Document

DEF 14A 1 ipoe-def14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


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SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

765,003,581 SHARES OF COMMON STOCK AND 20,125,000 REDEEMABLE WARRANTS

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE),

THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “SOFI TECHNOLOGIES, INC.”

IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

The board of directors of Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company (“SCH” and, after the Domestication as described below, “SoFi Technologies”), has unanimously approved (i) the domestication of SCH as a Delaware corporation (the “Domestication”); (ii) the merger of Plutus Merger Sub Inc. (“Merger Sub”), a Delaware corporation and subsidiary of SCH, with and into Social Finance, Inc. (“SoFi”), a Delaware corporation (the “Merger”), with SoFi surviving the Merger as a wholly owned subsidiary of SoFi Technologies, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021, by and among SCH, Merger Sub and SoFi, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (iii) the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Business Combination, SCH will change its name to “SoFi Technologies, Inc.”

As a result of and upon the effective time of the Domestication, among other things, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of SCH (the “SCH Class A ordinary shares”), will convert automatically, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of SoFi Technologies (the “SoFi Technologies common stock”); (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of SCH (the “SCH Class B ordinary shares”), will convert automatically, on a one-for-one basis, into shares of SoFi Technologies common stock; provided, however, that with respect to the SCH Class B ordinary shares held by SCH Sponsor V LLC, a Cayman Islands limited liability company and shareholder of SCH (the “Sponsor”), in connection with the Domestication, the Sponsor will instead receive upon the conversion of the SCH Class B ordinary shares held by it, a number of shares of SoFi Technologies common stock equal to (x) the number of SCH Class B ordinary shares held by it as of immediately prior to the Domestication minus (y) after giving effect to the Domestication, the number of shares of SoFi Technologies common stock underlying the Director RSU Award (as defined in the accompanying proxy statement/prospectus) that were outstanding as of immediately prior to the Domestication; (iii) each of the then issued and outstanding redeemable warrants of SCH (the “SCH warrants”) will convert automatically, on a one-for-one basis, into redeemable warrants to acquire one share of SoFi Technologies common stock (the “SoFi Technologies warrants”); and (iv) each of the then issued and outstanding units of SCH that have not been previously separated into the underlying SCH Class A ordinary shares and underlying SCH warrants upon the request of the holder thereof (the “SCH units”), will be canceled and will entitle the holder thereof to one share of SoFi Technologies common stock and one-fourth of one SoFi Technologies warrant. Accordingly, this proxy statement/prospectus covers (i) 80,500,000 shares of SoFi Technologies common stock to be issued in the Domestication and (ii) 20,125,000 SoFi Technologies warrants to be issued in the Domestication.

At the effective time of the Merger, among other things, each outstanding share of SoFi common stock and preferred stock (other than shares of SoFi Series 1 Preferred Stock, which will be converted on a one-for-one basis into shares of SoFi Technologies Series 1 Preferred Stock) as of immediately prior to the effective time of the Merger will be converted into SoFi Technologies common stock based on the exchange ratio applicable to such shares of SoFi common stock and preferred stock, as applicable, and shares of SoFi common stock reserved in respect of SoFi Awards (as defined below) outstanding as of immediately prior to the effective time of the Merger, will be converted into SoFi Technologies awards based on SoFi Technologies common stock, representing an aggregate of approximately 657,000,000 shares of SoFi Technologies common stock (subject to increase as provided in the Merger Agreement), or, as applicable, shares underlying awards based on SoFi Technologies common stock or warrants to purchase SoFi Technologies common stock (the “Aggregate Common Share

Consideration”), representing a pre-transaction equity value of SoFi of approximately $6.6 billion (the “Aggregate Merger Consideration”).

In furtherance of the foregoing, at the effective time of the Merger, among other things, each share of SoFi capital stock outstanding as of immediately prior to the effective time of the Merger (other than (x) any shares of SoFi common stock subject to SoFi Awards, (y) any shares of SoFi capital stock held in treasury by SoFi, which treasury shares shall be canceled as part of the Merger, and (z) any shares of SoFi capital stock held by stockholders of SoFi who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL), will be canceled and converted as follows:

•each share of SoFi common stock (without giving effect to any conversion of any outstanding SoFi non-redeemable preferred stock into SoFi common stock) will be canceled and converted into the right to receive a number of SoFi Technologies shares of common stock equal to the quotient obtained by dividing (i) the Aggregate Common Share Consideration by (ii) the aggregate fully diluted number of shares of SoFi common stock issued and outstanding immediately prior to the Merger as calculated pursuant to the Merger Agreement (as defined herein) (such quotient, the “Base Exchange Ratio”);

•each share of SoFi Series A Preferred Stock, SoFi Series B Preferred Stock, SoFi Series C Preferred Stock, SoFi Series D Preferred Stock, SoFi Series E Preferred Stock and SoFi Series H-1 Preferred Stock will be canceled and converted into the right to receive a number of SoFi Technologies shares of common stock equal to the Base Exchange Ratio;

•each share of SoFi Series F Preferred Stock will be canceled and converted into the right to receive a number of SoFi Technologies shares of common stock equal to the product of 1.1102 multiplied by the Base Exchange Ratio;

•each share of SoFi Series G Preferred Stock will be canceled and converted into the right to receive a number of SoFi Technologies shares of common stock equal to the product of 1.2093 multiplied by the Base Exchange Ratio;

•each share of SoFi Series H Preferred Stock will be canceled and converted into the right to receive a number of SoFi Technologies shares of common stock equal to the product of 1.0863 multiplied by the Base Exchange Ratio (except for shares of Series H Preferred Stock held by Anthony Noto, our Chief Executive Officer, which will be canceled and converted into the right to receive a number of SoFi Technologies common shares equal to the Base Exchange Ratio); and

•each share of SoFi Series 1 Preferred Stock will be canceled and converted into the right to receive one fully paid and non-assessable share of SoFi Technologies Series 1 Preferred Stock.

Holders of SoFi Series 1 Preferred Stock who receive shares of SoFi Technologies Series 1 Preferred Stock at the effective time of the Merger will remain entitled to receive dividends accrued but unpaid as of the date of the Merger Agreement in respect of such shares of SoFi Series 1 Preferred Stock.

At the effective time of the Merger, each warrant to purchase shares of SoFi Series H Preferred Stock will no longer be exercisable for shares of SoFi Series H Preferred Stock but will instead become exercisable for a number of shares of SoFi Technologies common stock and the exercise price thereof will be adjusted in accordance with the terms of the Amended and Restated Series H Preferred Stock Warrant Agreement.

With respect to SoFi Awards, all (i) options to purchase shares of SoFi common stock (“SoFi Options”), and (ii) restricted stock units based on shares of SoFi common stock (“SoFi RSUs”) outstanding as of immediately prior to the Merger (together, the “SoFi Awards”) will be converted into (a) options to purchase shares of SoFi Technologies common stock (“SoFi Technologies Options”), and (b) restricted stock units based on shares of SoFi Technologies common stock (“SoFi Technologies RSUs”), respectively. Additionally, warrants exercisable for shares of SoFi common stock will become exercisable for shares of SoFi Technologies common stock. Accordingly, this proxy statement/prospectus also relates to the potential issuance by SoFi Technologies of 28,664,502 shares of SoFi Technologies common stock upon the exercise of SoFi Technologies Options, 46,998,989 shares of SoFi Technologies common stock underlying SoFi Technologies RSUs and 12,384,696 shares of SoFi Technologies common stock issuable upon the exercise of SoFi warrants. See “BCA Proposal — The Merger Agreement — Consideration — Treatment of SoFi Options and Restricted Stock Unit Awards”.

outstanding SoFi Technologies common stock, (2) SoFi Stockholders will own approximately 74.7% (or approximately 74.2% following settlement of the Director RSU Award and the Repurchase) of outstanding SoFi Technologies common stock, (3) the Sponsor and related parties (including the Sponsor Related PIPE Investors) will collectively own approximately 5.4% (or approximately 5.5% following settlement of the Director RSU Award and the Repurchase) of outstanding SoFi Technologies common stock, and (4) the Third Party PIPE Investors will own approximately 10.8% (or approximately 11.0% following settlement of the Director RSU Award and the Repurchase) of outstanding SoFi Technologies common stock. These percentages assume (i) that no SCH public shareholders exercise their redemption rights in connection with the Business Combination, (ii) the vesting and exercise of all SoFi Technologies Options for shares of SoFi Technologies common stock, (iii) the vesting of all SoFi Technologies RSU Awards and the issuance of shares of SoFi Technologies common stock in respect thereof, (iv) that SoFi Technologies issues shares of SoFi Technologies common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement, which in the aggregate equal approximately 657,000,000 shares of SoFi Technologies common stock (subject to increase as set forth in the Merger Agreement and assuming that all SoFi Technologies Options are net-settled), and (v) that SoFi Technologies issues 122,500,000 shares of SoFi Technologies common stock to the PIPE Investors pursuant to the PIPE Investment. The PIPE Investors have agreed to purchase 122,500,000 shares of SoFi Technologies common stock, at $10.00 per share, for approximately $1,225 million of gross proceeds. The Sponsor Related PIPE Investors have agreed to purchase 27,500,000 shares of SoFi Technologies common stock, at $10.00 per share, for approximately $275 million of gross proceeds.

The SCH units, SCH Class A ordinary shares and SCH warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “IPOE”, “IPOE.U” and “IPOE.WS”, respectively. SCH will apply for listing, to be effective at the closing of the Business Combination, of SoFi Technologies common stock and SoFi Technologies warrants on the Nasdaq Global Select Market (“Nasdaq”) under the proposed symbols “SOFI” and “SOFIW”, respectively. It is a condition of the consummation of the Business Combination that SCH receives confirmation from the Nasdaq that the securities have been conditionally approved for listing on the Nasdaq, but there can be no assurance such listing conditions will be met or that SCH will obtain such confirmation from the Nasdaq. If such listing conditions are not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties.

This proxy statement/prospectus provides shareholders of SCH with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of SCH. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 33 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated May 7, 2021, and is first being mailed to SCH’s shareholders on or about May 10, 2021.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

A Cayman Islands Exempted Company

(Company Number 364202)

317 University Ave, Suite 200

Palo Alto, California 94301

Dear Social Capital Hedosophia Holdings Corp. V Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company (“SCH” and, after the Domestication, as described below, “SoFi Technologies”), at 12:00 P.M., Eastern Time, on May 27, 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/socialcapitalhedosophiaholdingsv/sm2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

At the extraordinary general meeting, SCH shareholders will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021 (as it may be further amended, the “Merger Agreement”), by and among SCH, Merger Sub and SoFi, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of SCH to Delaware as described below, the merger of Merger Sub with and into SoFi (the “Merger”), with SoFi surviving the Merger as a wholly owned subsidiary of SoFi Technologies, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/ prospectus (the “BCA Proposal”).

As a condition to the consummation of the Merger, the board of directors of SCH has unanimously approved a change of SCH’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”). As described in this proxy statement/prospectus, you will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination, SCH will change its name to “SoFi Technologies, Inc.”

As a result of and upon the effective time of the Domestication, among other things, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of SCH (the “SCH Class A ordinary shares”), will convert automatically, on a one-for-one basis, into shares of common stock, par value $0.0001 per share, of SoFi Technologies (the “SoFi Technologies common stock”); (ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of SCH (the “SCH Class B ordinary shares”), will convert automatically, on a one-for-one basis, into shares of SoFi Technologies common stock; provided, however, that with respect to the SCH Class B ordinary shares held by SCH Sponsor V LLC, a Cayman Islands limited liability company and shareholder of SCH (the “Sponsor”), in connection with the Domestication, the Sponsor will instead receive upon the conversion of the SCH Class B ordinary shares held by it, a number of shares of SoFi Technologies common stock equal to (x) the number of SCH Class B ordinary shares held by it as of immediately prior to the Domestication minus (y) after giving effect to the Domestication, the number of shares of SoFi Technologies common stock underlying the Director RSU Award (as defined in the accompanying proxy statement/prospectus) that were outstanding as of immediately prior to the Domestication; (iii) each of the then issued and outstanding redeemable warrants of SCH (the “SCH warrants”) will convert automatically, on a one-for-one basis, into redeemable warrants to acquire one share of SoFi Technologies common stock (the “SoFi Technologies warrants”); and (iv) each of the then issued and outstanding units of SCH that have not been previously separated into the underlying SCH Class A ordinary shares and underlying SCH warrants upon the request of the holder thereof (the “SCH units”), will be canceled and will entitle the holder thereof to one share of SoFi Technologies common stock and one-fourth of one SoFi Technologies warrant. As used herein, “public shares” means the SCH Class A ordinary shares (including those that underlie the SCH units) that were registered pursuant to the Registration Statements on Form S-1 (333-248915 and 333-249396) and the shares of SoFi Technologies common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see “Domestication Proposal”.

You will also be asked to consider and vote upon (1) three separate proposals to approve material differences between SCH’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of SoFi Technologies (collectively, the “Organizational Documents Proposals”), (2) a proposal to elect 12 directors who, upon consummation of the Business Combination, will be the directors of SoFi Technologies (the “Director Election Proposal”), (3) a proposal to approve for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of SoFi Technologies common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors, pursuant to the PIPE Investment and (b) the SoFi Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”), (4) a proposal to approve and adopt the 2021 Stock Option and Incentive Plan (the “Incentive Plan Proposal”), (5) a proposal to approve SoFi Technologies’ entry into a share repurchase agreement (the “Share Repurchase Agreement”) with SoftBank Group Capital Limited (“SoftBank”) and the repurchase (the “Repurchase”) contemplated thereby by SoFi Technologies of $150 million of shares of SoFi Technologies common stock owned by certain investors affiliated with SoftBank at a price per share equal to $10.00 immediately following the Closing (the “Repurchase Proposal”) and (6) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The Business Combination will be consummated only if the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Repurchase Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

At the effective time of the Merger, among other things, each outstanding share of SoFi common stock and preferred stock (other than shares of SoFi Series 1 Preferred Stock, which will be converted on a one-for-one basis into shares of SoFi Technologies Series 1 Preferred Stock) as of immediately prior to the effective time of the Merger will be converted into SoFi Technologies common stock based on the exchange ratio applicable to such shares of SoFi common stock and preferred stock, as applicable, and shares of SoFi common stock reserved in respect of SoFi Awards outstanding as of immediately prior to the effective time of the Merger, will be converted into SoFi Technologies awards based on SoFi Technologies common stock, representing an aggregate of approximately 657,000,000 shares of SoFi Technologies common stock (subject to increase as provided in the Merger Agreement), or, as applicable, shares underlying awards based on SoFi Technologies common stock or warrants to purchase SoFi Technologies common stock (the “Aggregate Common Share Consideration”), representing a pre-transaction equity value of SoFi of approximately $6.6 billion (the “Aggregate Merger Consideration”).

•each share of SoFi Series 1 Preferred Stock will be canceled and converted into the right to receive one fully paid and non-assessable share of Series 1 Redeemable Preferred Stock of SoFi Technologies.

Holders of SoFi redeemable preferred stock who receive shares of SoFi Technologies Series 1 Preferred Stock at the effective time of the Merger will remain entitled to receive dividends accrued but unpaid as of the date of the Merger Agreement in respect of shares of SoFi redeemable preferred stock.

With respect to SoFi Awards, all (i) SoFi Awards will be converted into (a) SoFi Technologies Options, and (b) SoFi Technologies RSUs, as applicable. Additionally, warrants exercisable for shares of SoFi common stock will become exercisable for shares of SoFi Technologies common stock. Accordingly, this proxy statement/prospectus also relates to the potential issuance by SoFi Technologies of 28,664,502 shares of SoFi Technologies common stock upon the exercise of SoFi Technologies Options, 46,998,989 shares of SoFi Technologies common stock underlying SoFi Technologies RSUs and 12,384,696 shares of SoFi Technologies common stock issuable upon the exercise of SoFi warrants. See “BCA Proposal — Consideration — Treatment of SoFi Options, Restricted Stock Awards and Restricted Stock Units”.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the Closing of the Business Combination (the “Closing Date”), including (i) the Sponsor Support Agreement, (ii) the SoFi Holders Support Agreement, (iii) the Shareholders’ Agreement, (iv) the Series 1 Agreement, (v) the Registration Rights Agreement, (vi) the Series 1 Registration Rights Agreement, (vii) Lock-up Agreements and (viii) the PIPE Subscription Agreements. For additional information, see “BCA Proposal — Related Agreements” in the accompanying proxy statement/prospectus.

Pursuant to the Cayman Constitutional Documents, a holder (a “public shareholder”) of public shares, which excludes shares held by the Sponsor, may request that SCH redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “for” the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, SCH’s transfer agent, SoFi Technologies will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of SoFi Technologies common stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of SCH — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group,

seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director and officer of SCH have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any SCH ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of January 7, 2021, as amended on March 16, 2021, a copy of which is attached as Annex C to this proxy statement/ prospectus (the “Sponsor Support Agreement”). The SCH ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor (including SCH’s independent directors) owns 20.0% of the issued and outstanding SCH ordinary shares.

The Merger Agreement provides that the obligations of SoFi to consummate the Merger are conditioned on, among other things, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy SCH’s obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of SoFi or SCH) (such amount, the “Trust Amount”) plus the PIPE Investment Amount (as defined herein) actually received by SCH at or prior to the Closing Date (as defined herein), is at least equal to $900 million (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”). This condition is for the sole benefit of SoFi. If such condition is not met, and such condition is not waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will SCH redeem public shares in an amount that would cause SoFi Technologies’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus (including the approval of the Merger Agreement and the transactions contemplated thereby, by the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding SoFi Capital Stock voting as a single class and on an as-converted basis. There can be no assurance that the parties to the Merger Agreement would waive any such condition, to the extent waivable.

SCH is providing the accompanying proxy statement/prospectus and accompanying proxy card to SCH’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by SCH’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of SCH’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of this proxy statement/prospectus.

