Opendoor Labs, Inc. executed a non-binding letter of intent to acquire Social Capital Hedosophia Holdings Corp. II (NYSE:IPOB) ("SCH") from a group of shareholders for $6.5 billion in a reverse merger transaction on August 7, 2020. Opendoor Labs, Inc. entered into an agreement and plan of merger to acquire Social Capital Hedosophia Holdings Corp. II (NYSE:IPOB) from a group of shareholders in a reverse merger transaction on September 15, 2020. Upon consummation of the transaction, all of the equity interests of Opendoor will be converted into the right to receive the number of shares of common stock of SCH equal to the quotient obtained by dividing $5 billion by $10. Concurrently with the execution of the merger agreement, SCH also announced that it entered into subscription agreements with certain investors (PIPE Investors) pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 60 million shares of SCH Common Stock for an aggregate purchase price equal to $600 million, a portion of which is expected to be funded by one or more affiliates of current Opendoor stockholders and of SCH Sponsor II LLC. After the completion of the deal, Opendoor investors will hold 79.3% of the equity in the newly public company. Opendoor's management will pick up 3%, with the PIPE investors holding a 9.5% stake. SPAC investors will hold 6.6% and Social Capital's sponsors will hold 1.6%.

The PIPE investment will be consummated substantially concurrently with the closing of the transactions contemplated by the merger agreement, subject to the terms and conditions contemplated by the subscription agreements. In addition to the PIPE investment, additional amount of $200 million has been committed including $100 million from Chamath Palihapitiya, Founder and Chief Executive Officer of SCH, $58 million from Hedosophia, with the remainder invested by existing Opendoor shareholders, Access Industries and Lennar, along with Opendoor management. Post completion of the transaction, the surviving entity will be renamed as Opendoor Technologies Inc. Trading is expected to begin on The Nasdaq Global Select Market on December 21, 2020, under the new ticker symbol “OPEN” for Opendoor Technologies common stock. SCH's management team, led by founder and Chief Executive Officer Eric Wu, will continue to lead Opendoor. SCH's Director, Adam Bain will join the merged company's Board of Directors upon completion of the transaction. The following persons are expected to serve as directors and executive officers of Opendoor Technologies following the consummation of the Business Combination: Carrie Wheeler, Chief Financial Officer, Ian Wong, Chief Technology Officer, Julie Todaro, President of Homes & Services, Tom Willerer, Chief Product Officer, Elizabeth Stevens, Head of Legal, Adam Bain, Director Nominee, Ciopora Herman, Director. Upon the consummation of the Business Combination, SCH anticipates the initial size of Opendoor Technologies' board of directors being seven directors, each of whom will be voted upon by SCH's shareholders at the extraordinary general meeting.

The transaction is subject to approval from SCH's shareholders and Opendoor Labs shareholders, the registration Statement having become effective under the Securities Act, the waiting period or periods under the HSR Act applicable to the transaction having been expired or been terminated, SCH having at least $5 million of net tangible assets, the shares of domesticated SCH common Stock to be issued in connection with the merger shall having been approved for listing on the Nasdaq, consummation of pre-closing restructuring transactions by Opendoor, the sum of the trust amount plus the third- party PIPE investment amount, being equal to or greater than $200 million, completion of Domestication involving deregistration of SCH under the Cayman Islands Companies Law and a domestication under Section 388 of Delaware General Corporation Law and the available SCH cash shall be no less than the minimum available SCH cash amount of $550 million. The transaction has been unanimously by the Board of Directors of SCH and also by the Board of Opendoor. The Board of Directors of SCH resolved to recommend approval of the transaction by its shareholders. The Board of Opendoor also recommended the approval of the agreement by its stockholders. The extraordinary general meeting of Social Capital Hedosophia Holdings Corp. II will be held on December 17, 2020 to approve the transaction. As of December 17, 2020, shareholders of Social Capital Hedosophia approved this transaction with Opendoor Labs Inc.

SCH announced entry into a support agreement, pursuant to which SCH Sponsor II LLC and each director of SCH agreed to, among other things, vote in favor of the merger agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the sponsor support agreement. SCH also announced entry into a support agreement with certain stockholders holding majority of the outstanding voting power of Opendoor common stock and preferred stock under which they agreed, within 48 hours following the SEC declaring effective the proxy statement/ prospectus, to execute and deliver a written consent with respect to the outstanding shares of Opendoor common stock and preferred stock held by them and approving the transaction. The transaction is expected to complete in the fourth quarter of 2020. Post closure of the transaction, 100% of the cash proceeds of up to $1.5 billion will be retained by Opendoor sheet to fund operations and support new and existing growth initiatives. As of December 17, 2020, the business combination is expected to close on December 18, 2020, subject to the satisfaction of certain customary closing conditions.

Citigroup Inc. (NYSE:C) acted as the financial advisor and Justin G. Hamill, Joshua M. Dubofsky, Kristen Grannis, Michael Anastasio, Rachel Sheridan, Lisa Watts and Shagufa Hossain of Latham & Watkins LLP acted as legal advisors to Opendoor. Connaught acted as financial advisor and Howard L. Ellin Christopher M. Barlow, Michelle Gasaway, Victor Hollender, Gregg Noel and Joseph Yaffe of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for SCH. Morrow Sodali LLC acted as the information agent to Social Capital and will receive a fee of $35,000 for its services. Mark Zimkind of Continental Stock Transfer & Trust Company served as transfer agent for SCH and Opendoor Labs, Inc. Cooley LLP acted as legal advisor to Opendoor. Credit Suisse Securities acted as a placement agent to Social Capital Hedosophia Holdings Corp. II. Merritt Johnson, Harald Halbhuber and Ilir Mujalovic of Shearman & Sterling LLP acted as legal advisors to Credit Suisse Securities.

Opendoor Labs, Inc. completed the acquisition of Social Capital Hedosophia Holdings Corp. II (NYSE:IPOB) from a group of shareholders in a reverse merger transaction on December 18, 2020. The newly combined company will start trading under the name Opendoor Technologies Inc. from December 21, 2020 under the new ticker symbol “OPEN” for Opendoor Technologies common stock and “OPENW” for the Opendoor Technologies warrants.