UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
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 14, 2021, Nirav Tolia informed Social Capital Hedosophia Holdings Corp. IV (the “Company”) that he would be resigning from the board of directors (the “Board”) of the Company, effective immediately. Mr. Tolia’s resignation was not related to any disagreement with the Company on any matter relating to the Company’s accounting, strategy, leadership, operations, policies or practices (financial or otherwise).
On October 18, 2021, Sarah Leary was appointed to the Board, effective immediately. Effective October 18, 2021, Ms. Leary was also appointed to the Board’s (i) Audit Committee, (ii) Compensation Committee and (iii) Nominating and Corporate Governance Committee. The Board has determined that Ms. Leary is an independent director under applicable Securities and Exchange Commission and New York Stock Exchange rules.
In connection with the appointment of Ms. Leary, the Company entered into the following agreements:
| · | A Letter Agreement, dated October 18, 2021 (the “Letter Agreement”), between the Company and Ms. Leary, pursuant to which Ms. Leary 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 its amended and restated memorandum and articles of association; and certain transfer restrictions with respect to the Company’s securities. | |
| · | An Indemnity Agreement, dated October 18, 2021 (the “Indemnity Agreement”), between the Company and Ms. Leary, providing Ms. Leary contractual indemnification in addition to the indemnification provided for in the Company’s amended and restated memorandum and articles of association. |
The foregoing descriptions of the Letter Agreement and the Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the Indemnity Agreement, copies of which are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
The Company will reimburse Ms. Leary for reasonable out-of-pocket expenses incurred in connection with fulfilling her role as a director.
Other than the foregoing, Ms. Leary 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. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
Description of Exhibits | |
| 10.1 | Letter Agreement, dated October 18, 2021, between the Company and Ms. Leary. | |
| 10.2 | Indemnity Agreement, dated October 18, 2021, between the Company and Ms. Leary. | |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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. IV | ||
| Date: October 19, 2021 | By: | /s/ Chamath Palihapitiya |
| Name: | Chamath Palihapitiya | |
| Title: | Chief Executive Officer | |