After careful consideration, the board of directors of SCH has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to SCH’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of SCH, you should keep in mind that SCH’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of SCH’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the Repurchase Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders will be considered non-discretionary, or count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS TO SCH’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of SCH’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.


			Sincerely,
			/s/ Chamath Palihapitiya
			Chamath Palihapitiya Chief Executive Officer and Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated May 7, 2021 and is first being mailed to shareholders on or about May 10, 2021.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

A Cayman Islands Exempted Company

(Company Number 364202)

317 University Ave, Suite 200

Palo Alto, California 94301

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON MAY 27, 2021

TO THE SHAREHOLDERS OF SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company, company number 364202 (“SCH”), will be held at 12:00 P.M., Eastern Time, on May 27, 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/socialcapitalhedosophiaholdingsv/sm2021. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

•Proposal No. 1 — The BCA Proposal — to consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021 (as it may be further amended, the “Merger Agreement”), by and among SCH, Merger Sub and SoFi, a copy of which is attached to this proxy statement/prospectus statement as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into SoFi (the “Merger”), with SoFi surviving the Merger as a wholly owned subsidiary of SoFi Technologies, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus (the “BCA Proposal”);

•Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution, the change of SCH’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”) (the “Domestication Proposal”);

•Organizational Documents Proposals — to consider and vote upon the following three separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution, the following material differences between SCH’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Social Capital Hedosophia Holdings Corp. V (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “SoFi Technologies, Inc.” in connection with the Business Combination (SCH after the Domestication, including after such change of name, is referred to herein as “SoFi Technologies”):

(A)Proposal No. 3 — Organizational Documents Proposal A — to authorize the change in the authorized capital stock of SCH from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “SCH Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 5,000,000 preferred shares, par value $0.0001 per share (the “SCH preferred shares”), to 3,000,000,000 shares of common stock, par value $0.0001 per share, of SoFi Technologies (the “SoFi Technologies common stock”), 100,000,000 shares of non-voting common stock, par value $0.0001 per share, of SoFi Technologies, 100,000,000 shares of preferred stock, par value $0.0001 per share, of SoFi Technologies (the “SoFi Technologies preferred stock”) and 100,000,000 shares of redeemable preferred stock, par value $0.0000025 per share, of SoFi Technologies (“Organizational Documents Proposal A”);

(B)Proposal No. 4 — Organizational Documents Proposal B — to authorize the board of directors of SoFi Technologies to issue any or all shares of SoFi Technologies preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by SoFi Technologies’ board of directors and as may be permitted by the DGCL (“Organizational Documents Proposal B”);

and

(C)Proposal No. 5 — Organizational Documents Proposal C — to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex K and Annex L, respectively), including (1) changing the corporate name from “Social Capital Hedosophia Holdings Corp. V” to “SoFi Technologies, Inc.”, (2) making SoFi Technologies’ corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the Securities Act (4) being subject to the provisions of Section 203 of DGCL and (5) removing certain provisions related to SCH’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which SCH’s board of directors believes is necessary to adequately address the needs of SoFi Technologies after the Business Combination (“Organizational Documents Proposal C”);

•Proposal No. 6 — The Director Election Proposal — to consider and vote upon a proposal, assuming the BCA Proposal, the Domestication Proposal and the Organizational Documents Proposals are approved, to elect 12 directors who, upon consummation of the Business Combination, will be the directors of SoFi Technologies (the “Director Election Proposal”);

•Proposal No. 7 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of SoFi Technologies common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors, pursuant to the PIPE Investment and (b) the SoFi Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”);

•Proposal No. 8 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the 2021 Stock Option and Incentive Plan (the “2021 Plan” and “Incentive Plan Proposal”, respectively);

•Proposal No. 9 — The Repurchase Proposal — to consider and vote upon a proposal to approve by ordinary resolution, SoFi Technologies’ entry into a share repurchase agreement (the “Share Repurchase Agreement”) with SoftBank Group Capital Limited (“SoftBank”) and the repurchase (the “Repurchase”) contemplated thereby by SoFi Technologies of $150 million of shares of SoFi Technologies common stock owned by certain investors affiliated with SoftBank at a price per share equal to $10.00 immediately following the Closing (the “Repurchase Proposal”); and

•Proposal No. 10 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).

Each of Proposals No. 1 through 9 is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on April 29, 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to SCH’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of SCH’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of this proxy statement/prospectus.

the board of directors of SCH, you should keep in mind that SCH’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of SCH’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a holder of public shares (a “public shareholder”) may request of SCH that SoFi Technologies redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)submit a written request to Continental Stock Transfer & Trust Company (“Continental”), SCH’s transfer agent, that SoFi Technologies redeem all or a portion of your public shares for cash; and

(iii)deliver your share certificates (if any) and any other redemption forms to Continental, SCH’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on May 25, 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, SCH’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, SCH’s transfer agent, SoFi Technologies will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of SoFi Technologies common stock that will be redeemed promptly after consummation of the Business Combination. See “Extraordinary General Meeting of SCH — Redemption Rights” in this proxy statement/ prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

SCH Sponsor V LLC, a Cayman Islands limited liability company and shareholder of SCH (the “Sponsor”), and each director and officer of SCH have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any SCH ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of January 7, 2021, as amended on March 16, 2021, a copy of which is attached to this proxy statement/prospectus statement as Annex C (the “Sponsor Support Agreement”). The SCH ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor (including SCH’s independent directors) owns 20.0% of the issued and outstanding SCH ordinary shares.

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any condition, to the extent waivable.

Regardless of how many shares you own, your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC (“Morrow Sodali”), our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing IPOE.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.


By Order of the Board of Directors of Social Capital Hedosophia Holdings Corp. V,

May 7, 2021

/s/ Chamath Palihapitiya
Chamath Palihapitiya
Chief Executive Officer and Chairman of the Board of Directors

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS TO SCH’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

TABLE OF CONTENTS


REFERENCES TO ADDITIONAL INFORMATION						i
TRADEMARKS						ii
SELECTED DEFINITIONS						iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS						viii
QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF SCH						x
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS						1
SELECTED HISTORICAL FINANCIAL INFORMATION OF SCH						24
SELECTED HISTORICAL FINANCIAL INFORMATION OF SOFI						27
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION						29
COMPARATIVE PER SHARE DATA						31
MARKET PRICE AND DIVIDEND INFORMATION						32
RISK FACTORS						33
EXTRAORDINARY GENERAL MEETING OF SCH						90
BCA PROPOSAL						97
DOMESTICATION PROPOSAL						138
ORGANIZATIONAL DOCUMENTS PROPOSALS						141
DIRECTOR ELECTION PROPOSAL						151
STOCK ISSUANCE PROPOSAL						154
INCENTIVE PLAN PROPOSAL						156
REPURCHASE PROPOSAL						164
ADJOURNMENT PROPOSAL						165
U.S. FEDERAL INCOME TAX CONSIDERATIONS						166
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION						176
INFORMATION ABOUT SCH						186
SCH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS						194
INFORMATION ABOUT SOFI						200
SOFI’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS						225
MANAGEMENT OF SOFI TECHNOLOGIES FOLLOWING THE BUSINESS COMBINATION						284
SOFI’S COMPENSATION DISCUSSION AND ANALYSIS						292
EXECUTIVE COMPENSATION						298
BENEFICIAL OWNERSHIP OF SECURITIES						313
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS						317
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS						326
DESCRIPTION OF SOFI TECHNOLOGIES SECURITIES						329
SECURITIES ACT RESTRICTIONS ON RESALE OF SOFI TECHNOLOGIES SECURITIES						340
STOCKHOLDER PROPOSALS AND NOMINATIONS						341
SHAREHOLDER COMMUNICATIONS						341
LEGAL MATTERS						342
EXPERTS						342
DELIVERY OF DOCUMENTS TO SHAREHOLDERS						342
ENFORCEABILITY OF CIVIL LIABILITY						342
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE						342
INDEX TO FINANCIAL STATEMENTS						F-1


Annex A	Merger Agreement	A-1
Annex B	SoFi Holders Support Agreement	B-1
Annex C	Sponsor Support Agreement	C-1
Annex D	Form of Subscription Agreement	D-1
Annex E	Amended and Restated Registration Rights Agreement	E-1
Annex F	Series 1 Registration Rights Agreement	F-1
Annex G	Shareholders’ Agreement	G-1
Annex H	Amended and Restated Series 1 Preferred Stock Investors’ Agreement	H-1
Annex I	SoFi Technologies 2021 Stock Option and Incentive Plan	I-1
Annex J	Cayman Constitutional Documents of SCH	J-1
Annex K	Form of Proposed Certificate of Incorporation	K-1
Annex L	Form of Proposed Bylaws	L-1
Annex M	Form of Amended and Restated Warrant to Purchase Stock	M-1

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning SCH, without charge, by written request to Secretary at Social Capital Hedosophia Holdings Corp. V, 317 University Ave, Suite 200, Palo Alto, California 94301, or by telephone request at (650) 521-9007; or Morrow Sodali LLC, SCH’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing IPOE.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for SCH’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of SCH to be held on May 27, 2021, you must request the information no later than May 20, 2021, five business days prior to the date of the extraordinary general meeting.

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. SCH does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•“2011 Plan” are to Social Finance, Inc. 2011 Stock Plan;

•“2021 Incentive Plan” or “2021 Plan” are to the 2021 Stock Option and Incentive Plan for SoFi Technologies, Inc. attached to this proxy statement/prospectus as Annex I;

•“Aggregate Fully Diluted Company Common Shares” are to the number of shares of SoFi common stock issued and outstanding immediately prior to the Merger Agreement

•‘‘Amended and Restated Series H Preferred Stock Warrant Agreement’’ are to the Amended and Restated Series H Preferred Stock Warrant Agreements, to be entered into at Closing between SoFi Technologies, Inc. and each holder of Series H Warrants;

•“Apex” are to Apex Clearing Holdings, LLC, a provider of investment custody and clearing services in which we hold a minority stake;

•“ASC” are to Accounting Standards Codification;

•“Available Cash” are to the amount calculated by adding the Trust Amount and the PIPE Investment Amount;

•“Base Exchange Ratio” are to the quotient obtained by dividing (i) the Aggregate Common Share Consideration by (ii) the aggregate fully diluted number of shares of SoFi common stock issued and outstanding immediately prior to the Merger as calculated pursuant to the Merger Agreement;

•“Black-Scholes Model” are to the Black-Scholes Option Pricing Model;

•“Business Combination” are to the Domestication together with the Merger;

•“CARES Act” are to the Coronavirus Aid, Relief and Economic Security Act;

•“Cayman Constitutional Documents” are to SCH’s Amended and Restated Memorandum and Articles of Association, as amended from time to time;

•“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (2020 Revision);

•“Closing” are to the closing of the Business Combination;

•“Company”, “we”, “us” and “our” are to SCH prior to its domestication as a corporation in the State of Delaware and to SoFi Technologies after its domestication as a corporation incorporated in the State of Delaware, including after its change of name to SoFi Technologies, Inc.;

•“Condition Precedent Approvals” are to approval at the extraordinary general meeting of the Condition Precedent Proposals;

•“Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Repurchase Proposal and the Incentive Plan Proposal, collectively;

•“Continental” are to Continental Stock Transfer & Trust Company;

•“COVID-19” are to the novel coronavirus pandemic;

•“DGCL” are to the General Corporation Law of the State of Delaware;

iii

•“Domestication” are to the domestication of Social Capital Hedosophia Holdings Corp. V as a corporation incorporated in the State of Delaware;

•“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•“Federal Reserve” are to the Board of Governors of the Federal Reserve System;

•“Financial Services Productivity Loop” are to a virtuous cycle generated by our integrated financial services platform whereby positive member experiences lead to more products per member and enhanced profitability for each additional product by lowering overall member acquisition costs;

•“FINRA" are to the Financial Industry Regulatory Authority, Inc.;

•“FNMA” are to the Federal National Mortgage Association;

•“founder shares” are to the SCH Class B ordinary shares purchased by the Sponsor in a private placement prior to the initial public offering, and the SCH Class A ordinary shares that will be issued upon the conversion thereof;

•“GAAP” are to accounting principles generally accepted in the United States of America;

•“Galileo” are to Galileo Financial Technologies, Inc., a provider of technology platform services to financial and non-financial institutions and a wholly-owned subsidiary of SoFi;

•“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•“initial public offering” are to SCH’s initial public offering that was consummated on October 14, 2020;

•“IPO registration statement” are to the Registration Statements on Form S-1 (333-248915 and 333-249396) filed by SCH in connection with its initial public offering, which became effective on October 8, 2020;

•“IRS” are to the U.S. Internal Revenue Service;

•“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

•“LIBOR” are to the London Inter-Bank Offered Rate;

•“Management Awards” are to equity awards under the 2021 Plan in the form of restricted stock units expected to be granted to certain employees of SoFi Technologies within 90 days following the Closing;

•“Member” is defined as someone who has a lending relationship with us via origination or servicing, opened a financial services account to our platform, or signed up for our credit score monitoring service;

•“Member Bank” are to SoFi’s member bank holding companies;

•“Merger” are to the merger of Merger Sub with and into SoFi, with SoFi surviving the merger as a wholly owned subsidiary of SoFi Technologies;

•“Merger Sub” a Delaware corporation and subsidiary of SCH;

•“Minimum Cash Condition” are to the Trust Amount and the PIPE Investment Amount, in the aggregate, being greater than $0.9 billion (excluding transaction expenses);

•“Nasdaq” are to the Nasdaq Global Select Market;

•“NYSE” are to the New York Stock Exchange;

•“OCC” are to the U.S. Office of the Comptroller of the Currency;

•“ordinary shares” are to the SCH Class A ordinary shares and the SCH Class B ordinary shares, collectively;

•“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

•“PIPE Investment” are to the purchase of shares of SoFi Technologies common stock pursuant to the Subscription Agreements;

•“PIPE Investment Amount” are to the aggregate gross purchase price received by SCH prior to or substantially concurrently with Closing for the shares in the PIPE Investment;

•“PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements;

•“private placement warrants” are to the SCH private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of SoFi Technologies issued as a matter of law upon the conversion thereof at the time of the Domestication;

•“pro forma” are to giving pro forma effect to the Business Combination;

•“Proposed Bylaws” are to the proposed bylaws of SoFi Technologies upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex L;

•“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of SoFi Technologies upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex K;

•“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

•“public shareholders” are to holders of public shares, whether acquired in SCH’s initial public offering or acquired in the secondary market;

•“public shares” are to the SCH Class A ordinary shares (including those that underlie the units) that were offered and sold by SCH in its initial public offering and registered pursuant to the IPO registration statement or the shares of SoFi Technologies common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

•“public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by SCH in its initial public offering and registered pursuant to the IPO registration statement or the redeemable warrants of SoFi Technologies issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

•“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;

•“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among SoFi Technologies, the Sponsor, certain former stockholders of SoFi, Jay Parikh, Jennifer Dulski, ChaChaCha SPAC 5, LLC and Hedosophia Group Limited;

•“RSU” are to restricted stock units;

•“Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002;

•“SCH” are to Social Capital Hedosophia Holdings Corp. V, prior to its domestication as a corporation in the State of Delaware;

•“SCH Class A ordinary shares” are to SCH’s Class A ordinary shares, par value $0.0001 per share;

•“SCH Class B ordinary shares” are to SCH’s Class B ordinary shares, par value $0.0001 per share;

•“SCH units” and “units” are to the units of SCH, each unit representing one SCH Class A ordinary share and one-fourth of one redeemable warrant to acquire one SCH Class A ordinary share, that were offered and sold by SCH in its initial public offering and registered pursuant to the IPO registration statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

•“SEC” are to the United States Securities and Exchange Commission;

•“Securities Act” are to the Securities Act of 1933, as amended;

•“Series 1 Agreement” are to the Amended and Restated Series 1 Preferred Stock Investors’ Agreement, dated as of January 7, 2021, with the Series 1 Holders and SCH;

•“Series 1 Registration Rights Agreement” are to the Registration Rights Agreement to be entered into at Closing, by and among SoFi Technologies and the Series 1 Holders;

•“Series 1 Holders” are to holders of the SoFi Technologies Series 1 Preferred Stock;

•“Shareholders’ Agreement” are to that certain Shareholders’ Agreement, to be entered into at Closing, by and among SoFi Technologies, the Sponsor and certain shareholders of SoFi;

•“SoFi Awards” are to SoFi Options and SoFi RSUs;

•“SoFi common stock” are to shares of SoFi voting common stock, par value $0.0000025 per share;

•“SoFi Options” are to options to purchase shares of SoFi common stock;

•“SoFi Series 1 Preferred Stock” are to shares of SoFi Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock;

•“SoFi Series H Preferred Stock” are to shares of SoFi Series H Preferred Stock;

•“SoFi Technologies” are to SCH after the Domestication and its name change from Social Capital Hedosophia Corp. V;

•“SoFi Technologies common stock” are to shares of SoFi Technologies voting common stock, par value $0.0001 per share;

•“SoFi Technologies Series 1 Preferred Stock” are to the shares of SoFi Technologies redeemable preferred stock that were designated in the Merger Agreement as the Series 1 Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock;

•“SoFi Technologies Options” are to options to purchase shares of SoFi Technologies common stock;

•“SoFi Technologies Restricted Stock” are to restricted shares of SoFi Technologies common stock;

•“SoFi Technologies RSUs” are to restricted stock units based on shares of SoFi Technologies common stock;

•“SoFi RSUs” are to restricted stock units based on shares of SoFi common stock;

•“SoFi Stadium” are to the LA Stadium and Entertainment District at Hollywood Park in Inglewood, California;

•“SoFi Stockholders” are to the stockholders of SoFi and holders of SoFi Awards prior to the Business Combination;

•“SPE” are to special-purpose entity;

•“Sponsor” are to SCH Sponsor V LLC, a Cayman Islands limited liability company;

•“Sponsor Related PIPE Investors” are to a PIPE Investor that are existing directors, officers or equity holders of the Sponsor and its affiliates (together with their permitted transferees);

