, ESPP Proposal, Share Reserve: 5,438,506 shares authorised for sale under the ESPP, stated as 1% of shares issued and outstanding immediately after the Closing, capped at 54,385,060 shares]	5,438,506
Fully diluted [C029]	613,302,452

Source. Component counts as reported in the completion Form 8-K and the proxy; the total is summed on this site. Warrants and plan reserves are counted in full, without treasury-method netting.

Basic shares outstanding at closing were 0.8877 times the fully diluted count. [C030] Exercising every warrant would deliver $229,233,330 to the company. [C031]

Both plan reserves are stated as percentages of shares outstanding immediately after closing, 8% for the 2020 Plan and 1% for the ESPP. Each reserve implies a share count of 543,850,600 [C032], which is 571,965 shares below the 544,422,565 the completion Form 8-K states. [C033] The reserves are fixed share numbers in the plan documents, so the difference does not change them; it means the percentages describe a slightly different denominator from the one the closing filing reports.

Both plans also carry annual evergreen increases, up to 5% of shares outstanding each year for the 2020 Plan and 1% for the ESPP, so the reserves above are the position at closing and not a ceiling. The ESPP is separately capped at 54,385,060 shares.

[S005, ESPP Proposal, Share Reserve: 5,438,506 shares authorised for sale under the ESPP, stated as 1% of shares issued and outstanding immediately after the Closing, capped at 54,385,060 shares]

Sponsor economics

Item	Amount
Founder share subscription	$25,000
Private placement warrant purchase	$9,200,000
Total sponsor cash at risk [C006]	$9,225,000
Founder shares implied by a fully exercised over-allotment [C003]	10,350,000
Cost per founder share [C004]	$0.0024
Value of founder shares at $10.00 [C005]	$103,500,000
Ratio of founder share value to cash at risk [C007]	11.22x

Source. Subscription amounts as stated in the offering prospectus; the per-share cost, the value at trust price and the ratio are computed on this site. Value at $10.00 is the trust value per public share, not a market price, and the founder shares were subject to lock-up at closing. [S001, Summary of the Prospectus — The Offering]

As elsewhere in this repository, the promote is presented against both the nominal founder share subscription and against total sponsor cash at risk. The $9,200,000 warrant purchase would have been lost had no combination been completed; the $25,000 would not have been material either way. The combined figure is the more complete basis for comparison, and the two are reported separately so a reader may apply either.

The founder shares were, at the $10.00 reference price, worth approximately 11.22 times the sponsor’s total cash outlay while representing 1.90% of shares outstanding at closing. The percentage is materially lower than in the other two vehicles examined here, because the PIPE and the merger consideration together issued a far larger number of shares against a comparatively small trust. [C007] [C011]

Subsequent trading performance

Prices are unadjusted official closing prices unless a distribution or split requires adjusted prices. Where a target date is not a trading day, the next trading day is used.

No split occurred over this window, so prices as traded and prices as adjusted are identical.

[S008, daily closing series]

The shares closed the first post-combination session at $29.50, 195.0% above the $10.00 trust value per public share. That premium narrowed over the following year: 67.1% at six months and 40.4% at twelve, while the S&P 500 returned 23.1% over the same twelve months, leaving a relative return of 17.2%. [S008, daily closing series]

Outcome to date

The combination closed five years and seven months before this analysis date. The figures below run to the close on July 31, 2026, the latest completed session.

[S008, daily closing series]

Measure	Value
Close, July 31, 2026 [S008, daily closing series]	$3.77
Highest close since the combination [S008, daily closing series]	$35.88 on February 11, 2021
Decline from that high [C041]	(89.49%)
Return to a public SPAC shareholder who did not redeem [C038]	(62.30%)
Return from the first post-combination close [C039]	(87.22%)
Compound annual return over 5.62 years [C040]	(15.95%)
S&P 500 over the same period [S008, S&P 500 daily closing series]	+101.91%

Source. Returns computed on this site from the daily closing series. The $10.00 basis is the trust value per public share at the vote, which is what a holder gave up by not redeeming.

The gap between the two return measures is the largest of the three Social Capital Hedosophia transactions, and it follows from the 195.0% first-day premium. A subscriber at $10.00 lost 62.30%; anyone who bought at the first post-combination close lost 87.22%. The $10.00 convention and the market price had already separated by nearly three times on day one, so the two investors were in substantially different positions before anything else happened.

