Social Capital Hedosophia Holdings Corp. VI filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 6, 2021, Varsha Rao was appointed to the board of directors (the “Board”) of Social Capital Hedosophia Holdings Corp. VI (the “Company”). Effective October 6, 2021, Ms. Rao was also appointed to the audit committee, compensation committee and nominating and corporate governance committee of the Board. The Board has determined that Ms. Rao is an independent director under applicable Securities and Exchange Commission and New York Stock Exchange rules.
In connection with the appointment of Ms. Rao, the Company entered into the following agreements:
| · | A Letter Agreement, dated October 6, 2021 (the “Letter Agreement”), between the Company and Ms. Rao, pursuant to which Ms. Rao has agreed to: vote any ordinary shares of the Company held by her in favor of the Company’s initial business combination; facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the time period required by the Company’s amended and restated memorandum and articles of association; and certain transfer restrictions with respect to the Company’s securities. |
| · | An Indemnity Agreement, dated October 6, 2021 (the “Indemnity Agreement”), between the Company and Ms. Rao, providing Ms. Rao contractual indemnification in addition to the indemnification provided for in the Company’s amended and restated memorandum and articles of association. |
| · | A Director Restricted Stock Unit Award Agreement, dated October 6, 2021 (the “Restricted Stock Unit Award Agreement”), between the Company and Ms. Rao, providing for the grant of 100,000 restricted stock units (“RSUs”) to Ms. Rao, which grant is contingent on (1) the consummation of an initial business combination by the Company and (2) a shareholder approved equity plan. The RSUs will vest upon the consummation of such initial business combination and represent 100,000 Class A ordinary shares (or, following a domestication by the Company as a Delaware corporation, shares of common stock) of the Company that will settle on a date selected by the Company in the year following the year in which such vesting occurs. |
The foregoing descriptions of the Letter Agreement, the Indemnity Agreement and Restricted Stock Unit Award Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Indemnity Agreement and Restricted Stock Unit Award Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
The Company will reimburse Ms. Rao for reasonable out-of-pocket expenses incurred in connection with fulfilling her role as a director. Other than the foregoing, Ms. Rao is not party to any arrangement or understanding with any person pursuant to which she was appointed as a director, nor is she party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibits | |
| 10.1 | Letter Agreement, dated October 6, 2021, between the Company and Ms. Rao. | |
| 10.2 | Indemnity Agreement, dated October 6, 2021, between the Company and Ms. Rao. | |
| 10.3 | Director Restricted Stock Unit Award Agreement, dated October 6, 2021, between the Company and Ms. Rao. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Social Capital Hedosophia Holdings Corp. VI | ||
| Date: October 8, 2021 | By: | /s/ Chamath Palihapitiya |
| Name: | Chamath Palihapitiya | |
| Title: | Chief Executive Officer | |