•“Sponsor Support Agreement” are to that certain Support Agreement, dated January 7, 2021, by and among the Sponsor, SCH, each director of SCH and SoFi, as amended and modified from time to time;

•“Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated;

•“Third-Party PIPE Investment” are to any PIPE Investment made by a Third-Party PIPE Investor;

•“Third-Party PIPE Investment Amount” are to the aggregate gross purchase price received by SCH prior to or substantially concurrently with Closing for the shares in the Third-Party PIPE Investment;

•“Third-Party PIPE Investor” are to any PIPE Investor who is not a Sponsor Related PIPE Investor;

•“trust account” are to the trust account established at the consummation of SCH’s initial public offering at JP Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;

•“Trust Agreement” are to the Investment Management Trust Agreement, dated October 8, 2020, by and between SCH and Continental Stock Transfer & Trust Company, as trustee;

•“Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy SCH’s obligations to its shareholders (if any) that exercise their redemption rights;

•“VIEs” are to variable interest entities; and

•“warrants” are to the public warrants and the private placement warrants.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to SCH Class A ordinary shares, shares of SoFi Technologies common stock or warrants include such securities underlying the units.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations of Social Capital Hedosophia Holdings Corp. V, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strive”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When SCH discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, SCH’s management.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

•SCH’s ability to complete the Business Combination or, if SCH does not consummate such Business Combination, any other initial business combination;

•satisfaction or waiver (if applicable) of the conditions to the Merger, including, among other things:

•the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of SCH and SoFi, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and any other required regulatory approvals, (iv) receipt of approval for listing on the Nasdaq of shares of SoFi Technologies common stock to be issued in connection with the Merger (v) that SCH have at least $5,000,001 of net tangible assets upon Closing, (vi) the Minimum Cash Condition and (vii) the absence of any injunctions; and

•that the Trust Amount plus the PIPE Investment Amount actually received by SCH at or prior to the Closing Date, is at least equal to the Minimum Available Cash Amount;

•the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•the projected financial information, anticipated growth rate, and market opportunity of SoFi Technologies;

•the ability to obtain or maintain the listing of SoFi Technologies common stock and SoFi Technologies warrants on Nasdaq following the Business Combination;

•our public securities’ potential liquidity and trading;

•our ability to raise financing in the future;

•our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

•SCH officers and directors allocating their time to other businesses and potentially having conflicts of interest with SCH’s business or in approving the Business Combination;

•the use of proceeds not held in the trust account or available to SCH from interest income on the trust account balance;

•factors relating to the business, operations and financial performance of SoFi and its subsidiaries, including:

•the effect of uncertainties related to the global COVID-19 pandemic on its business, results of operations, and financial condition;

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•its ability to achieve and maintain profitability in the future;

•the impact of the regulatory environment and complexities with compliance related to such environment on SoFi;

•its ability to obtain a national bank charter;

•its ability to grow market share in existing markets or any new markets it may enter;

•its ability to respond to general economic conditions;

•its ability to manage its growth effectively and its expectations regarding the development and expansion of its business;

•its ability to access sources of capital, including debt financing and securitization funding to finance its real estate assets and other sources of capital to finance operations and growth;

•the success of SoFi’s marketing efforts and its ability to expand its member base;

•its ability to develop new products, features and functionality that are competitive and meet market needs;

•the ability of SoFi to maintain an effective system of internal controls over financial reporting; and

•its ability to retain and hire necessary employees and staff its operations appropriately; and

•other factors detailed under the section entitled “Risk Factors”.

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on SCH or SoFi. There can be no assurance that future developments affecting SCH or SoFi will be those that SCH or SoFi have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of SCH or SoFi, respectively) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section entitled “Risk Factors” beginning on page 33 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. SCH and SoFi undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any SCH shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect SCH or SoFi.

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF SCH

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to SCH’s shareholders. SCH urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at 12:00 P.M., Eastern Time, on May 27, 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast. To participate in the special meeting if it is held via live webcast, visit https://www.cstproxy.com/socialcapitalhedosophiaholdingsv/sm2021 and enter the 12 digit control number included on your proxy card. You may register for the meeting as early as 5:00 p.m., Eastern Time, on May 20, 2021. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement.

Q:Why am I receiving this proxy statement/prospectus?

A:SCH shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Business Combination. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into SoFi, with SoFi surviving the merger as a wholly owned subsidiary of SoFi Technologies, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section entitled “BCA Proposal” for more detail.

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

As a condition to the Merger, SCH will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which SCH’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, (1) each then issued and outstanding SCH Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of SoFi Technologies common stock; (2) each of the then issued and outstanding SCH Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of SoFi Technologies common stock; provided, however, that with respect to the SCH Class B ordinary shares held by Sponsor, in connection with the Domestication the Sponsor will instead receive upon the conversion of the SCH Class B ordinary shares held by it, a number of shares of SoFi Technologies common stock equal to (x) the number of SCH Class B ordinary shares held by it as of immediately prior to the Domestication minus (y) after giving effect to the Domestication, the number of shares of SoFi Technologies common stock underlying the Director RSU Award that were outstanding as of immediately prior to the Domestication; (3) each then issued and outstanding SCH warrant will convert automatically into a SoFi Technologies warrant, pursuant to the Warrant Agreement, dated as of October 8, 2020, between SCH and Continental Stock Transfer & Trust Company (the “Warrant Agreement”); and (4) each of the then issued and outstanding units of SCH that have not been previously separated into the underlying SCH Class A ordinary shares and underlying SCH warrants upon the request of the holder thereof, will be canceled and will entitle the holder thereof to one share of SoFi Technologies common stock and one-fourth of one SoFi Technologies warrant. See “Domestication Proposal” for additional information.

The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see “What amendments will be made to the current constitutional documents of SCH?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF SCH AND SOFI, CAREFULLY AND IN ITS ENTIRETY.

Q:What proposals are shareholders of SCH being asked to vote upon?

A:At the extraordinary general meeting, SCH is asking holders of ordinary shares to consider and vote upon:

•a proposal to approve by ordinary resolution and adopt the Merger Agreement;

•a proposal to approve by special resolution the Domestication;

•the following three separate proposals to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

•to authorize the change in the authorized capital stock of SCH from (i) 500,000,000 SCH Class A ordinary shares, 50,000,000 SCH Class B ordinary shares and 5,000,000 preferred shares, par value $0.0001 per share, to (ii) 3,000,000,000 shares of SoFi Technologies common stock, 100,000,000 shares of SoFi Technologies non-voting common stock, 100,000,000 shares of SoFi Technologies preferred stock, and 100,000,000 shares of SoFi Technologies redeemable preferred stock;

•to authorize the board of directors of SoFi Technologies (the “Board”) to issue any or all shares of SoFi Technologies preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Board and as may be permitted by the DGCL; and

•to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including, (1) changing the corporate name from “Social Capital Hedosophia Holdings Corp. V” to “SoFi Technologies, Inc.”, (2) making SoFi Technologies’ corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the Securities Act, (4) being subject to the provisions of Section 203 of DGCL and (5) removing certain provisions related to SCH’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which SCH’s board of directors believes is necessary to adequately address the needs of SoFi Technologies after the Business Combination;

•a proposal to approve by ordinary resolution the election of 12 directors, who, upon consummation of the Business Combination, will be the directors of SoFi Technologies;

•a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the NYSE, the issuance of (a) shares of SoFi Technologies common stock to the PIPE Investors, including the Sponsor Related PIPE Investors, pursuant to the PIPE Investment and (b) shares of SoFi Technologies common stock to the SoFi Stockholders pursuant to the Merger Agreement;

•a proposal to approve by ordinary resolution the 2021 Plan;

•a proposal to approve by ordinary resolution the Share Repurchase Agreement and the Repurchase; and

•a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

If SCH’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. See “BCA Proposal”, “Domestication Proposal”, “Organizational Documents Proposals”, “Director Election Proposal”, “Stock Issuance Proposal”, “Incentive Plan Proposal”, “Repurchase Proposal” and “Adjournment Proposal”.

SCH will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of SCH should read it carefully.

After careful consideration, SCH’s board of directors has determined that the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the Repurchase Proposal and the Adjournment Proposal are in the best interests of SCH and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

shareholders vote for the proposals. In addition, SCH’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of SCH’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:Are the proposals conditioned on one another?

A:Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Q:Why is SCH proposing the Business Combination?

A:SCH was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

SoFi is a financial services platform. They were founded in 2011 to offer an innovative approach to the private student loan market by providing student loan refinancing options. Since its founding, SoFi has expanded its lending strategy to offer home loans, personal loans, in-school loans and a credit card. They have also developed non-lending financial products, such as money management and investment product offerings, and leverage their financial services platform to empower other businesses as well. Their lending and financial services products are offered to their members. In addition, during 2020 they acquired Galileo, which primarily provides technology platform services to financial and non-financial institutions.

Based on its due diligence investigations of SoFi and the industry in which it operates, including the financial and other information provided by SoFi in the course of SCH’s due diligence investigations, the SCH board of directors believes that the Business Combination with SoFi is in the best interests of SCH and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “BCA Proposal — SCH’s Board of Directors’ Reasons for the Business Combination” for additional information.

Although SCH’s board of directors believes that the Business Combination with SoFi presents a unique business combination opportunity and is in the best interests of SCH and its shareholders, the board of directors did consider the following potentially material negative factors in arriving at that conclusion:

•SCH shareholders would be subject to the execution risks associated with SoFi Technologies if they retained their public shares following the Closing, which were different from the risks related to holding public shares of SCH prior to the Closing;

•risks associated with successful implementation of SoFi Technologies’ long-term business plan and strategy;

•risks associated with SoFi Technologies realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control such as new regulatory requirements or changes to existing regulatory requirements in the financial services industry; and

•the potential negative impact of the COVID-19 pandemic and related macroeconomic uncertainty.

These factors are discussed in greater detail in the section entitled “BCA Proposal — SCH’s Board of Directors' Reasons for the Business Combination”, as well as in the section entitled “Risk Factors”.

Q:What will SoFi Stockholders receive in return for SCH’s acquisition of all of the issued and outstanding equity interests of SoFi?

A:As a result of and upon the closing of the Merger (the “Closing”), among other things, each outstanding share of SoFi capital stock as of immediately prior to the effective time of the Merger, which will be converted into SoFi Technologies common stock based on the conversion ratio applicable to such share of SoFi capital stock, and, together with shares of SoFi common stock reserved in respect of SoFi

Awards (as defined below) outstanding as of immediately prior to the effective time of the Merger, which will be converted into SoFi Technologies awards based on SoFi Technologies common stock, will be canceled in exchange for the right to

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receive, or the reservation of, an aggregate of 657,000,000 shares of SoFi Technologies common stock or, as applicable, shares underlying awards based on SoFi Technologies common stock, representing a pre-transaction equity value of SoFi of $6.6 billion (the “Aggregate Merger Consideration”). The portion of the Aggregate Merger Consideration reserved for the conversion of the SoFi Awards is calculated using the treasury stock method so that all SoFi Technologies Options are deemed net-settled (although SoFi Technologies Options may by their terms be cash-settled, resulting in additional dilution). For further details, see “BCA Proposal — The Merger Agreement — Consideration — Aggregate Merger Consideration”.

Q:What is the value of the consideration to be received in the Merger?

A:The exact value of the consideration to be received by holders of equity interests of SoFi at the Closing will depend on the price of SCH ordinary shares as of such time, the Aggregate Fully Diluted Company Common Shares as of such time, and whether there are any adjustments to the Base Purchase Price, and will not be known with certainty until the Closing.

For informational purposes only, assuming (i) a Base Purchase Price of $6.57 billion, (ii) Aggregate Fully Diluted Company Common Shares as of Closing of 370,474,602 (and a resulting Base Exchange Ratio of approximately 1.7734) and (iii) a market price of SCH ordinary shares of $16.37 per share (based on the closing price of SCH ordinary shares on the NYSE on May 3, 2021), if the Closing had occurred on May 3, 2021, then, giving effect to the Domestication:

•each share of SoFi common stock would have been canceled and converted into the right to receive 1.7734 shares of SoFi Technologies common stock with an aggregate market value (based on the market price of SCH ordinary shares as of such date) of $29.03;

•each share of SoFi Series A Preferred Stock, SoFi Series B Preferred Stock, SoFi Series C Preferred Stock, SoFi Series D Preferred Stock, SoFi Series E Preferred Stock and SoFi Series H-1 Preferred Stock would have been canceled and converted into the right to receive 1.7734 shares of SoFi Technologies common stock with an aggregate market value (based on the market price of SCH ordinary shares as of such date) of $29.03;

•each share of SoFi Series F Preferred Stock would have been canceled and converted into the right to receive 1.9689 shares of SoFi Technologies common stock with an aggregate market value (based on the market price of SCH ordinary shares as of such date) of $32.23;

•each share of SoFi Series G Preferred Stock would have been canceled and converted into the right to receive 2.1446 shares of SoFi Technologies common stock with an aggregate market value (based on the market price of SCH ordinary shares as of such date) of $35.11;

•each share of SoFi Series H Preferred Stock (except for shares of Series H Preferred Stock held by Anthony Noto, our Chief Executive Officer) would have been canceled and converted into the right to receive 1.9264 shares of SoFi Technologies common stock with an aggregate market value (based on the market price of SCH ordinary shares as of such date) of $31.54;

•each share of SoFi Series 1 Preferred Stock would have been canceled and converted into the right to receive one fully paid and non-assessable share of SoFi Technologies Series 1 Preferred Stock; and

•each warrant to purchase shares of SoFi Series H Preferred Stock would no longer be exercisable for shares of SoFi Series H Preferred Stock but would instead, pursuant to the Amended and Restated Series H Preferred Stock Warrant Agreement, become exercisable for a number of shares of SoFi Technologies common stock equal to the product of (i) the number of shares of Series H Preferred Stock underlying such warrant immediately prior to the Closing multiplied by (ii) 1.7734.

We have provided the above calculations for informational purposes only based on the assumptions set forth above. The final exchange ratios will be determined at the Closing pursuant to the formula and terms set forth in the Merger Agreement. The Base Purchase Price, the Aggregate Fully Diluted Company Common Shares as of Closing, and the market price of SCH ordinary shares assumed for purposes of the foregoing illustration are each subject to change, and the actual values for such inputs at the time of the Closing could result in the Base Exchange Ratio, the exchange ratios for the SoFi Series F Preferred Stock, the SoFi Series G Preferred Stock and the SoFi Series H Preferred stock, and the value of the consideration to be received by holders of equity interests in SoFi being more or less than the amounts reflected above. We urge you to obtain current market quotations for SCH ordinary shares.

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The 80,500,000 shares of SoFi Technologies common stock into which the 80,500,000 SCH Class A ordinary shares collectively held by SCH’s public shareholders will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $1,318 million based upon the closing price of $16.37 per public share on the NYSE on May 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 12,125,000 SoFi Technologies warrants into which the 12,125,000 SCH public warrants will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $60.1 million based upon the closing price of $4.96 per public warrant on the NYSE on May 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Based on the above assumed prices, the aggregate value SCH public shareholders and SCH public warrant holders will receive in the Business Combination and related transactions is $1,378 million. The 20,025,000 shares of SoFi Technologies common stock into which the 20,125,000 SCH Class B ordinary shares collectively held by the Sponsor and Mr. Parikh, will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $327.8 million based upon the closing price of $16.37 per public share on the NYSE on May 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 8,000,000 SoFi Technologies warrants into which the 8,000,000 private placement warrants held by the Sponsor will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $39.7 million based upon the closing price of $4.96 per public warrant on the NYSE on May 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The Sponsor Related PIPE Investors have subscribed for $275,000,000 of the PIPE Investment, for which they will receive up to 27,500,000 shares of SoFi Technologies common stock, which, if unrestricted and freely tradable, would have had an aggregate market value of $450.2 million based upon the closing price of $16.37 per public share on the NYSE on May 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Based on the current price, the aggregate value Sponsor and related parties will receive with the Business Combination and related transactions is $817.7 million.

Q:What equity stake will current SCH shareholders and SoFi Stockholders hold in SoFi Technologies immediately after the consummation of the Business Combination?

A:As of the date of this proxy statement/prospectus, there are 100,625,000 ordinary shares issued and outstanding, which include the 20,125,000 founder shares held by the Sponsor (including SCH’s independent directors) and 80,500,000 public shares. As of the date of this proxy statement/prospectus, there are 28,125,000 warrants outstanding, which include the 8,000,000 private placement warrants held by the Sponsor and 20,125,000 public warrants. Each whole warrant entitles the holder thereof to purchase one SCH Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of SoFi Technologies common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the SCH fully diluted share capital would be 128,750,000 ordinary shares.

It is anticipated that, following the Business Combination and related transactions, (1) SCH public shareholders will own approximately 9.1% (or approximately 9.3% following settlement of the Director RSU Award and the Repurchase) of outstanding SoFi Technologies common stock, (2) SoFi Stockholders will own approximately 74.7% (or approximately 74.2% following settlement of the Director RSU Award and the Repurchase) of outstanding SoFi Technologies common stock, (3) the Sponsor and related parties (including the Sponsor Related PIPE Investors) will collectively own approximately 5.4% (or approximately 5.5% following settlement of the Director RSU Award and the Repurchase) of outstanding SoFi Technologies common stock, and (4) the Third Party PIPE Investors will own approximately 10.8% (or approximately 11.0% following settlement of the Director RSU Award and the Repurchase) of outstanding SoFi Technologies common stock. These percentages assume (i) that no SCH public shareholders exercise their redemption rights in connection with the Business Combination, (ii) the vesting and exercise of all SoFi Technologies Options for shares of SoFi Technologies common stock, (iii) the vesting of all SoFi Technologies RSU Awards and the issuance of shares of SoFi Technologies common stock in respect thereof, (iv) that SoFi Technologies issues shares of SoFi Technologies common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement, which in the aggregate equal approximately 657,000,000 shares of SoFi Technologies common stock (subject to increase as set forth in the Merger Agreement and assuming that all SoFi Technologies Options are net-settled), and (v) that SoFi Technologies issues 122,500,000 shares of SoFi Technologies common stock to the PIPE Investors pursuant to the PIPE Investment. The Director RSU Award will vest at the Closing but will not settle into shares of SoFi Technologies common stock until a date, selected by SoFi Technologies, that occurs between January 1 and December 31 of the year following the Closing. If the actual facts are different from these assumptions, the percentage ownership retained by SCH’s existing shareholders in the combined company will be different.