The redemption decision

Redemptions on this transaction were approximately 0.02% of the public float, the lowest of the three. [C018] The alternative can now be valued.

$10.00 at the vote	Value on July 31, 2026
Redeemed and invested in the S&P 500 [C042]	$20.19
Left in the shares [C043]	$3.77
Ratio [C044]	5.36 times

Source. Computed on this site. The redemption branch assumes the $10.00 was reinvested in the index on the redemption date and held; the holding branch assumes the share was kept throughout. Neither branch charges tax or transaction costs.

Public shareholders declined the redemption right almost unanimously here, and the shares at the vote were trading well above the $10.00 redemption price, so redeeming meant giving up an immediate premium. That is the decision as it stood at the time; the ratio above is the outcome.

Dilution since closing

	Shares
Outstanding at closing, December 18, 2020 [S006, Introductory Note]	544,422,565
Outstanding at April 30, 2026 [C045]	964,736,632
Growth [C046]	+77.20%

Source. The current count is the cover page of the most recent quarterly report. [S017, Cover page: shares of common stock outstanding at April 30, 2026]

[S017, Cover page: 964,736,632 shares of common stock outstanding at April 30, 2026]

Market capitalization against the cash the transaction delivered

The combined company retained $985,785,000 of cash at closing after redemptions, deferred underwriting, transaction expenses and the PIPE. Its equity is now worth $3,637,057,084, which is 3.6895 times that. [C047] [C048]

Opendoor is the one of the three whose equity is worth a multiple of the cash the transaction delivered, notwithstanding the 62.30% loss to a subscriber at $10.00. Both statements follow from the same fact: the transaction issued most of its shares to the operating company’s existing holders, so the cash contributed was small relative to the equity created.

Post-closing operating results

The condensed statements below are the reported figures on the company’s current basis, traced per line to the filing each came from. They start with the year of the combination and run to the most recent completed year.

	FY2025	FY2024	FY2023	FY2022	FY2021	FY2020
Revenue	4,371,000	5,153,000	6,946,000	15,567,000	8,021,000	2,583,000
Cost of revenue	4,021,000	4,720,000	6,459,000	14,900,000	7,291,000	2,363,000
Gross profit	350,000	433,000	487,000	667,000	730,000	220,000
Operating expenses	637,000	753,000	873,000	1,598,000	1,298,000	406,000
Operating income (loss)	(287,000)	(320,000)	(386,000)	(931,000)	(568,000)	(186,000)
Income (loss) before income taxes	(1,300,000)	(391,000)	(274,000)	(1,351,000)	(661,000)	(253,000)
Income tax expense (benefit)	0	1,000	1,000	2,000	1,000	0
Net income (loss)	(1,300,000)	(392,000)	(275,000)	(1,353,000)	(662,000)	(253,000)

Source. Reproduced from the issuer's reported figures, traced per line to accessions 0001801169-23-000024, 0001801169-24-000016, 0001801169-25-000017, 0001801169-26-000010. [S009, us-gaap RevenueFromContractWithCustomerExcludingAssessedTax, CostOfRevenue, GrossProfit, OperatingExpenses, OperatingIncomeLoss, IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest, IncomeTaxExpenseBenefit, NetIncomeLoss, periods ending 2020-12-31 through 2025-12-31]

As most recently reported. Where a period was re-presented in a later filing, the later figure is shown and the provenance names the filing it came from.

Condensed to the principal subtotal lines. The complete statement is longer, and a line shown as blank for a period was not separately reported for that period.