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The following table illustrates varying ownership levels in SoFi Technologies immediately following the consummation of the Business Combination based on the assumptions above.


	Share Ownership in SoFi Technologies
	Pre Director RSU Award Settlement and Repurchase
	No Redemptions				Redemptions (1)
	Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares
SoFi Stockholders	657,000,000	(2)	74.7	%	657,000,000	(2)	82.1	%
SCH’s public shareholders	80,500,000		9.1	%	—		—	%
Sponsor and related parties	47,625,000		5.4	%	47,625,000		6.0	%
Third Party PIPE Investors	95,000,000		10.8	%	95,000,000		11.9	%
Total	880,125,000		100.0	%	799,625,000		100.0	%

	Share Ownership in SoFi Technologies
	Post Director RSU Award Settlement and Repurchase
	No Redemptions				Redemptions(1)
	Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares
SoFi Stockholders	642,000,000	(2)	74.2	%	642,000,000	(2)	81.8	%
SCH’s public shareholders	80,500,000		9.3	%	—		—	%
Sponsor and related parties	47,725,000		5.5	%	47,725,000		6.1	%
Third Party PIPE Investors	95,000,000		11.0	%	95,000,000		12.1	%
Total	865,225,000		100.0	%	784,725,000		100.0	%

____________________

(1)Assumes additional redemptions of 80,500,000 Class A public shares of SCH in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of December 31, 2020.

(2)Includes 596,455,394 shares expected to be issued to existing SoFi common and preferred shareholders, 1,604,695 shares expected to be issued to SoFi warrant holders, 46,998,989 shares expected to be issued to SoFi RSUs and 11,940,922 shares of SoFi common stock underlying options that are included as part of consideration. All awards issued are assumed to be issued assuming treasury stock method.

For further details, see “BCA Proposal — The Merger Agreement — Consideration — Aggregate Merger Consideration”.

Q:What is the maximum number of shares that may be redeemed in order for SCH to satisfy the Minimum Cash Condition?

A:Assuming the PIPE Investment is completed, the Minimum Cash Condition will be met regardless of the level of redemptions by SCH’s public shareholders.

Q:What are the key terms of the SoFi Technologies Series 1 Preferred Stock pursuant to the Proposed Certificate of Incorporation?

A:The holders of SoFi Technologies Series 1 Preferred Stock are entitled to receive cumulative cash dividends at a fixed rate equal to 12.5% per annum prior to declaration or payment of any dividend (other than dividends payable in shares of capital stock junior to the SoFi Technologies Series 1 Preferred Stock) on any such more junior shares of capital stock. Such dividends will accumulate and compound (if applicable) regardless of whether SoFi Technologies has earnings, whether or not there are funds legally available for the payment of those dividends and whether or not those dividends are declared by the Board. On the fifth anniversary of May 29, 2019 and annually thereafter, the dividend rate will reset to a new fixed rate equal to six-month London Inter-Bank Offered Rate as in effect on the second London banking day prior to such date plus a spread of 9.9399% per annum.

Upon the occurrence of a dividend default, subject to certain conditions, the size of the Board will be increased by one, and Holders of the SoFi Technologies Series 1 Preferred Stock will have the right to appoint a director to fill the vacancy, which director will serve until certain conditions relating to payment of the cumulative dividends are met.

The shares of SoFi Technologies Series 1 Preferred Stock rank senior to all classes of SoFi Technologies common stock and existing and future series or classes of capital stock the terms of which do not expressly provide that it ranks senior to or pari passu with the SoFi Technologies Series 1 Preferred Stock, on parity with future series or classes of capital stock, the terms of which expressly provide that it ranks pari passu with the SoFi Technologies Series 1 Preferred Stock, and junior to all existing and future indebtedness of SoFi Technologies and any future series or class of capital stock the terms of which expressly provide that it ranks senior to the SoFi Technologies Series 1 Preferred Stock. The shares of SoFi Technologies Series 1 Preferred Stock are not convertible into any other securities of SoFi Technologies.

The SoFi Technologies Series 1 Preferred Stock has no stated maturity and will not be subject to any sinking fund or, except upon exercise of any put right as further described below, mandatory redemption. The SoFi Technologies Series 1 Preferred Stock is redeemable at SoFi Technologies’ option as follows: SoFi Technologies may at any time, but no more than three times, at its option, redeem the SoFi Technologies Series 1 Preferred Stock, in whole or in part (subject to a minimum redemption amount as more fully described in the Proposed Certificate of Incorporation), including, in some cases, subject to the payment of a redemption premium.

Holders of the SoFi Technologies Series 1 Preferred Stock have put rights pursuant to which they may require SoFi Technologies to purchase for cash some or all of the shares of the SoFi Technologies Series 1 Preferred Stock under certain circumstances, including in connection with a change of control, if a dividend default occurs and if a covenant default occurs and is not cured within the allowed time.

Each holder of the SoFi Technologies Series 1 Preferred Stock is entitled to vote on each matter submitted to a vote of holders of SoFi Technologies common stock and is entitled to one vote for each share of SoFi Technologies Series 1 Preferred Stock. The holders of voting common stock and SoFi Technologies Series 1 Preferred Stock vote together as a single class on all matters submitted to a vote of stockholders.

So long as any shares of SoFi Technologies Series 1 Preferred Stock remain outstanding, the affirmative vote or consent of the holders of at least a majority of the outstanding shares of SoFi Technologies Series 1 Preferred Stock is required for SoFi Technologies to amend, alter or repeal any provision of the Proposed Certificate of Incorporation or the Proposed Bylaws in a manner that materially adversely affects the holders of the SoFi Technologies Series 1 Preferred Stock.

The Proposed Certificate of Incorporation provides that dividends on the SoFi Technologies Series 1 Preferred Stock will include all accumulated and compounded (if applicable) and unpaid dividends on the SoFi redeemable preferred stock as of the closing of the Business Combination. Under SoFi’s certificate of incorporation, prior to May 29, 2024, the holders of SoFi redeemable preferred stock are entitled to receive cumulative cash dividends at a fixed rate equal to 12.5% per annum, payable semi-annually in arrears, for each outstanding share of SoFi redeemable preferred stock held by them. Dividends payable on the SoFi redeemable preferred stock accrue on a daily basis and are computed based on the actual number of days in a dividend period and a semiannual dividend period of 182.5 days. SoFi paid to the holders of SoFi redeemable preferred stock a dividend payment on December 31, 2020. The amount of accrued but unpaid dividends to which holders of SoFi Technologies Series 1 Preferred Stock will be entitled in respect of unpaid dividends on SoFi redeemable preferred stock as of the closing of the Business Combination will be equal, on a per share basis, to the product of (a) $6.25 and (b) (i) the number of days elapsed since the last SoFi redeemable preferred stock dividend payment date, divided by (ii) 182.5. Assuming, for illustrative purposes only, that the closing of the Business Combination were to occur on March 31, 2021, the most recent SoFi redeemable preferred stock dividend payment date would have been December 31, 2020 and the amount of accrued and unpaid dividends per share of SoFi redeemable preferred stock as of the closing of the Business Combination would be $3.08. The foregoing is for illustrative purposes only, and the actual amount of accrued and unpaid dividends per share of SoFi redeemable preferred stock on the date of the closing of the Business Combination will be calculated based on the actual date of the closing of the Business Combination.

Q:How has the announcement of the Business Combination affected the trading price of the SCH Class A ordinary shares?

A:On January 6, 2021, the trading date before the public announcement of the Business Combination, SCH’s public units, Class A ordinary shares and warrants closed at $12.76, $12.12 and $3.51, respectively. On May 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the Company’s public units, Class A ordinary shares and warrants closed at $17.59, $16.37 and $4.96, respectively.

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Q:Will the Company obtain new financing in connection with the Business Combination?

A:Yes. The PIPE Investors have agreed to purchase in the aggregate approximately 122,500,000 shares of SoFi Technologies common stock, for approximately $1,225 million of gross proceeds, in the PIPE Investment, $275 million of which is expected to be funded by the Sponsor Related PIPE Investors. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination. See “BCA Proposal — Related Agreements — PIPE Subscription Agreements”.

Q:Why is SCH proposing the Domestication?

A.Our board of directors believes that there are significant advantages to us that will arise as a result of a change of SCH’s domicile to Delaware. Further, SCH’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. SCH’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Company and its shareholders, including, the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication”.

To effect the Domestication, SCH will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SCH will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to the closing of the Merger under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

Q:What amendments will be made to the current constitutional documents of SCH?

A:The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, SCH’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace SCH’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:

Cayman Constitutional Documents

Proposed Organizational Documents

Authorized Shares (Organizational Documents Proposal A)

The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 SCH Class A ordinary shares, 50,000,000 SCH Class B ordinary shares and 5,000,000 preferred shares.

The Proposed Organizational Documents authorize 3,300,000,000 shares, consisting of 3,000,000,000 shares of SoFi Technologies voting common stock, 100,000,000 shares of SoFi Technologies non-voting common stock, 100,000,000 shares of SoFi Technologies preferred stock, and 100,000,000 shares of SoFi Technologies redeemable preferred stock.

See paragraph 5 of the Existing Memorandum.

See Article IV of the Proposed Certificate of Incorporation.

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Cayman Constitutional Documents

Proposed Organizational Documents

Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents Proposal B)

The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by SCH’s board of directors. Accordingly, SCH’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of SCH to carry out a conversion of SCH Class B ordinary shares on the Closing Date, as contemplated by the Existing Articles).

The Proposed Organizational Documents authorize the Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Board may determine.

See paragraph 5 of the Existing Memorandum and Articles 3 and 17 of the Existing Articles.

See Article V, subsection 2 of the Proposed Certificate of Incorporation.

Corporate Name (Organizational Documents Proposal C)

The Cayman Constitutional Documents provide the name of the company is “Social Capital Hedosophia Holdings Corp. V”

The Proposed Organizational Documents provide that the name of the corporation will be “SoFi Technologies, Inc.”

See paragraph 1 of the Existing Memorandum.

See Article I of the Proposed Certificate of Incorporation.

Perpetual Existence (Organizational Documents Proposal C)

The Cayman Constitutional Documents provide that if SCH does not consummate a business combination (as defined in the Cayman Constitutional Documents) by October 14, 2022, SCH will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate SCH’s trust account.

The Proposed Organizational Documents do not include any provisions relating to SoFi Technologies’ ongoing existence; the default under the DGCL will make SoFi Technologies’ existence perpetual.

See Article 49 of the Cayman Constitutional Documents.

Default rule under the DGCL.

Exclusive Forum (Organizational Documents Proposal C)

The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.

The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the Securities Act.

See Article IX of the Proposed Bylaws.

Takeovers by Interested Stockholders (Organizational Documents Proposal C)

The Cayman Constitutional Documents do not provide restrictions on takeovers of SCH by a related shareholder following a business combination.

The Proposed Organizational Documents do not opt out of Section 203 of the DGCL, and therefore, SoFi Technologies will be subject to Section 203 of the DGCL relating to takeovers by interested stockholders.

Default rule under the DGCL.

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Cayman Constitutional Documents

Proposed Organizational Documents

Provisions Related to Status as Blank Check Company (Organizational Documents Proposal C)

The Cayman Constitutional Documents include various provisions related to SCH’s status as a blank check company prior to the consummation of a business combination.

The Proposed Organizational Documents do not include such provisions related to SCH’s status as a blank check company, which no longer will apply upon consummation of the Merger, as SCH will cease to be a blank check company at such time.

See Article 49 of the Cayman Constitutional Documents.

Q:How will the Domestication affect my ordinary shares, warrants and units?

A:As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding SCH Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of SoFi Technologies common stock, (2) each of the then issued and outstanding SCH Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of SoFi Technologies common stock; provided, however, that with respect to the SCH Class B ordinary shares held by Sponsor, in connection with the Domestication the Sponsor will instead receive upon the conversion of the SCH Class B ordinary shares held by it, a number of shares of SoFi Technologies common stock equal to (x) the number of SCH Class B ordinary shares held by it as of immediately prior to the Domestication minus (y) after giving effect to the Domestication, the number of shares of SoFi Technologies common stock underlying the Director RSU Award; (3) each then issued and outstanding SCH warrant will convert automatically into a SoFi Technologies warrant, pursuant to the Warrant Agreement and (4) each of the then issued and outstanding units of SCH that have not been previously separated into the underlying SCH Class A ordinary shares and underlying SCH warrants upon the request of the holder thereof, will be canceled and will entitle the holder thereof to one share of SoFi Technologies common stock and one-fourth of one SoFi Technologies warrant. See “Domestication Proposal” for additional information.

Q:What are the U.S. federal income tax consequences of the Domestication?

A:As discussed more fully under “U.S. Federal Income Tax Considerations”, it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

•A U.S. Holder whose SCH Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of SCH’s earnings in income;

•A U.S. Holder whose SCH Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of SCH stock entitled to vote and less than 10% of the total value of all classes of SCH stock will generally recognize gain (but not loss) on the exchange of SCH Class A ordinary shares for SoFi Technologies common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its SCH Class A ordinary shares provided certain other requirements are satisfied; and

•A U.S. Holder who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of SCH stock entitled to vote or 10% or more of the total value of all classes of SCH stock will generally be required to include in income as a deemed dividend all earnings and profits amount attributable to its SCH Class A ordinary shares.

SCH does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations”, SCH believes that it is likely classified as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. In such case, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, would generally require a U.S. Holder to recognize gain on the exchange of SCH Class A ordinary shares or warrants for SoFi Technologies common stock or warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding

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receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — PFIC Considerations — D. QEF Election and Mark-to-Market Election” with respect to their SCH Class A ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to SCH warrants, and the application of the PFIC rules to SCH warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations”.

Each U.S. Holder of SCH Class A ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of SCH Class A ordinary shares and warrants for SoFi Technologies common stock and warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s SoFi Technologies common stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations”.

Q:Do I have redemption rights?

A:If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to all of the founder shares in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q:How do I exercise my redemption rights?

A:If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

(ii)submit a written request to Continental, SCH’s transfer agent, that SoFi Technologies redeem all or a portion of your public shares for cash; and

(iii)deliver your share certificates (if any) and any other redemption forms to Continental, SCH’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

The address of Continental, SCH’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, SCH’s transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of SCH’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the BCA Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the BCA Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time until the deadline for exercising redemption requests, after which such request may only be withdrawn if the board of directors of SCH determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). If you deliver your share certificates (if any) and any other redemption forms for redemption to Continental, SCH’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that SCH’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, SCH’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, SCH’s transfer agent, prior to the vote taken on the BCA Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s share certificates (if any) and any other redemption forms (either physically or electronically) to Continental, SCH’s agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the share certificates (if any) and any other redemption forms as described above, then, if the Business Combination is consummated, SoFi Technologies will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of SoFi Technologies common stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

Q:If I am a holder of units, can I exercise redemption rights with respect to my units?

A:No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, SCH’s transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to

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Continental, SCH’s transfer agent, by 5:00 p.m., Eastern Time, on May 25, 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

Q:What are the U.S. federal income tax consequences of exercising my redemption rights?

A:It is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its SoFi Technologies common stock will generally be treated as selling such SoFi Technologies common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of SoFi Technologies common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations”.

Additionally, because the Domestication will occur immediately prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations”.

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:What happens to the funds deposited in the trust account after consummation of the Business Combination?

A:Following the closing of SCH’s initial public offering, an amount equal to $805.0 million ($10.00 per unit) of the net proceeds from SCH’s initial public offering and the sale of the private placement warrants was placed in the trust account. As of December 31, 2020, funds in the trust account totaled $805.0 million and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of SCH’s obligation to redeem 100% of the public shares if it does not complete a business combination by October 14, 2022 and (3) the redemption of all of the public shares if SCH is unable to complete a business combination by October 14, 2022 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of SCH public shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of SoFi Technologies following the Business Combination. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination”.

Q:What happens if a substantial number of the public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?

A:Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

The Merger Agreement provides that the obligations of SoFi to consummate the Merger are conditioned on, among other things, that as of the Closing, the Trust Amount plus the PIPE Investment is at least equal to the Minimum Available Cash Amount. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, in no event will we redeem public shares in an amount that would cause SoFi Technologies’ net tangible assets (as determined in accordance with Rule 3a5 1-1 (g)(1) of the Exchange Act) to be less than $5,000,001.

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Q:What conditions must be satisfied to complete the Business Combination?

A:The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of SCH and SoFi, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) receipt of approval for listing on the Nasdaq of shares of SoFi Technologies common stock to be issued in connection with the Merger (v) that SCH have at least $5,000,001 of net tangible assets upon Closing, (vi) the Minimum Cash Condition and (vii) the absence of any injunctions.

For more information about conditions to the consummation of the Business Combination, see “BCA Proposal — The Merger Agreement”.

Q:When do you expect the Business Combination to be completed?

A:It is currently expected that the Business Combination will be consummated in the first quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to SCH shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by SCH’s shareholders at the extraordinary general meeting and SCH elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see “BCA Proposal — The Merger Agreement”.

Q:What happens if the Business Combination is not consummated?

A:SCH will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If SCH is not able to complete the Business Combination with SoFi by October 14, 2022 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, SCH will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Q:Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

A:Neither SCH’s shareholders nor SCH’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Q:What do I need to do now?

A:SCH urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. SCH’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:How do I vote?

A:If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name”, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related

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to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q:If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?

A:No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name”. If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non- discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote”. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q:When and where will the extraordinary general meeting be held?

A:The extraordinary general meeting will be held at 12:00 P.M., Eastern Time, on May 27, 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/socialcapitalhedosophiaholdingsv/sm2021, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Q:Who is entitled to vote at the extraordinary general meeting?

A:SCH has fixed April 29, 2021 as the record date for the extraordinary general meeting. If you were a shareholder of SCH at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

Q:How many votes do I have?

A:SCH shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 100,625,000 ordinary shares issued and outstanding, of which 80,500,000 were issued and outstanding public shares.

Q:What constitutes a quorum?

A:A quorum of SCH shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the record date for the extraordinary general meeting, 50,312,501 ordinary shares would be required to achieve a quorum.

Q:What vote is required to approve each proposal at the extraordinary general meeting?

A:The following votes are required for each proposal at the extraordinary general meeting:

(i)BCA Proposal: The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

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(ii)Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(iii)Organizational Documents Proposals: The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(iv)Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(v)Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(vi)Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(vii)Repurchase Proposal: The approval of the Repurchase Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

(viii)Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Q:What are the recommendations of SCH’s board of directors?

A:SCH’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of SCH’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Repurchase Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of SCH’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of SCH and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, SCH’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of SCH’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:How does the Sponsor intend to vote their shares?

A:Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote all the founder shares and any other public shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including SCH’s independent directors) owns 20.0% of the issued and outstanding ordinary shares.

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transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of SCH’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of SoFi or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the Repurchase Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposals, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) SCH’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.

Entering into any such arrangements may have a depressive effect on our ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. SCH will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:What happens if I sell my SCH ordinary shares before the extraordinary general meeting?

A:The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

Q:May I change my vote after I have mailed my signed proxy card?

A:Yes. Shareholders may send a later-dated, signed proxy card to SCH’s Secretary at SCH’s address set forth below so that it is received by SCH’s Secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on May 27, 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to SCH’s Secretary, which must be received by SCH’s Secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:What happens if I fail to take any action with respect to the extraordinary general meeting?

A:If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of SoFi Technologies. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of SCH. However, if you fail to vote with

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respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).

Q:What should I do with my share certificates, warrant certificates or unit certificates?

A:Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, SCH’s transfer agent, prior to the extraordinary general meeting.

Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.

Upon the Domestication, holders of SCH units, Class A ordinary shares, Class B ordinary shares and warrants will receive shares of SoFi Technologies common stock and warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, Class A ordinary shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Class B ordinary shares or warrants.

Q:What should I do if I receive more than one set of voting materials?

A:Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Q:Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A:SCH will pay the cost of soliciting proxies for the extraordinary general meeting. SCH has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting. SCH has agreed to pay Morrow a fee of $37,500, plus disbursements (to be paid with non- trust account funds). SCH will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of SCH Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of SCH Class A ordinary shares and in obtaining voting instructions from those owners. SCH’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:Where can I find the voting results of the extraordinary general meeting?

A:The preliminary voting results will be expected to be announced at the extraordinary general meeting. SCH will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q:Who can help answer my questions?

A:If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:

Morrow Sodali LLC

470 West Avenue, 3rd Floor

Stamford, Connecticut 06902

Individuals call toll-free: (800) 662-5200

Banks and Brokerage Firms, please call (203) 658-9400

Email: IPOE.info@investor.morrowsodali.com

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You also may obtain additional information about SCH from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference”. If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your share certificates (if any) and any other redemption forms to Continental, SCH’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on May 25, 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company 1 State Street, 30th floor

New York, NY 10004

Attention: Mark Zimkind

E-Mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “BCA Proposal — The Merger Agreement”.

Unless otherwise specified, all share calculations (i) assume no exercise of redemption rights by the public shareholders in connection with the Business Combination and (ii) do not include any shares issuable upon the exercise of the warrants.

The Parties to the Business Combination

SCH

Social Capital Hedosophia Holdings Corp. V is a blank check company incorporated on July 10, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. SCH has neither engaged in any operations nor generated any revenue to date. Based on SCH’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On October 14, 2020, SCH consummated the initial public offering of its units, with each unit consisting of one SCH Class A ordinary share and one-fourth of one public warrant. Simultaneously with the closing of the initial public offering, SCH completed the private sale of 8,000,000 private placement warrants to the Sponsor at a purchase price of $2.00 per private placement warrant, generating gross proceeds to SCH of $16.0 million. The private placement warrants are identical to the warrants sold as part of the units in SCH’s initial public offering except that, so long as they are held by the Sponsor or its permitted transferees, such warrants: (i) will not be redeemable by SCH (except in certain redemption scenarios when the price per SCH Class A ordinary share equals or exceeds $10.00 (as adjusted)); (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of SCH’s initial business combination (including the SCH Class A ordinary shares issuable upon exercise of the warrants); (iii) may be exercised by the holders on a cashless basis; and (iv) are entitled to registration rights (including the SCH Class A ordinary shares issuable upon exercise of the warrants).

Following the closing of SCH’s initial public offering, a total of $805.0 million ($10.00 per unit) of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the trust account. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. As of December 31, 2020, funds in the trust account totaled $805,017,218. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of SCH’s initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend SCH’s amended and restated memorandum and articles of association (a) to modify the substance or timing of SCH’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if SCH does not complete its initial business combination by October 14, 2022, or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of SCH’s public shares if SCH has not completed its initial business combination by October 14, 2022, subject to applicable law.

SCH’s principal executive office is located at 317 University Ave, Suite 200, Palo Alto, California, 94301. Its telephone number is (650) 521-9007. SCH’s corporate website address is www.SocialCapitalHedosophiaHoldings.com. SCH’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Merger Sub

Plutus Merger Sub Inc. (“Merger Sub”) is a Delaware corporation and a wholly owned subsidiary of SCH. The Merger Sub does not own any material assets or operate any business.

SoFi

SoFi is a Delaware corporation incorporated on April 26, 2011 to offer an innovative approach to the private student loan market by providing student loan refinancing options. SoFi has since developed into a financial services platform, having expanded its lending strategy to offer home loans and personal loans, and introduced non-lending financial products, such as money management and investment product offerings. Additionally, SoFi leverages its financial services platform to empower other businesses. Through strategic acquisitions made during the year ended December 31, 2020, SoFi expanded its investment product offerings into Hong Kong, and also now operates as a platform-as-a-service for a variety of financial service providers, providing the infrastructure to facilitate core customer-facing and back-end capabilities, such as account setup, account funding, direct deposit, authorizations and processing, payments functionality and check account balance features. SoFi’s principal executive office is located at 234 1st Street, San Francisco, California 94105. Its telephone number is (855) 456-7634.

Proposals to be Put to the Shareholders of SCH at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the extraordinary general meeting of SCH and certain transactions contemplated by the Merger Agreement. Each of the proposals below, except the Adjournment Proposal, is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

BCA Proposal

As discussed in this proxy statement/prospectus, SCH is asking its shareholders to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of January 7, 2021, as amended on March 16, 2021, by and among SCH, Merger Sub and SoFi, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of SCH to Delaware as described below, the merger of Merger Sub with and into SoFi (the “Merger”), with SoFi surviving the merger as a wholly owned subsidiary of SoFi Technologies, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “BCA Proposal — SCH’s Board of Directors’ Reasons for the Business Combination,” SCH’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for SCH’s initial public offering, including that the business of SoFi and its subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). For more information about the transactions contemplated by the Merger Agreement, see “BCA Proposal.”

Aggregate Merger Consideration

As a result of and upon the Closing, among other things, each outstanding share of SoFi capital stock as of immediately prior to the effective time of the Merger, which will be converted into SoFi Technologies common stock based on the conversion ratio applicable to such share of SoFi capital stock, and, together with shares of SoFi common stock reserved in respect of SoFi Awards (as defined below) outstanding as of immediately prior to the effective time of the Merger, which will be converted into SoFi Technologies awards based on SoFi Technologies common stock, will be canceled in exchange for the right to receive, or the reservation of, an aggregate of approximately 657,000,000 shares of SoFi Technologies common stock or, as applicable, shares underlying awards based on SoFi Technologies common stock, representing a pre-transaction equity value of SoFi of $6.6 billion (the “Aggregate Merger Consideration”). The portion of the Aggregate Merger Consideration reserved for the conversion of the SoFi Awards is calculated using the treasury stock method so that all SoFi Technologies Options are deemed net-settled (although SoFi Technologies Options may by their terms be cash-settled, resulting in additional dilution). The Aggregate Merger Consideration does not take into account certain additional issuances to SoFi management and employees pursuant to the 2021 Stock Option and Incentive Plan for SoFi Technologies, Inc. (the “2021 Plan”) and awards granted pursuant thereto. For further details, see “BCA Proposal — The Merger Agreement — Consideration — Aggregate Merger Consideration.”

Closing Conditions

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval by SCH’s shareholders of the Business Combination and related agreements and transactions, (ii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) the receipt of certain regulatory approvals (including, but not limited to, approval for listing on Nasdaq of the shares of SoFi Technologies common stock to be issued in connection with the Merger, (iv) that SoFi Technologies has at least $5,000,001 of net tangible assets upon Closing, (v) the Minimum Cash Condition and (vi) the absence of any injunctions.

Other conditions to SoFi’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Domestication has been completed, and (ii) the amount of cash available in the trust account, after deducting the amount required to satisfy SCH’s obligations to its shareholders (if any) that exercise their redemption rights pursuant to the Cayman Constitutional Documents but before the payment of any transaction expenses, and the PIPE Investment Amount, in the aggregate, is at least equal to $900.0 million (the “Minimum Available Cash Amount”).

If the Available Cash (the sum of the Trust Amount and PIPE Investment) is equal to or greater than the Minimum Available Cash Amount, then the Minimum Cash Condition will be deemed to have been satisfied. This condition is for the sole benefit of SoFi. If such condition is not met, and such condition is not or waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will SCH redeem public shares in an amount that would cause SoFi Technologies’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

For further details, see “BCA Proposal — The Merger Agreement.”

Domestication Proposal

As discussed in this proxy statement/prospectus, if the BCA Proposal is approved, then SCH will ask its shareholders to approve by special resolution the Domestication Proposal. Pursuant to the terms of the Merger Agreement, as a condition to closing the Business Combination, the board of directors of SCH has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved by SCH’s shareholders, will authorize a change of SCH’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while SCH is currently governed by the Cayman Islands Companies Act, upon the Domestication, SoFi Technologies will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law, as well as between the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, SCH encourages shareholders to carefully review the information in the section entitled “Comparison of Corporate Governance and Shareholder Rights”.

As a result of and upon the effective time of the Domestication, (i) each of the then issued and outstanding SCH Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of SoFi Technologies common stock, (ii) each of the then issued and outstanding SCH Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of SoFi Technologies common stock; provided, however, that with respect to the SCH Class B ordinary shares held by Sponsor, in connection with the Domestication the Sponsor will instead receive upon the conversion of the SCH Class B ordinary shares held by it, a number of shares of SoFi Technologies common stock equal to (x) the number of SCH Class B ordinary shares held by it as of immediately prior to the Domestication minus (y) after giving effect to the Domestication, the number of shares of SoFi Technologies common stock underlying the Director RSU Award (iii) each then issued and outstanding SCH warrant will convert automatically into a SoFi Technologies warrant, pursuant to the Warrant Agreement and (iv) each of the then issued and outstanding SCH units that have not been previously separated into the underlying SCH Class A ordinary shares and underlying SCH warrants upon the request of the holder thereof, will be canceled and will entitle the holder thereof to one share of SoFi Technologies common stock and one-fourth of one SoFi Technologies warrant.

For additional information, see “Domestication Proposal”.

Organizational Documents Proposals

If the BCA Proposal and the Domestication Proposal are approved, SCH will ask its shareholders to approve by special resolution three separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. SCH’s board has unanimously approved each of the Organizational Documents

Proposals and believes such proposals are necessary to adequately address the needs of SoFi Technologies after the Business Combination. Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.

(A)Organizational Documents Proposal A — to authorize the change in the authorized capital stock of SCH from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “SCH Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 5,000,000 preferred shares, par value $0.0001 per share (the “SCH preferred shares”), to 3,000,000,000 shares of common stock, par value $0.0001 per share, of SoFi Technologies (the “SoFi Technologies common stock”), 100,000,000 shares of non-voting common stock, par value $0.0001 per share, of SoFi Technologies, 100,000,000 shares of preferred stock, par value $0.0001 per share, of SoFi Technologies (the “SoFi Technologies preferred stock”) and 100,000,000 shares of redeemable preferred stock, par value $0.0000025 per share, of SoFi Technologies;

(B)Organizational Documents Proposal B — to authorize the board of directors of SoFi Technologies to issue any or all shares of SoFi Technologies preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by SoFi Technologies’ board of directors and as may be permitted by the DGCL;

and

(C)Organizational Documents Proposal C — to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex K and Annex L, respectively), including (i) changing the corporate name from “Social Capital Hedosophia Holdings Corp. V” to “SoFi Technologies, Inc.”, (ii) making SoFi Technologies’ corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the Securities Act, (iv) being subject to the provisions of Section 203 of DGCL and (v) removing certain provisions related to SCH’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which SCH’s board of directors believes is necessary to adequately address the needs of SoFi Technologies after the Business Combination.

The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and SCH encourages shareholders to carefully review the information set out in the section entitled “Organizational Documents Proposals” and the full text of the Proposed Organizational Documents of SoFi Technologies.

Director Election Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the Director Election Proposal. Upon the consummation of the Business Combination, the size of the board of directors of SoFi Technologies will be set at 13 directors, including the 12 director nominees to be considered and voted on pursuant to the Director Election Proposal and one vacancy, as further described elsewhere in this proxy statement/prospectus.

For additional information, see “Director Election Proposal”.

Stock Issuance Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal and the Incentive Plan Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal.

For additional information, see “Stock Issuance Proposal”.

Incentive Plan Proposal

Assuming the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the 2021 Plan, in order to comply with NYSE Listing Rule 312.03(a) and the Internal Revenue Code.

For additional information, see “Incentive Plan Proposal”.

Repurchase Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the Repurchase Proposal.

For additional information, see “Repurchase Proposal”.

Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize SCH to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), SCH’s board of directors may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.

For additional information, see “Adjournment Proposal”.

SCH’s Board of Directors’ Reasons for the Business Combination

SCH was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In evaluating the Business Combination, the SCH board of directors consulted with SCH’s management and considered a number of factors. In particular, the SCH board of directors considered, among other things, the following factors, although not weighted or in any order of significance:

•SoFi’s Large Addressable Market. The SCH board of directors believes that the financial services industry is ripe for disruption due to a number of factors. The combined market capitalization of the leading incumbents in the financial services sector is over $2 trillion, and the top 10 legacy banks hold approximately 50% of consumers’ over 500 million bank accounts (with the rest distributed across 4,700 FDIC incumbent banks). Technology disruptors continue to capture value from legacy incumbents in other industries, and the SCH board of directors believes that now is SoFi’s time in financial services as the only one-stop shop digital disruptor across financial services. With its holistic consumer finance offering, siloed structure built top down and first-generation payments technology, SoFi is uniquely positioned at the epicenter of digital revolution in financial services. Today, 50% of Americans use more than one bank for financial services, with approximately 80% of consumers polled citing a lack of integrated “one-stop shops” as the reason for having more than one bank account, and the SCH board of directors believes that SoFi is currently the only company providing this solution today in a single integrated digital platform.

•SoFi’s Superior Consumer Experience and Growing Membership. SoFi’s member-centric approach — and the convenient digital experience created by the full suite of financial products all in one app — powers an entire financial relationship with consumers, and the SCH board of directors believes that SoFi provides an efficient alternative to using multiple banks for different services. Adding to the consumer experience are SoFi’s other key points of differentiation. SoFi’s platform offers consumers a faster way to apply for and borrow money, open an account, buy or sell stock, deposit checks and access cash and pay friends and bills. SoFi has a broad array of products across member lifecycles and unique content to help its members “get your money right” via SoFi brands and partnerships with non-SoFi brands. The integrated digital experience created by SoFi’s “one-stop shop” platform has led to accelerating growth in unique members year over year, and the SCH board of directors believes that SoFi is on track to exceed 3 million members in 2021, up 75% after six consecutive quarters of accelerating year over year growth.

•SoFi’s Highly Attractive Business Model. SoFi’s member experience and full suite of products leverages the “financial services productivity loop” strategy, building relationships with consumers in the first product to drive success in the next. The SCH board of directors believes that if SoFi achieves a higher loan-to-value ratio and a lower customer acquisition cost, it would give SoFi a competitive advantage. The resulting extra profit can be invested in better prices (or rates, as applicable), and SoFi’s differentiating factors of speed, selection, content and convenience. The SCH board of directors believes that any extra profits may also be channeled towards developing new products, which are built to be better when used with existing products, further compounding SoFi’s competitive advantage. SoFi has recorded a net loss in the last three fiscal years of $(252.4) million, $(239.7) million and $(224.1) million in the years ended December 31, 2018, 2019 and 2020, respectively.

•SoFi’s Rapid Growth and Expansive Future Opportunities. The SCH board of directors believes that SoFi’s member-centric approach powers an entire financial relationship resulting in more products per member and SoFi’s technology and operations create advantages in the form of faster innovation, lower costs, more data an iterative testing, enabling a rapid and successful rollout of additional products. Since January 2019, SoFi has launched its Money, Relay, Invest, Home Loans, In-School Loans, and Credit Card products, with more to come. In addition to accelerating growth in unique members, the SCH board of directors believes that SoFi’s multi-product membership is on track to nearly double year over year. The SCH board of directors acknowledge that the foregoing should be weighed against SoFi’s historical financial performance, as noted above.

•Experienced and Proven Management Team. SoFi’s management team combines expertise in technology and financial services. SoFi’s management team is led by its Chief Executive Officer, Anthony Noto, former Chief Financial Officer, then Chief Operating Officer, of Twitter, and earlier a co-head of global technology, media and telecommunications (“TMT”) investment banking at Goldman Sachs & Co. LLC (“Goldman Sachs”). SoFi’s management team also includes former officers and managers of Amazon, Microsoft, Uber, Tesla, Zynga, Goldman Sachs, TPG Capital, JP Morgan, GSV Capital, Citibank, and Sallie Mae. Under their leadership, SoFi has transformed how people borrow, save, spend, invest, and protect their money to achieve financial independence and realize their financial ambitions. The SCH board of directors expects SoFi’s executives will continue with SoFi Technologies following the Business Combination. For additional information regarding SoFi Technologies’ executive officers, see the section entitled “Management of SoFi Technologies Following the Business Combination — Executive Officers.”