	FY2025	FY2024	FY2023	FY2022	FY2021	FY2020
Cash and cash equivalents	962,000	671,000	999,000	1,137,000	1,731,000	1,413,000
Total current assets	2,299,000	2,997,000	3,445,000	6,466,000	9,340,000	2,053,000
Operating lease right-of-use assets	8,000	18,000	25,000	41,000	42,000	50,000
Total assets	2,407,000	3,126,000	3,567,000	6,608,000	9,506,000	2,176,000
Total current liabilities	327,000	529,000	70,000	1,505,000	4,400,000	393,000
Operating lease liabilities	7,000	15,000	24,000	45,000	46,000	67,341
Total liabilities	1,402,000	2,413,000	2,600,000	5,522,000	7,258,000	623,000
Total stockholders' equity (deficit)	1,005,000	713,000	967,000	1,086,000	2,248,000	1,553,000

Source. Reproduced from the issuer's reported figures, traced per line to accessions 0001801169-21-000011, 0001801169-22-000027, 0001801169-23-000024, 0001801169-24-000016, 0001801169-25-000017, 0001801169-26-000010, 0001801169-26-000014. [S009, us-gaap CashAndCashEquivalentsAtCarryingValue, AssetsCurrent, OperatingLeaseRightOfUseAsset, Assets, LiabilitiesCurrent, OperatingLeaseLiability, Liabilities, StockholdersEquity, periods ending 2020-12-31 through 2025-12-31]

Assets and liabilities are shown at the subtotal level. Operating lease balances are listed separately because they are excluded from funded debt in the valuation sections on this site.

Revenue rose from $2.583 billion in 2020 to $15.567 billion in 2022 and then declined to $4.371 billion in 2025. The company reported a net loss in every year from 2020 through 2025, including $1.353 billion in 2022, the year of peak revenue, and $1.300 billion in 2025.

[S009, FY2020-FY2025 revenue and net income]

Peak revenue coincided with the largest loss of the period. Revenue is recognised on homes resold, so rapid acquisition followed by falling prices produces high revenue and negative margins in the same year. A discounted cash flow built on revenue growth therefore measures the wrong quantity for this business, and the valuation work listed on the workpapers page uses unit economics instead.

Projected financial information in the proxy, and what followed

The definitive proxy statement/prospectus disclosed projections that management of Opendoor prepared and provided to SCH, covering 2020 through 2023.

[S005, Projected Financial Information, p. 116]

	2020E	2021E	2022E	2023E
Total revenue	2,455	3,456	6,183	9,767
Adjusted gross profit	172	269	521	892
Adjusted EBITDA	(141)	(185)	(123)	9

Source. Reproduced from the projections disclosed in the proxy. [S005, Projected Financial Information, p. 116]

The revenue projection rests on a stated assumption of 9,673, 13,458, 24,030 and 37,689 total homes sold in 2020 through 2023 respectively. [S005, Projected Financial Information, p. 117]

Revenue against projection

Year	Projected	Reported	Variance
2020 [C013]	2,455	2,583	+5.2%
2021 [C014]	3,456	8,021	+132.1%
2022 [C015]	6,183	15,567	+151.8%
2023 [C016]	9,767	6,946	(28.9%)
Cumulative [C017]	21,861	33,117	+51.5%

Source. Projections from the proxy; reported revenue from the company's XBRL company facts. Variances computed on this site. [S005, Projected Financial Information, p. 116] [S009, FY2020-FY2023 revenue]

Reported revenue exceeded projection in three of the four years and fell short in the fourth. Cumulative reported revenue was 51.5% above cumulative projection.

[S009, FY2020-FY2023 revenue] [C017]

Revenue is a poor single measure of whether this projection was met. The business recognises revenue on homes resold, so exceeding a revenue projection while reporting losses is consistent with buying more inventory than planned. Reported net loss was $662 million in 2021 and $1,353 million in 2022, the two years of largest revenue outperformance, against projected Adjusted EBITDA of −$185 million and −$123 million.

[S009, FY2021 and FY2022 net income] [S005, Projected Financial Information, p. 116]

Those figures are not directly comparable. Adjusted EBITDA as defined in the proxy excludes stock-based compensation, warrant expense, net impairment, restructuring costs and mortgage rate lock items, and the proxy does not reconcile it to GAAP. The comparison against the reported non-GAAP lines is set out below on a stated basis.

Adjusted Gross Profit and Adjusted EBITDA against projection

Opendoor reconciled both measures to their nearest GAAP measure in every annual report over the projection period, so a reported series exists for each. The figures below are as the company stated them: 2020 and 2021 from the fiscal 2021 annual report

[S012, MD&A, Non-GAAP Financial Measures: reconciliation of Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest to gross profit, 2021, 2020 and 2019, p. 39]

and 2022 and 2023 from the fiscal 2023 annual report.