•Attractive Entry Valuation. SoFi Technologies will have an anticipated initial pre-transaction enterprise value of $6.6 billion (including the net proceeds from an equity raise consummated in December 2020, and the proceeds from the proposed transaction), implying a 12.6x multiple of 2025 projected net income. After the completion of the Business Combination, the majority of the net cash from SCH’s trust account is expected to be held on SoFi Technologies’ balance sheet to fund operations and support continued growth into new products and geographical markets.

For a more complete description of the SCH board of directors’ reasons for approving the Business Combination, including other factors and risks considered by the SCH board of directors, see the section entitled “BCA Proposal — SCH’s Board of Directors’ Reasons for the Business Combination.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “BCA Proposal — Related Agreements”.

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, SCH entered into a sponsor support agreement, with the Sponsor, each officer and director of SCH and SoFi, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (as amended on March 16, 2021, the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor and each director of SCH agreed, among other things, (i) to vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) not to redeem any shares of SCH common stock owned by them in connection with the transactions contemplated by the Merger Agreement, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement.

For additional information, see “BCA Proposal — Related Agreements — Sponsor Support Agreement”.

SoFi Holders Support Agreement

In connection with the execution of the Merger Agreement, SCH entered into a support agreement with SoFi and certain stockholders of SoFi, representing, in aggregate, 50.7% of the voting power of the outstanding SoFi capital stock, voting as a single class and on an as-converted basis, as of January 7, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “SoFi Holders Support Agreement”). Pursuant to SoFi Holders Support Agreement, such SoFi Stockholders agreed to, among other things, vote to adopt and approve, following the effectiveness of the Registration Statement, the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of SoFi Holders Support Agreement.

For additional information, see “BCA Proposal — Related Agreements — SoFi Holders Support Agreement”.

Shareholders’ Agreement

The Merger Agreement contemplates that, at the Closing, SoFi Technologies, the Sponsor and certain former stockholders of SoFi (the “SoFi Holders”) will enter into the Shareholders’ Agreement, pursuant to which (i) following the Closing, SoFi Technologies will enter into a share repurchase agreement with SoftBank Group Capital Limited (the “Share Repurchase Agreement”) committing SoFi Technologies to repurchase, in the aggregate, $150 million of shares of SoFi Technologies common stock owned by the SoftBank Investors (as defined in the Shareholders’ Agreement) at a price per share equal to $10.00. Following such repurchase, in the event the combined ownership of shares of SoFi Technologies common stock by the SoftBank Investors and Renren SF Holdings Inc., or their affiliates, exceeds 24.9% (or 14.9%, if the Board of Governors of the Federal Reserve System has provided written notice to SoFi Technologies that the SoftBank Investors, Renren SF Holdings Inc. and their respective affiliates, must own or control, collectively, 14.9% or less of the voting power of any class of voting securities of SoFi Technologies in order for any of the SoftBank Investors, Renren SF Holdings Inc. or their respective affiliates to not “control” SoFi Technologies (within the meaning of the Bank Holding Company Act of 1956, as amended)), the SoftBank Investors will convert a number of shares of SoFi Technologies common stock into non-voting common stock such that, the combined ownership of the SoftBank Investors, Renren SF Holdings Inc. and their affiliates will not exceed such threshold. Shares of SoFi Technologies non-voting common stock will automatically convert into SoFi Technologies voting common stock (i) as a result of transfers of shares of SoFi Technologies non-voting common stock (A) in which no transferee (or group of associated transferees) would receive two percent (2%) or more of the outstanding securities of any class of voting securities of SoFi Technologies, (B) to a transferee that would control more than fifty percent (50%) of every class of voting securities of SoFi Technologies without any such transfer, (C) to SoFi Technologies and (D) in a widespread public distribution, and (ii) in connection with any issuances of SoFi Technologies voting common stock, at the election of any SoftBank Investor, whereby SoFi Technologies non-voting common stock held by such SoftBank Investor may be converted into the same number of shares of SoFi Technologies voting common stock so long as such SoftBank Investor does not acquire a higher percentage of the outstanding SoFi Technologies voting common stock than such SoftBank Investor controlled immediately prior to such issuance. Based on the beneficial ownership of SoFi common stock by the SoftBank Investors, Renren SF Holdings Inc. and their affiliates as of December 31, 2020, and assuming (x) SoFi Technologies issues 684,503,581 shares of SoFi Technologies common stock in connection with the Business Combination and (y) SoFi Technologies repurchases 15 million shares of SoFi Technologies common stock owned by the SoFi Investors in the repurchase pursuant to the Share Repurchase Agreement, the expected beneficial ownership of shares of SoFi Technologies common stock by the SoftBank Investors, Renren SF Holdings Inc. and their affiliates immediately following the consummation of the Business Combination and the share repurchase described above would be 142,944,205 or 17.0% of the issued and outstanding shares of SoFi Technologies common stock.

The Shareholders’ Agreement further sets forth the following ongoing board designation rights following the consummation of the Business Combination:

•The Sponsor will be entitled to nominate (i) two (2) independent directors for so long as it and its affiliated funds own at least 50% of the SoFi Technologies common shares owned by them immediately following the Closing and (ii) one (1) independent director for so long as it and its affiliated funds own at least (x) 25% of the SoFi Technologies common shares owned by them immediately following the Closing or (y) 5% percent of the issued and outstanding shares of SoFi Technologies common stock, subject to certain replacement rights.

•The SoftBank Investors will be entitled to nominate (i) two (2) directors for so long as they own at least 50% of the SoFi Technologies common shares owned by them immediately following the Closing (less any shares repurchased as described above) and (ii) one (1) director for so long as they own at least (x) 25% of the SoFi Technologies common shares owned by them immediately following the Closing (less any repurchased shares) or (y) 5% of the issued and

outstanding shares of SoFi Technologies common stock, subject to certain replacement rights. The SoftBank Investors will also be entitled to nominate one (1) independent director for so long as they own at least 50% of the SoFi Technologies common shares owned by them immediately following the Closing, subject to certain restrictions and replacement rights. The SoftBank Investors’ ownership of SoFi Technologies non-voting common stock, if any, will count towards satisfying such ownership requirements.

•The Silver Lake Investors (as defined in the Shareholders’ Agreement) will be entitled to nominate one (1) director for so long as they own at least (i) 50% of the SoFi Technologies common shares owned by them immediately following the Closing (less any shares repurchased in certain qualifying repurchases) or (ii) 5% of the issued and outstanding shares of Common Stock, subject to certain replacement rights.

•The QIA Investors (as defined in the Shareholders’ Agreement) will be entitled to nominate one (1) director for so long as the they own at least (i) 50% of the SoFi Technologies common shares owned by them immediately following the Closing (less any shares repurchased in certain qualifying repurchases) or (ii) 5% of the issued and outstanding shares of SoFi Technologies common stock, subject to certain replacement rights.

•The Red Crow Investors (as defined in the Shareholders’ Agreement) will be entitled to nominate one (1) director for so long as the they own at least (i) 50% of the SoFi Technologies common shares owned by them immediately following the Closing or (ii) 5% of the issued and outstanding shares of SoFi Technologies common stock, subject to certain replacement rights. The Red Crow Investors will also be entitled to nominate one (1) independent director for so long as they own at least 50% of the SoFi Technologies common shares owned by them immediately following the Closing, subject to certain replacements rights.

Following the consummation of the Business Combination, the Shareholders’ Agreement also grants, subject to applicable law and qualification of the applicable designees as “independent” pursuant to the Nasdaq Listing Standards, the following designation rights with respect to committees of the SoFi Technologies Board of Directors:

•The SoftBank Investors shall be entitled to designate (i) one (1) member of each of two (2) standing committees of the SoFi Technologies Board of Directors (as determined by the SoftBank Investors) for so long as the SoftBank Investors are entitled to nominate two (2) directors to the SoFi Technologies Board of Directors and (ii) one (1) member of one (1) standing committee of the SoFi Technologies Board of Directors (as determined by the SoftBank Investors) for so long as the SoftBank Investors are entitled to nominate one (1) director to the SoFi Technologies Board of Directors. In addition, for so long as a director or the independent director nominated by the SoftBank Investors serves on the nominating and governance committee, the compensation committee or the audit committee, any such committee may not have fewer than four (4) members.

•The Red Crow Investors shall be entitled to designate (i) one (1) member of each of two (2) standing committees of the SoFi Technologies Board of Directors (as determined by the Red Crow Investors) for so long as the Red Crow Investors are entitled to nominate both a director and an independent director to the SoFi Technologies Board of Directors and (ii) one (1) member of one (1) standing committee of the SoFi Technologies Board of Directors (as determined by the Red Crow Investors) for so long as the Red Crow Investors are entitled to nominate either a director or an independent director to the SoFi Technologies Board of Directors.

•The Silver Lake Investors shall be entitled to designate one (1) member of one (1) standing committee of the SoFi Technologies Board of Directors (as determined by the Silver Lake Investors) for so long as the Silver Lake Investors are entitled to nominate a director to the SoFi Technologies Board of Directors.

In addition, pursuant to the Shareholders’ Agreement, if, as of the Closing, SoFi Technologies maintains an amount of available cash that exceeds one billion, two-hundred and fifty million dollars $(1,250,000,000) minus the aggregate amount of the net proceeds raised pursuant to that certain Common Stock Purchase Agreement, dated December 30, 2020, by and among SoFi and the investors specified therein, in the aggregate, and the Board of Directors approves the repurchase of SoFi Technologies common stock, then until the earlier of 180 days following the Closing and such time as the amount of such repurchases equals $250 million, SoFi Technologies will offer the Silver Lake Investors, the SoftBank Investors and the QIA Investors the right to sell to SoFi Technologies shares of SoFi Technologies common stock owned by the SoFi Holders at a price per share equal to $10.00.

For additional information, see “BCA Proposal — Related Agreements — Shareholders’ Agreement”.

Amended and Restated Series 1 Preferred Stock Investors’ Agreement

In connection with the execution of the Merger Agreement, SCH and the Series 1 Holders entered into an Amended and Restated Preferred Stock Investors’ Agreement (the “Series 1 Agreement”), dated as of January 7, 2021, a copy of which is attached to this proxy statement/prospectus as Annex H. The Series 1 Agreement amends and restates in its entirety the Series 1 Preferred Stock Investors’ Agreement, dated as of May 29, 2019, among SoFi and the Series 1 Holders (the “Original Series 1 Agreement”) and assigns all of SoFi’s rights, remedies, obligations and liabilities under the Original Series 1 Agreement to SCH. The Series 1 Agreement will become effective as of and subject to the Closing, except that it became effective as of January 7, 2021 with respect to the cash payment described in the next sentence. The Series 1 Agreement contains financial and other covenants, provides for certain information rights and provides for the cash payment to the Series 1 Holders, immediately upon the Closing, in full satisfaction of the special payment rights set forth in the Original Series 1 Agreement. Each holder of SoFi redeemable preferred stock will be entitled to receive, with respect to each share of SoFi redeemable preferred stock held by such holder as of immediately prior to the Closing, a cash payment equal to the product of (i) the amount (if positive, otherwise zero) by which $19.2952 (as may be adjusted pursuant to the Merger Agreement), exceeds the quotient obtained by dividing (x) the aggregate purchase price payable to SoFi and (y) the aggregate number of shares of SoFi common stock issued, in each case pursuant to the Common Stock Purchase Agreement, dated as of December 30, 2020, by and among the Company and the investors party thereto, multiplied by (ii) the number of shares of Series H Preferred Stock held by such holder as of immediately prior to the Closing. The Series 1 Agreement further provides that if the holders of a majority of the outstanding shares of Series 1 Preferred Stock shall be entitled to appoint a director designated by QIA to the Board of Directors of SoFi Technologies, as provided in the Proposed Certificate of Incorporation, then each Series 1 Investor shall vote such number of shares of Series 1 Preferred Stock as is necessary to ensure that the person designated by QIA is so elected, subject to certain restrictions.

For additional information, see “BCA Proposal — Related Agreements — Amended and Restated Series 1 Preferred Stock Investors’ Agreement”.

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, SoFi Technologies, the Sponsor, certain affiliates of the Sponsor and certain former stockholders of SoFi (the “SoFi Holders”) will enter into the Registration Rights Agreement, pursuant to which SoFi Technologies will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of SoFi Technologies common stock and other equity securities of SoFi Technologies that are held by the parties thereto from time to time. The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by SCH, the Sponsor and the other parties thereto in connection with SCH’s initial public offering.

For additional information, see “BCA Proposal — Related Agreements — Registration Rights Agreement”.

Series 1 Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, SoFi Technologies and the Series 1 Investors will enter into the Series 1 Registration Rights Agreement, pursuant to which SoFi Technologies will agree to register for resale, pursuant to Rule 415 under the Securities Act, the Series 1 Preferred Stock.

For additional information, see “BCA Proposal — Related Agreements — Series 1 Registration Rights Agreement”.

Lock-up Agreements

The Merger Agreement contemplates that, at the Closing, SoFi Technologies, the Sponsor, certain key holders of the Sponsor, and certain SoFi Holders, will agree to restrictions on transfer for up to 180 days, subject to the granting of early release, following the Closing with respect to the shares of SoFi Technologies common stock held by them immediately following the Closing. The Proposed Bylaws contemplate that the SoFi Stockholders will be subject to additional restrictions on transfer for a 30 day period following the Closing.

For additional information, see “BCA Proposal — Related Agreements — Lock up Agreements” and “Description of SoFi Technologies Securities”.

PIPE Subscription Agreements

In connection with the execution of the Merger Agreement, SCH entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 122,500,000 shares of SoFi Technologies common stock at $10.00 per share for an aggregate commitment amount of $1,225,000,000. The obligation of the parties to consummate the purchase and sale of the shares covered by the Subscription Agreement is conditioned upon (i) there not being in force any injunction or order enjoining or prohibiting the issuance and sale of the shares covered by the Subscription Agreement, (ii) there not being any amendment or modification of the terms of the Merger Agreement in a manner that is materially adverse to the PIPE Investor (in its capacity as such), (iii) a customary bringdown of the representations and warranties of the PIPE Investor and SCH in the Subscription Agreement and (iv) the prior or substantially concurrent consummation of the transactions contemplated by the Merger Agreement. The closings under the Subscription Agreements will occur prior to or substantially concurrently with the Closing.

For additional information, see “BCA Proposal — Related Agreements — PIPE Subscription Agreements”.

Ownership of SoFi Technologies following Business Combination

As of the date of this proxy statement/prospectus, there are 100,625,000 ordinary shares issued and outstanding, which include the 20,125,000 founder shares held by the Sponsor and related parties and 80,500,000 public shares. As of the date of this proxy statement/prospectus, there are 28,125,000 warrants outstanding, which include the 8,000,000 private placement warrants held by the Sponsor and 20,125,000 public warrants. Each whole warrant entitles the holder thereof to purchase one SCH Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of SoFi Technologies common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the SCH fully diluted share capital would be 128,750,000 ordinary shares.

It is anticipated that, following the Business Combination, (i) SCH’s public shareholders are expected to own approximately 9.1% (or 9.3% following settlement of the Director RSU Award and Repurchase) of outstanding SoFi Technologies common stock, (ii) SoFi Stockholders are expected to own approximately 74.7% (or 74.2% following settlement of the Director RSU Award and Repurchase) of outstanding SoFi Technologies common stock, (iii) the Sponsor and related parties (including the Sponsor Related PIPE Investors) are expected to collectively own approximately 5.4% (or 5.5% following settlement of the Director RSU Award and Repurchase) of outstanding SoFi Technologies common stock, and (iv) the Third Party PIPE Investors are expected to own approximately 10.8% (or 11.0% following settlement of the Director RSU Award and Repurchase) of outstanding SoFi Technologies common stock. These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination, (ii) the vesting and exercise of all SoFi Technologies Options for shares of SoFi Technologies common stock, (c) the vesting of all SoFi Technologies RSU Awards and the issuance of shares of SoFi Technologies common stock in respect thereof and (d) that SoFi Technologies issues shares of SoFi Technologies common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement, which in the aggregate equals approximately 657,000,000 shares (subject to increase as set forth in the Merger Agreement) of SoFi Technologies common stock (assuming that all SoFi Technologies Options are net-settled), and (iii) SoFi Technologies issues 122,500,000 shares of SoFi Technologies common stock to the PIPE Investors pursuant to the PIPE Investment. If the actual facts are different from these assumptions, the percentage ownership retained by SCH’s existing shareholders in the combined company will be different.

The following table illustrates varying ownership levels in SoFi Technologies immediately following the consummation of the Business Combination based on the assumptions above.


	Share Ownership in SoFi Technologies
	Pre Director RSU Award Settlement and Repurchase
	No Redemptions				Redemptions(1)
	Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares
SoFi Stockholders	657,000,000	(2)	74.7	%	657,000,000	(2)	82.1	%
SCH’s public shareholders	80,500,000		9.1	%	—		—	%
Sponsor and related parties	47,625,000		5.4	%	47,625,000		6.0	%
Third Party PIPE Investors	95,000,000		10.8	%	95,000,000		11.9	%
Total	880,125,000		100.0	%	799,625,000		100.0	%

	Share Ownership in SoFi Technologies
	Post Director RSU Award Settlement and Repurchase
	No Redemptions				Redemptions(1)
	Number of Shares		Percentage of Outstanding Shares		Number of Shares		Percentage of Outstanding Shares
SoFi Stockholders	642,000,000	(2)	74.2	%	642,000,000	(2)	81.8	%
SCH’s public shareholders	80,500,000		9.3	%	—		—	%
Sponsor and related parties	47,725,000		5.5	%	47,725,000		6.1	%
Third Party PIPE Investors	95,000,000		11.0	%	95,000,000		12.1	%
Total	865,225,000		100.0	%	784,725,000		100.0	%

___________________

(2)Includes 596,455,394 shares expected to be issued to existing SoFi common and preferred shareholders, 1,604,695 shares expected to be issued to SoFi warrant holders, 46,998,989 shares expected to be issued to SoFi RSUs (as defined herein), and 11,940,922 shares of SoFi common stock underlying options that are included as part of consideration. All awards issued are assumed to be issued assuming treasury stock method.