[S013, MD&A, Non-GAAP Financial Measures: reconciliation of Adjusted Gross Profit and Contribution Profit to gross profit, 2023, 2022 and 2021, p. 47]

Where both filings state the same year they agree, so no restatement of either measure arises across the period.

	2020	2021	2022	2023	Cumulative
Projected Adjusted Gross Profit	172	269	521	892	1,854
Reported Adjusted Gross Profit [C020]	211	769	1,086	55	2,121
Projected Adjusted EBITDA	(141)	(185)	(123)	9	(440)
Reported Adjusted EBITDA [C022]	(98)	58	(168)	(627)	(835)

Source. Projections from the proxy; reported figures from the non-GAAP reconciliations in the annual reports, 2020 and 2021 from the fiscal 2021 report and 2022 and 2023 from the fiscal 2023 report. The cumulative columns are summed on this site. Where both filings state the same year they agree, so neither measure was restated across the period. [S005, Projected Financial Information, p. 116] [S012, MD&A, Non-GAAP Financial Measures: reconciliation of Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest to gross profit, 2021, 2020 and 2019, p. 39] [S013, MD&A, Non-GAAP Financial Measures: reconciliation of Adjusted Gross Profit and Contribution Profit to gross profit, 2023, 2022 and 2021, p. 47]

The company defines both measures, so these are the issuer's own non-GAAP figures and not measures constructed here. A projected non-GAAP measure and a reported one share a name without necessarily sharing a definition.

Cumulative reported Adjusted Gross Profit was 1.1440 times the cumulative projection. [C021] Cumulative reported Adjusted EBITDA was $395 million below the cumulative projection. [C023]

The two measures move in opposite directions relative to plan, and the direction reverses within the period. Adjusted Gross Profit exceeded the projection in each of the first three years and then fell to $55 million in 2023, against a projection of $892 million. Adjusted Gross Margin was 6.98% in 2022 and 0.79% in 2023. [C025] [C024] Adjusted EBITDA was ahead of projection in 2020 and 2021, behind it in 2022, and $636 million behind it in 2023 [C026], the single year that accounts for more than the whole cumulative shortfall.

Two limits on the comparison. The proxy states which items its Adjusted EBITDA excludes but does not reconcile the measure, so whether the projected and reported measures share a definition is not established. And the reported measure applies a timing convention the proxy definition does not mention: it adds back inventory valuation adjustments recorded in the current period on homes still held, and deducts adjustments recorded in prior periods on homes sold in the current period.

[S013, MD&A, Non-GAAP Financial Measures: reconciliation of Adjusted Net Loss and Adjusted EBITDA to net loss, 2023, 2022 and 2021, p. 49]

That convention shifted $455 million from 2022 into 2023, which is most of the 2023 gap on both lines.

SEC review of the Form S-4

The registration statement was filed on October 5, 2020 and amended three times before effectiveness was accelerated on November 27, 2020. The staff issued written comment letters on October 30 and November 16, 2020 and one oral comment on November 25. [S007] The registrant’s response letters set out each staff comment in full.

Date	Filing
2020-10-05	Form S-4 as filed
2020-10-30	Staff comment letter
2020-11-06	Response letter and Amendment No. 1
2020-11-16	Staff comment letter
2020-11-24	Response letter and Amendment No. 2
2020-11-27	Response to an oral comment and Amendment No. 3; effectiveness accelerated

Source. Filing dates from the registrant's EDGAR submissions record. The staff comment letters are the UPLOAD entries; the response letters quote each comment before answering it. [S007, Filing history for CIK 0001801169: S-4 and S-4/A filing dates, UPLOAD and CORRESP entries between October 5 and November 27, 2020]

Four comments bear on matters covered elsewhere on this page.

On the projections, the staff asked the registrant to disclose whether Opendoor’s management was of the view that they were prepared on a reasonable basis reflecting management’s currently available estimates and judgments. The registrant added that statement.

[S014, Comment 3 and response: disclose whether management is of the view that the projections were prepared on a reasonable basis]

The proxy’s characterisation of its own projections is therefore a response to a staff comment.