Organizational Structure

The following diagram depicts the organizational structure of SoFi and SoFi Technologies following the Business Combination.

The above diagram excludes certain consolidated and deconsolidated direct and indirect subsidiaries of Social Finance, Inc., including consolidated and deconsolidated securitization variable interest entities.

Date, Time and Place of Extraordinary General Meeting of SCH’s Shareholders

The extraordinary general meeting of the shareholders of SCH will be held at 12:00 p.m., Eastern Time, on May 27, 2021 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/socialcapitalhedosophiaholdingsv/sm2021, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.

Voting Power; Record Date

SCH shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on April 29, 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. SCH warrants do not have voting rights. As of the close of business on the record date, there were 100,625,000 ordinary shares issued and outstanding, of which 80,500,000 were issued and outstanding public shares.

Quorum and Vote of SCH Shareholders

A quorum of SCH shareholders is necessary to hold a valid meeting. A quorum will be present at the SCH extraordinary general meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. Abstentions and broker non- votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 50,312,501 ordinary shares would be required to achieve a quorum.

The Sponsor has agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including SCH’s independent directors) owns 20.0% of the issued and outstanding ordinary shares.

The proposals presented at the extraordinary general meeting require the following votes:

•BCA Proposal: The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•Organizational Documents Proposals: The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•Repurchase Proposal: The approval of the Repurchase Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a public shareholder may request of SCH that SoFi Technologies redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

•hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

•submit a written request to Continental Stock Transfer & Trust Company (“Continental”), SCH’s transfer agent, that SoFi Technologies redeem all or a portion of your public shares for cash; and

•deliver your share certificates (if any) and any other redemption forms to Continental, SCH’s transfer agent, physically or electronically through DTC.

If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, SCH’s transfer agent, SoFi Technologies will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of SoFi Technologies common stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of SCH — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each director of SCH have 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. As of the date of this proxy statement/prospectus, the Sponsor (including SCH’s independent directors) owns 20.0% of the issued and outstanding ordinary shares.

Holders of the warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Neither SCH shareholders nor SCH warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. SCH has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of SCH — Revoking Your Proxy”.

Interests of SCH’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of SCH’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and SCH’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of SCH shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•Prior to SCH’s initial public offering, the Sponsor purchased 2,875,000 SCH Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.01 per share. In September 2020, SCH effected a share capitalization resulting in the Sponsor holding an aggregate of 18,687,500 SCH Class B ordinary shares. Subsequent to the share capitalization, in September 2020, the Sponsor transferred 100,000 SCH Class B ordinary shares to Jay Parikh (an independent director of SCH and with the Sponsor, “SCH’s initial shareholders”). In October 2020, SCH effected a share capitalization resulting in SCH’s initial shareholders holding an aggregate of 20,125,000 SCH Class B ordinary shares, resulting in an effective purchase price per SCH Class B ordinary share of approximately $0.001. If SCH does not consummate a business combination by October 14, 2022 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 20,125,000 SCH Class B ordinary shares collectively owned by SCH’s initial shareholders would be worthless because following the redemption of the public shares, SCH would likely have few, if any, net assets and because the Sponsor and SCH’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any SCH Class A ordinary shares and SCH Class B ordinary shares held by it or them, as applicable, if SCH fails to complete a business combination within the required period. Additionally, in such event, the 8,000,000 private placement warrants purchased by the Sponsor simultaneously with the consummation of SCH’s initial public offering for an aggregate purchase price of $16 million, will also expire worthless. Certain of SCH’s directors and executive officers, including Chamath Palihapitiya and Ian Osborne, also have an economic interest in such private placement warrants and in the 20,025,000 SCH Class B ordinary shares owned by the Sponsor. The 20,025,000 shares of SoFi Technologies common stock into which the 20,125,000 SCH Class B ordinary shares collectively held by the Sponsor and Mr. Parikh, will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $327.8 million based upon the closing price of $16.37 per public share on the NYSE on May 3, 2021, the most recent practicable date prior to the date of this proxy statement/ prospectus. However, given that such shares of SoFi Technologies common stock will be subject to certain restrictions, including those described above, SCH believes such shares have less value. The 8,000,000 SoFi Technologies warrants into which the 8,000,000 private placement warrants held by the Sponsor will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $39.7 million based upon the closing price of $4.96 per public warrant on the NYSE on May 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.

•The Sponsor (including its representatives and affiliates) and SCH’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to SCH. For example, Mr. Palihapitiya and Mr. Osborne, each of whom serves as an officer and director of SCH and may be considered an affiliate of the Sponsor, have also recently incorporated Social Capital Hedosophia Holdings Corp. IV (“IPOD”) and Social Capital Hedosophia Holdings Corp. VI (“IPOF”), all of which are blank check companies incorporated as a Cayman Islands exempted companies for the purpose of effecting their respective initial business combinations. Mr. Palihapitiya is the Chief Executive Officer and Chairman of the Board of Directors of IPOD and IPOF,Mr. Osborne is the President and a director of IPOD and IPOF, and each of our other officers is also an officer of IPOD and IPOF and owe fiduciary duties under Cayman Islands Companies Act to IPOD and IPOF. The Sponsor and SCH’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to SCH completing its initial business combination. Moreover, certain of SCH’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. SCH’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to SCH, and the other entities to which they owe certain fiduciary or contractual duties, including IPOD and IPOF. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in SCH’s favor and such potential business opportunities may be presented to other entities prior to their presentation to SCH, subject to applicable fiduciary duties under Cayman Islands Companies Act. SCH’s Cayman Constitutional Documents provide that SCH renounces its interest in any corporate

opportunity offered to any director or officer of SCH unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of SCH and it is an opportunity that SCH is able to complete on a reasonable basis.

•SoFi (including its subsidiaries) may in the future serve as an underwriter for entities that are engaged in a similar business to SCH, including blank check companies sponsored by the Sponsor or affiliated with SCH’s directors and officers. SoFi would be paid customary fees and commissions.

•SCH’s existing directors and officers will be eligible for continued indemnification and continued coverage under SCH’s directors’ and officers’ liability insurance after the Merger and pursuant to the Merger Agreement.

•The Sponsor Related PIPE Investors have subscribed for $275,000,000 of the PIPE Investment, for which they will receive up to 27,500,000 shares of SoFi Technologies common stock. The 27,500,000 shares of SoFi Technologies common stock which the Sponsor Related PIPE Investors have subscribed for in the PIPE Investment, if unrestricted and freely tradable, would have had an aggregate market value of $450.2 million based upon the closing price of $16.37 per public share on the NYSE on May 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. See “Certain Relationships and Related Person Transactions — SCH — Subscription Agreements”.

•In the event that SCH fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, SCH will be required to provide for payment of claims of creditors that were not waived that may be brought against SCH within the ten years following such redemption. In order to protect the amounts held in SCH’s trust account, the Sponsor has agreed that it will be liable to SCH if and to the extent any claims by a third party (other than SCH’s independent auditors) for services rendered or products sold to SCH, or a prospective target business with which SCH has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of SCH’s initial public offering against certain liabilities, including liabilities under the Securities Act.

•In connection with SCH’s initial public offering, the underwriters of SCH’s initial public offering agreed to reimburse SCH for financial advisory services payable to Connaught (UK) Limited (“Connaught”) for amounts equal to (1) 10% of the non-deferred underwriting commission payable to the underwriter, of which $1,400,000 was paid to Connaught upon the closing of SCH’s initial public offering, and (2) 20% of the deferred underwriting commission payable to the underwriter, of which $5,635,000 will be paid to Connaught upon the closing of SCH’s initial business combination. Connaught is an affiliate of SCH, the Sponsor, Mr. Osborne and Mr. Williams.

•A party related to our Sponsor and certain of our officers and directors has advanced funds to us for working capital purposes, including $1.33 million as of January 22, 2021. These outstanding advances have been documented in a promissory note, dated as of January 11, 2021 (the “Promissory Note”), issued by SCH to the Sponsor, pursuant to which SCH may borrow up to $2.5 million from the Sponsor (including those amounts which are currently outstanding). The Promissory Note is non-interest bearing, unsecured and due and payable in full on the earlier of October 14, 2022 and the date SCH consummates its initial business combination. If we do not complete our initial business combination within the required period, we may use a portion of our working capital held outside the trust account to repay such advances and any other working capital advances made to us, but no proceeds held in the trust account would be used to repay such advances and any other working capital advances made to us, and such related party may not be able to recover the value it has loaned us and any other working capital advances it may make.

•SCH’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on SCH’s behalf, such as identifying and investigating possible business targets and business combinations. However, if SCH fails to consummate a business combination by October 14, 2022, they will not have any claim against the trust account for reimbursement. SCH’s officers and directors, and their affiliates, expect to incur (or guaranty) approximately $11 million of transaction expenses (excluding the deferred underwriting commissions being held in the trust account). Accordingly, SCH may not be able to reimburse these expenses if the Business Combination or another business combination, is not completed by such date.

•Pursuant to the Registration Rights Agreement, the Sponsor and the Sponsor Related PIPE Investors will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of SoFi Technologies common stock and warrants held by such parties following the consummation of the Business Combination.

•On November 13, 2020, SCH entered into a director restricted stock unit award agreement (the “Director RSU Award”), with Ms. Dulski, providing for the grant of 100,000 restricted stock units to Ms. Dulski, which grant is contingent on both the consummation of an initial business combination with SCH and a shareholder approved equity plan. The Director RSU Award will vest at the Closing but will not settle into shares of SoFi Technologies common stock until a date, selected by SoFi Technologies, that occurs between January 1 and December 31 of the year following the Closing. The 100,000 shares of SoFi Technologies common stock underlying the Director RSU, if unrestricted and freely tradable, would have had an aggregate market value of $1.6 million based upon the closing price of $16.37 per public share on the NYSE on May 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and all of SCH’s directors have 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. As of the date of this proxy statement/prospectus, the Sponsor (including SCH’s independent directors) owns 20.0% of the issued and outstanding ordinary shares of SCH.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of SoFi or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (ii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of SCH’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of SoFi or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (x) increase the likelihood of approving the Condition Precedent Proposals and (y) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.

Entering into any such arrangements may have a depressive effect on our common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. SCH will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Interests of SoFi’s Directors and Officers in the Business Combination

When you consider the recommendation of SCH’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that SoFi’s directors and executive officers may have interests in such proposal that are different from, or in addition to, those of SCH shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•Treatment of SoFi Equity Awards in the Business Combination. Under the Merger Agreement, all outstanding stock options and restricted stock units (“RSUs”) granted by SoFi prior to the Closing will be converted to awards for shares of SoFi Technologies common stock that will be subject to the same terms and conditions as were in effect prior to the Closing. See the section entitled “BCA Proposal — The Merger Agreement — Consideration — Treatment of SoFi Options and Restricted Stock Unit Awards ” for more information.

The amounts listed in the table below represent the number of stock options and/or RSUs to be held by each executive officer and director of SoFi immediately following consummation of the Business Combination. Stock options are stated as total outstanding stock options with the estimated intrinsic value of each executive officer’s and director’s stock options calculated as to the total outstanding stock options for each individual award multiplied by the difference between (i) the $10 fair value of SoFi common stock under the Merger Agreement and (ii) the stock option exercise price. Additionally, RSUs are stated as total outstanding RSUs with the estimated intrinsic value of each executive officer’s and director’s RSUs calculated as to the total outstanding RSUs multiplied by the $10 fair value of SoFi common stock as under the Merger Agreement.


Name(1)	Options	RSUs	Intrinsic Value
Anthony Noto	11,881,786	7,764,487	$	100,556,728
Christopher Lapointe	—	1,336,720	13,367,205
Michelle Gill	2,072,661	2,690,744	30,928,269
Micah Heavener	—	146,749	1,467,489
Robert Lavet	687,986	310,345	5,200,440
Jennifer Nuckles	—	996,492	9,964,917
Maria Renz	—	1,723,746	17,237,457
Assaf Ronen	—	842,850	8,428,496
Lauren Stafford Webb	—	287,291	2,872,909
Aaron J. Webster	—	687,193	6,871,929
Tom Hutton	569,753	43,544	5,385,806
Steven Freiberg	556,452	31,669	1,888,329
Clara Liang	309,850	—	1,139,881
Magdalena Yeşil	319,212	31,669	1,354,216

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(1)This table does not include the warrants and common shares disclosed in the beneficial ownership table, which securities will receive no extra or special benefit not shared on a pro rata basis by all other holders of the same class of securities. For further information, see the section entitled “Beneficial Ownership of Securities” below.

•Director Compensation. Following the Business Combination, the SoFi Technologies board of directors intends to adopt a non-employee director compensation practice (“Director Compensation Practice”). At the time of the filing of this prospectus, no amounts of compensation in any form have been determined for directors in connection with the Director Compensation Practice. We intend that the Director Compensation Practice will provide for compensation in the form of cash, equity or a combination of both. At the time of the filing of this prospectus/proxy statement, no amounts of compensation in any form have been determined for directors in connection with the Director Compensation Practice. For more information on the Director Compensation Practice we intend to adopt, see the section entitled “— Director Compensation” below.

•Anthony Noto, Ahmed Al-Hammadi and Michael Bingle. Messrs. Noto, holds, and Al-Hammadi and Bingle may be deemed to have, an indirect economic interest in the Business Combination pursuant to the Series 1 Agreement (as defined below). Under the terms of the Series 1 Agreement, upon consummation of the Business Combination, certain holders of Series 1 preferred stock, including Mr. Noto, an entity affiliated with Qatar Investment Authority, with

which Mr. Al-Hammadi, one of SoFi’s directors, is affiliated, and certain entities affiliated with Silver Lake, with which Mr. Bingle, one of SoFi’s directors, is affiliated, will be entitled to a cash payment in satisfaction of their special payment rights of $21.8 million, which is subject to adjustment in accordance with the Merger Agreement.

•Michel Combes and Carlos Medeiros. Under the terms of the Repurchase Agreement, SoFi Technologies will repurchase $150 million of shares of SoFi Technologies common stock owned by certain investors affiliated with SoftBank. Messrs. Combes and Medeiros, two of SoFi’s directors, have been nominated by, and are affiliated with, SoftBank and may be deemed to have an indirect economic interest in the Business Combination.

•Ahmed Al-Hammadi, Michel Combes, Carlos Medeiros and Michael Bingle. Each of Messrs. Al‑Hammadi, Combes, Medeiros and Bingle may be deemed to have an indirect economic interest in the Business Combination pursuant to the Shareholders’ Agreement (defined above). Under the terms of the Shareholders’ Agreement, if, as of the Closing, SoFi Technologies maintains an amount of available cash that exceeds a certain minimum threshold, and the Board of Directors approves the repurchase of SoFi Technologies common stock, then until the earlier of 180 days following the Closing and such time as the amount of such repurchases equals $250 million, SoFi Technologies will offer (i) certain entities affiliated with Silver Lake, with which Mr. Bingle, one of SoFi’s directors, is affiliated, (ii) certain entities affiliated with SoftBank, with which Messrs. Combes and Medeiros, two of SoFi’s directors, is affiliated, (iii) and an entity affiliated with Qatar Investment Authority, with which Mr. Al‑Hammadi, one of SoFi’s directors, is affiliated, the right to sell to SoFi Technologies shares of SoFi Technologies common stock owned by such entities at a price per share equal to $10.00, subject to the Shareholders’ Agreement.

•2021 Plan. Effective upon the completion of the Business Combination and in connection with the implementation of the 2021 Plan, we intend to grant awards to certain executive officers representing 3% of our outstanding capital stock following the Business Combination on an as converted basis. Specifically, we shall grant Mr. Noto restricted stock units that will be subject to performance-based vesting conditions. The remaining portion of such 3% pool to be awarded to executive officers, employees and consultants, other than Mr. Noto, cannot be determined at this time, however, they will be subject to the same performance vesting conditions as the Noto PSUs. All other future awards to executive officers, employees and consultants under the 2021 Plan are discretionary and cannot be determined at this time.

•Noto PSUs. The restricted stock units we intend to grant to Mr. Noto (“Noto PSUs”) will represent approximately 0.75% of our outstanding capital stock on an as converted basis. The Noto PSUs and the remaining awards to certain officers that shall comprise the 3% pool mentioned above shall vest, if at all, during the period commencing on the first anniversary of the Business Combination and ending on the fifth such anniversary, subject to the achievement of specified performance goals including (i) the volume-weighted average closing price of our stock attaining $25, $35 and $45 (“Target Hurdles”), over a 90-trading day period and (ii) if we become a bank holding company, maintaining certain minimum standards applicable to bank holding companies, subject to continued employment on the date of vesting. In the event of a Sale Event (as defined in the 2021 Plan), the Noto PSUs and awards to certain other officers may automatically vest subject to the satisfaction of the Target Hurdles by reference to the sale price, without regard to any other vesting conditions.

For more information relating to our 2021 Plan, see “ Incentive Plan Proposal” discussed below.

Recommendation to Shareholders of SCH

SCH’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of SCH’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Repurchase Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination or our extension proposal and (ii) that SoFi Technologies issues or, as applicable, reserves for issuance in respect of SoFi Awards outstanding as of immediately prior to the Closing that will be converted into awards based on SoFi Technologies common stock, an aggregate of 657,000,000 shares of SoFi Technologies common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement. If the actual facts are different from these assumptions, the below figures will be different.