On the non-GAAP measures, the staff twice required the registrant to separate the current-period and prior-period components of its adjustments, first for holding costs and interest on homes sold and then for the inventory valuation adjustments.

[S014, Comment 8 and response: separately quantify the current period and prior period amounts in the non-GAAP adjustments] [S015, Comment 3 and response: separately quantify the current period and prior period inventory impairment adjustments in the non-GAAP measures]

That is the timing convention identified above as accounting for most of the 2023 shortfall against the Adjusted Gross Profit and Adjusted EBITDA projections. The disclosure that makes the convention visible was added during the review.

On the comparative per share data, the registrant told the staff that the $(0.02) book value per share stated for Opendoor at June 30, 2020 in the registration statement as filed was miscalculated, and that the figure should have been $(16.18), being total shareholders’ deficit of $843,519,000 divided by 52,120,604 weighted average shares. The staff then required the calculation to use shares issued and outstanding at period end instead of a weighted average, and the figure was restated again.

[S014, Comment 2 and response: the $(0.02) book value per share for Opendoor at June 30, 2020 was miscalculated and should have been $(16.18)] [S015, Comment 1 and response: recompute book value per share using shares issued and outstanding rather than weighted average shares]

On sponsor interests, the staff required the registrant to quantify the private placement warrants that would expire if the transaction failed, the economic interests of a director, the shares the Sponsor Related PIPE Investors would receive, and the out-of-pocket expenses reimbursable to the sponsor, for which the proxy discloses no cap.

[S014, Comment 1 and response: quantify the sponsor's private placement warrants, Mr. Bain's economic interests, the shares the Sponsor Related PIPE Investors will receive for their $160,250,000 investment, and out-of-pocket expense reimbursement]

Sponsor participation in the PIPE

The proxy defines Sponsor Related PIPE Investors as PIPE investors that are affiliates of the sponsor. [S005, Definitions: Sponsor Related PIPE Investors are PIPE Investors that are affiliates of the Sponsor] They subscribed for $160,250,000 of the $600,050,000 PIPE, for which they were to receive up to 16,025,000 shares.

[S005, Interests of SCH's Directors and Executive Officers in the Business Combination: the Sponsor Related PIPE Investors subscribed for $160,250,000 of the PIPE Investment for up to 16,025,000 shares]

Item	Amount
PIPE gross proceeds [C009]	$600,050,000
Subscribed by affiliates of the sponsor	$160,250,000
Sponsor-affiliated share of the PIPE [C027]	26.71%
Shares to be received by those affiliates	16,025,000
Implied price per share [C028]	$10.00

Source. Subscription amounts as disclosed in the proxy; the percentage and the implied price are computed on this site. The affiliates subscribed at the same $10.00 as other PIPE investors, so the participation conferred no price advantage. [S005, Interests of SCH's Directors and Executive Officers in the Business Combination: the Sponsor Related PIPE Investors subscribed for $160,250,000 of the PIPE Investment for up to 16,025,000 shares]

The affiliates subscribed at the same $10.00 price as the other PIPE investors, so the participation conferred no price advantage. Its effect was on the composition of the capital: 26.71% of the PIPE that supported the transaction came from parties on the sponsor’s side of it.

The proxy does not name the affiliates. The resale registration statement filed on December 21, 2020 does, and the three holdings reconcile exactly to the 16,025,000 shares.

Holder	Shares
ChaChaCha SPAC B, LLC	10,000,000
Hedosophia entities: Hedosophia Public Investments Limited 5,000,000, Hedosophia Group Limited 700,000, Longsutton Limited 100,000	5,800,000
010118 Management, L.P.	225,000
Total [C027] [C037]	16,025,000

Source. Holdings reproduced from the selling shareholders table and its footnotes; the total is summed on this site and reconciles to the 16,025,000 Sponsor Related PIPE Investor shares. [S016, Selling Shareholders table: ChaChaCha SPAC B, LLC 10,000,000 shares; Hedosophia entities 5,800,000 shares; SCH Sponsor II LLC 10,150,000 shares and 6,133,333 warrants] [S016, Selling Shareholders footnote 23: the Hedosophia entities comprise Hedosophia Public Investments Limited 5,000,000, Hedosophia Group Limited 700,000 and Longsutton Limited 100,000] [S016, Selling Shareholders footnote 8: 225,000 shares held by 010118 Management, L.P. and 25,610 shares held by Adam Bain]

The 010118 Management holding appears in the table on the line for a director of SCH, and the registration statement’s footnote separates it from the 25,610 shares that director held directly. Both Hedosophia and ChaChaCha give SCH’s Palo Alto address in the registration statement, the same address given for SCH Sponsor II LLC.

[S016, Selling Shareholders footnote 23: the Hedosophia entities comprise Hedosophia Public Investments Limited 5,000,000, Hedosophia Group Limited 700,000 and Longsutton Limited 100,000]

Satisfaction of the 80% test

The Nasdaq listing requirements required that any business acquired by SCH have a fair market value of at least 80% of the trust balance at the time a definitive agreement was executed. The board determined the requirement was met.

[S005, Satisfaction of 80% Test, p. 117]

No third party valuation was obtained. The proxy states that neither the SCH board nor any committee of it obtained one in determining whether to pursue the business combination, and that Connaught (UK) Limited and Credit Suisse Securities (USA) LLC, which acted as financial adviser and capital markets adviser to SCH respectively, were not engaged to render and did not render a fairness opinion.

[S005, Risk Factors: neither the SCH board nor any committee obtained a third party valuation, and Connaught and Credit Suisse were not engaged to render and did not render a fairness opinion]

The valuation basis the proxy states

Among the board’s stated reasons for the transaction is an anticipated initial pre-transaction enterprise value of $5.0 billion, excluding unrestricted cash and marketable securities at June 30, 2020 and the transaction proceeds, which the proxy states implies a 1.0 times multiple of 2019 revenue and a 0.5 times multiple of 2023 projected revenue.

[S005, Summary, SCH's Board of Directors' Reasons for the Business Combination, Attractive Entry Valuation: an anticipated initial pre-transaction enterprise value of $5.0 billion, implying a 1.0x multiple of 2019 revenue and a 0.5x multiple of 2023 projected revenue]

Against reported 2019 revenue of $4,741 million the multiple is 1.0546 times. [C035]

The forward half of that pair is a multiple of a projection. Reported 2023 revenue was $6,946 million against the $9,767 million projected, so the same $5.0 billion is 0.7199 times reported 2023 revenue. [C034] The multiple that looked like 0.5 times on the projection was 0.72 times on the outcome.

The proxy also records how the figure was arrived at. On July 27, 2020 Opendoor’s board conveyed through a director of SCH that a fair valuation should be close to $5 billion based on a review of comparable companies in analogous industries, and representatives of Opendoor sent SCH two analyst research reports each valuing a comparable business unit of a company in an analogous industry.

[S005, Background to the Business Combination: Opendoor's board conveyed on July 27, 2020 that a fair valuation should be close to $5 billion based on a review of comparable companies in analogous industries, supported by two analyst research reports sent to SCH]

The valuation therefore originated with the target and was supported by third-party research the target selected.

Transaction costs

Responding to a staff comment on the pro forma adjustments, the registrant gave a breakdown of expected transaction costs totalling $28.5 million, all expected to be classified as equity issuance costs: $20,974 thousand at Opendoor and $7,536 thousand at SCH.

[S014, Comment 7 and response: transaction costs of $28.5 million, comprising $20,974 thousand at Opendoor and $7,536 thousand at SCH, all expected to be classified as equity issuance costs]

That is 1.2450 times the $22.9 million of business-combination expenses the first annual report states were paid from trust. [C036] The two figures are on different bases: the $28.5 million is an estimate of total transaction costs across both parties at the time of the amendment, and the $22.9 million is what was actually paid out of the trust account at closing.

Matters not yet examined

The 10-K states the aggregate redemption payment but not a share count, so the redemption rate above is derived using $10.00 as the approximate redemption price.

Also outstanding: whether the projected Adjusted Gross Profit and Adjusted EBITDA use the definitions the annual reports later set out, which the proxy does not state.

Go-Public Transactions Research Repository, "Opendoor 2020 De-SPAC (Social Capital Hedosophia Holdings Corp. II)," research status: Research profile, analysis as of August 2, 2026, last verified August 2, 2026. https://ipo-docs.pages.dev/transactions/2020/opendoor-2020-despac/