Sources			Uses
($ in millions)
Cash and investments held in trust account(1)	$	805	Cash on balance sheet	$	1,307
PIPE Investment(2)	$	1,225	Payment of revolving credit facility	$	486
			Payment to SoFi preferred shareholders(3)	$	22
			Repurchase of common stock	$	150
			Transaction fees and expenses(4)	$	65
Total Sources	$	2,030	Total Uses	$	2,030

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(1)Calculated as of December 31, 2020.

(2)Shares issued in the PIPE Investment are at a deemed value of $10.00 per share.

(3)Payment is subject to adjustment in accordance with the Merger Agreement.

(4)Includes deferred underwriting commission of $28.2 million and estimated transaction expenses.

Initially, SoFi intended to use a portion of cash proceeds from the Business Combination at Closing to repay its seller note issued in connection with the acquisition of Galileo. During February 2021, SoFi paid off the seller note for a total payment of $269,864, consisting of outstanding principal of $250,000 and accrued interest of $19,864. The Company now expects to use a portion of the cash proceeds from the Business Combination at Closing to repay the outstanding revolving credit facility balance, which had an outstanding principal balance of $486,000 and accrued interest of $47 as of December 31, 2020.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, see “U.S. Federal Income Tax Considerations”.

Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of the company as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of SoFi Technologies immediately following the Domestication will be the same as those of SCH immediately prior to the Domestication.

The Business Combination

We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in ASC 805, SCH is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of SoFi issuing stock for the net assets of SCH, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of SoFi.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early

termination is granted. On January 22, 2021, SCH and SoFi filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination.

The Business Combination is also subject to (i) the decision of the Financial Industry Regulatory Authority, Inc. (“FINRA”) either (a) pursuant to a materiality consultation with FINRA, not objecting to the transactions contemplated by the Merger Agreement and the change of ownership of the broker-dealer subsidiary, or (b) as specified in FINRA Rule 1017, granting approval of the continuing membership application with respect to the transactions contemplated by the Merger Agreement and the change of ownership of SoFi’s broker-dealer subsidiary (the “FINRA Approval”) having been obtained or (ii) thirty (30) days having passed since the submission of a substantially complete continuing membership application, and FINRA having notified SoFi that it does not intend to impose a material membership restriction in connection with the FINRA Approval.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. SCH cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, SCH cannot assure you as to its result.

Neither SCH nor SoFi is aware of any material regulatory approvals or actions required by regulatory authorities for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act and the FINRA Approval. It is presently contemplated that if any such additional regulatory approvals or actions is required, such approvals or actions will be sought. There can be no assurance, however, that any approvals or actions, including any such additional approvals or actions will be obtained.

Emerging Growth Company

SCH is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in SCH’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. SCH has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, SCH, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of SCH’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of SCH’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (ii) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. We currently anticipate that we will lose our “emerging growth company” status as of the end of the year ended December 31, 2021 based on having issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Risk Factors

Unless the context otherwise requires, all references in this subsection to “we”, “us” or “our” refer to the business of SoFi.

In evaluating the proposals to be presented at the SCH extraordinary general meeting, shareholders should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors”. In particular, such risks include, but are not limited to, the following:

•We operate in a rapidly evolving industry, and have limited experience in our Financial Services and Technology Platform segments, which may make it difficult for us to successfully identify and address the risks and uncertainties we face.

•We have a history of losses and may not achieve profitability in the future.

•We have experienced rapid growth in in parts of our business in recent years, including through the addition of new lines of business, which may place significant demands on our resources.

•There is no assurance that our revenue and business model will be successful.

•Our results of operations and future prospects depend on our ability to retain existing, and attract new, members. We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results would be harmed.

•We are acquiring a national bank, which is subject to regulatory approvals and other closing conditions, and, if consummated, the acquisition will subject us to significant additional regulation.

•Our future growth depends significantly on our marketing efforts, and if our marketing efforts are not successful, our business and results of operations will be harmed.

•Legislative and regulatory policies and related actions in connection with student loans could have a material adverse effect on our student loan portfolios and future originations.

•Negative publicity could result in a decline in our member growth and impact our ability to compete for lending counterparties and corporate partners, and have a material adverse effect on our business, our brand and our results of operations.

•We sell a significant percentage of our loans to a concentrated number of whole loan purchasers and the loss of one or more significant purchasers could have a negative impact on our results.

•Our subsidiary, Galileo Financial Technologies, Inc. (“Galileo”), depends on a small number of customers, the loss or disruptions in operations of any of which could have a material adverse effect on its business and negatively impact our financial results and results of operations.

•Changes in business, economic, or political conditions could impact our business.

•An increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure (including fines and other penalties).

•COVID-19 pandemic related changes in debt collection practices can harm us by leading to higher losses and depress the prices we may obtain if we seek to sell loans.

•Demand for our products may decline if we do not continue to innovate or respond to evolving technological or other changes.

•Our financial condition and results of operations may be adversely impacted by the COVID-19 pandemic and legislative and regulatory responses to the COVID-19 pandemic and related economic uncertainty could have a material adverse effect on our loan portfolios.

•Worsening economic conditions may result in decreased demand for our products, cause our member default rates to increase and harm our results of operations.

•We rely on third parties and their systems to process transaction data and for settlement of funds on the SoFi Money and SoFi Credit Card products, and these third parties’ failure to perform these services adequately could materially and adversely affect our business.

•We may continue to expand operations abroad where we have limited operating experience and may be subject to increased business, economic and regulatory risks.

•If we do not make accurate credit and pricing decisions or effectively forecast our loss rates, our business and financial results will be harmed, and the harm could be material.

•If the information provided to us by members is incorrect or fraudulent, we may misjudge a member’s qualification to receive a loan and our results of operations may be harmed.

•We offer personal loans which have a limited performance history and therefore have only limited prepayment, loss and delinquency data on such loans on which to base projections.

•We service all of the personal loans that we originate and have limited loan servicing experience, and we rely on third parties to service our student loans, home loans and credit cards.

•Higher than expected payment speeds of loans could negatively impact our returns as the holder of the residual interests in securitization trusts holding student, personal and home loans.

•If one or more of our warehouse facilities, on which we are highly dependent, is terminated, we may be unable to find replacement financing on favorable terms, or at all.

•Increases in member default rates on loans could make us and our loans less attractive to whole loan buyers, lenders under debt warehouse facilities and investors in securitizations.

•We require substantial capital and, in the future, may require additional capital to pursue our business objectives and achieve recurring profitability. If adequate capital is not available to us, including due to the cost and availability of funding in the capital markets, our business, operating results and financial condition may be harmed.

•We are subject to extensive, complex and evolving laws, rules and regulations, which are interpreted and enforced by various federal, state and local government authorities.

•Our Lending segment is highly regulated, and if we fail to comply with federal and state consumer protection laws, rules, regulations and guidance, our business could be adversely affected.

•We may become subject to enforcement actions or litigation as a result of our failure to comply with laws and regulations even though noncompliance was inadvertent or unintentional.

•Changes in consumer finance and other applicable laws and regulations, as well as changes in enforcement policies and priorities, may negatively impact the management of our business, results of operations, ability to offer certain products or the terms and conditions upon which they are offered, and our ability to compete.

•We are subject to the risk that regulatory or enforcement agencies and/or consumer advocacy groups may assert that our business practices may violate certain rules, laws and regulations, including anti-discrimination statutes.

•Our Financial Services segment is subject to the regulatory framework applicable to investment management and broker-dealers, including regulation by the SEC and FINRA.

•The regulatory regime governing blockchain technologies and cryptocurrencies is uncertain, and new regulations or policies may alter our business practices with respect to cryptocurrency. There has recently been an increased regulatory and enforcement focus in this area.

•Failure to comply with anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to penalties and other adverse consequences.

•We have in the past, and continue to be, subject to inquiries, exams, pending investigations, or enforcement matters.

•Regulations relating to privacy, information security, and data protection could increase our costs, affect or limit how we collect and use personal information, and adversely affect our business opportunities.

•Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs, negative publicity, changes to our business model, and requirements resulting in increased expenses.

•If we fail to establish and maintain proper and effective internal control over financial reporting as a public company, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline.

•Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect our reported assets, liabilities, income, revenue or expenses.

•Our projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our projected revenues, expenses and profitability may differ materially from our expectations.

•Cyber-attacks and other security breaches could have an adverse effect on our business, harm our reputation and expose us to liability.

•Various disruptions or failures affecting our platform and/or systems or any third-party processor we utilize could result in slowdowns or wholesale failures to process and enable transactions on our platform, including collecting payments on loans and maintaining accurate accounts.

•We are subject to complex and stringent data protection and privacy laws and regulations. Any significant or high profile data privacy breach or violation of data privacy laws could result in the loss of business and reputation, litigation against us, liquidated and other damages, and regulatory investigations and penalties.

SELECTED HISTORICAL FINANCIAL INFORMATION OF SCH

The selected historical statement of operations data of SCH for the period from July 10, 2020 (date of inception) to December 31, 2020 and the selected balance sheet data as of December 31, 2020 are derived from SCH’s audited financial statements included elsewhere in this proxy statement/prospectus. In SCH’s management’s opinion, the audited financial statements include all adjustments necessary to state fairly SCH’s financial position as of December 31, 2020 and the results of operations for the period from July 10, 2020 (date of inception) to December 31, 2020.

SCH’s historical results are not necessarily indicative of the results that may be expected in the future and SCH’s results for the period from July 10, 2020 (date of inception) to December 31, 2020 are not necessarily indicative of the results that may be expected for any other period. The information below is only a summary and should be read in conjunction with the sections entitled “SCH’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About SCH” and the financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

SCH is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

BALANCE SHEET DATA


	As of December 31, 2020
ASSETS
Current assets
Cash	$	259,714
Prepaid expenses	801,063
Total Current Assets	1,060,777
Marketable securities held in Trust Account	805,017,218
TOTAL ASSETS	$	806,077,995
LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY
Current liabilities
Accrued offering costs	$	178,450
Advance from related party	5,000
Total Current Liabilities	183,450
Deferred underwriting fee payable	28,175,000
Warrant liabilities	99,281,250
TOTAL LIABILITIES	127,639,700
Temporary Equity
Class A ordinary shares subject to possible redemption, 67,342,389 shares at redemption value	673,438,294
Permanent Equity
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 13,157,611 shares issued and outstanding, (excluding 67,342,389 shares subject to possible redemption)	1,316
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 20,125,000 shares issued and outstanding	2,013
Additional paid-in capital	60,768,065
Accumulated deficit	(55,771,393)
Total Permanent Equity	5,000,001
TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY	$	806,077,995

STATEMENT OF OPERATIONS DATA


	For the period from July 10, 2020 (inception) to December 31, 2020
Formation and operational costs	$	663,611
Loss from operations	(663,611)

Other income (expense):
Interest earned on marketable securities held in Trust Account	17,218
Change in fair value of warrant liabilities	(55,125,000)
Other expense, net	(55,107,782)
Net loss	$	(55,771,393)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	72,920,468
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares	22,074,445
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(2.53)

SELECTED HISTORICAL FINANCIAL INFORMATION OF SOFI

The selected consolidated statements of operations data for each of the years ended December 31, 2020, 2019 and 2018 and the consolidated balance sheet data as of December 31, 2020 and 2019 were derived from SoFi’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected consolidated statements of operations data for each of the years ended December 31, 2017 and 2016 and the consolidated balance sheet data as of December 31, 2018, 2017 and 2016 were derived from SoFi’s audited consolidated financial statements that are not included in this proxy statement/prospectus. In the opinion of management, the selected historical financial information reflects all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial information set forth in these statements. SoFi’s historical results are not necessarily indicative of the results that may be expected for any future period.

The information below should be read in conjunction with SoFi’s consolidated financial statements and accompanying footnotes included elsewhere in this proxy statement/prospectus, as well as “Risk Factors — Business, Financial and Operational Risks” and “SoFi’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”.


	Year Ended December 31,
($ in thousands, except per share data)	2020(3)		2019		2018		2017		2016
Consolidated Statements of Operations Data(1):
Net interest income	$	177,931	$	329,834	$	259,064	$	266,220	$	136,731
Total noninterest income	387,601		112,825		10,335		240,488		141,392
Total net revenue	565,532		442,659		269,399		506,708		278,123
Total noninterest expense	894,053		682,258		522,756		456,625		265,592
Net income (loss)	(224,053)		(239,697)		(252,399)		49,772		12,233
Comprehensive income (loss)	(224,198)		(239,706)		(252,378)		49,746		12,226
Earnings (loss) per share – basic(2)	(7.49)		(7.00)		(7.19)		—		—
Earnings (loss) per share – diluted(2)	(7.49)		(7.00)		(7.19)		—		—

___________________

(1)SoFi’s Consolidated Statements of Operations Data reflects the adoption of certain accounting standards updates (“ASU”), for which not all historical periods were required to be updated based on the transition method selected. See Note 1 to the Notes to Consolidated Financial Statements included elsewhere in this proxy statement/prospectus under “Recently Adopted Accounting Standards” for a discussion of newly adopted ASUs and their impact on the consolidated financial statements.

(2)See Note 16 to SoFi’s Notes to Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for a description of the computation of basic and diluted earnings (loss) per share.

(3)See Note 2 to SoFi’s Notes to Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for information regarding two acquisitions during the year ended December 31, 2020, one of which was a material acquisition in accordance with ASC 805, Business Combinations, but was not a significant acquisition under Regulation S-X, Rule 3-05, Financial Statements of Businesses Acquired or to be Acquired.


($ in thousands)	As of December 31,
	2020(2)		2019		2018		2017		2016
Consolidated Balance Sheet Data(1):
Cash and cash equivalents	$	872,582	$	499,486	$	325,114	$	245,584	$	218,023
Restricted cash and restricted cash equivalents	450,846		190,720		211,889		235,165		144,745
Loans	4,879,303		5,387,958		7,211,989		8,754,825		6,606,189
Total assets	8,563,499		7,289,160		8,549,928		9,673,562		7,083,609
Debt	4,798,925		4,688,378		6,201,523		6,913,043		5,211,354
Total liabilities	5,509,928		5,188,491		6,727,796		7,642,879		5,678,860
Redeemable preferred stock(3)	3,173,686		2,439,731		1,890,554		1,890,554		1,409,888
Total permanent equity (deficit)	(120,115)		(339,062)		(68,422)		140,129		(5,139)

___________________

(1)SoFi’s Balance Sheet Data reflect the adoption of certain ASUs, for which not all historical periods were required to be updated based on the transition method selected. See Note 1 to SoFi’s Notes to Consolidated Financial Statements included elsewhere in this proxy statement/prospectus under “Recently Adopted Accounting Standards” for a discussion of newly adopted ASUs and their impact on the consolidated financial statements.

(2)See Note 2 to SoFi’s Notes to Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for information regarding two acquisitions during the year ended December 31, 2020, one of which was a material acquisition in accordance with ASC 805, but was not a significant acquisition under Regulation S-X, Rule 3-05, Financial Statements of Businesses Acquired or to be Acquired.

(3)Redeemable preferred stock is presented within temporary equity on the consolidated balance sheets. See Note 10 to SoFi’s Notes to Consolidated Financial Statements included elsewhere in this proxy statement/prospectus for more information on the SoFi preferred.

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(In Thousands, Except Share and Per Share Amounts)

The following selected unaudited pro forma condensed combined financial information has been derived from the unaudited pro forma condensed combined balance sheet as of December 31, 2020 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020, included in “Unaudited Pro Forma Condensed Combined Financial Information”.

The selected unaudited pro forma condensed combined financial information should be read in conjunction with the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of operations, and the accompanying notes. In addition, the unaudited condensed combined pro forma financial information was based on and should be read in conjunction with the historical financial statements of SCH and SoFi, including the accompanying notes, which are included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of SCH Class A ordinary shares:

•Assuming No Redemptions: This presentation assumes that no SCH shareholders exercise redemption rights with respect to their public shares.

•Assuming Maximum Redemptions: This presentation assumes that all SCH public shareholders exercise redemption rights with respect to their public shares. This scenario assumes that 80,500,000 public shares are redeemed for an aggregate redemption payment of approximately $805,017, including interest accrued on Trust account. The maximum redemption scenario is based on the Minimum Cash Condition, consisting of Trust Account funds and PIPE proceeds, of $900,000 to be contributed at Closing of the Business Combination.


	Historical				Pro forma
(in thousands, except per share data)	SCH		SoFi		No redemption scenario		Maximum redemption scenario
Statement of Operations Data – For the Year Ended December 31, 2020
Total net revenue	$	17	$	565,532	$	571,286	$	571,286
Total noninterest expense	55,788		894,053		951,121		951,121
Loss before income taxes	(55,771)		(328,521)		(379,835)		(379,835)
Net loss	(55,771)		(224,053)		(275,367)		(275,367)
Comprehensive loss	(55,771)		(224,198)		(275,512)		(275,512)
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	0.00		n/a		n/a		n/a
Basic and diluted net loss per share(1)	(2.53)		(7.49)		(0.34)		(0.38)

___________________

(1)Net loss per share is based on:

•SCH — weighted average number of shares of SCH Class A and Class B ordinary shares outstanding for the period from July 10, 2020 (date of inception) through December 31, 2020.

•SoFi — weighted average number of shares of SoFi common stock outstanding for the year ended December 31, 2020.

•Pro forma — number of shares of Class A ordinary shares of SoFi Technologies expected to be outstanding after the close of the Business Combination.


	Historical				Pro forma
(in thousands)	SCH		SoFi		No redemption scenario		Maximum redemption scenario
Balance Sheet Data – As of December 31, 2020
Total assets	$	806,078	$	8,563,499	$	9,868,776	$	9,063,759
Total liabilities	127,640		5,509,928		5,079,976		5,079,976
Class A ordinary shares, subject to possible redemption	673,438		—		—		—
Redeemable preferred stock	—		3,173,686		320,374		320,374
Total permanent equity (deficit)	5,000		(120,115)		4,468,426		3,663,409

COMPARATIVE PER SHARE DATA

(In Thousands, Except for Share and Per Share Amounts)

The following tables set forth:

•historical per share information of SCH for the period from July 10, 2020 (inception) through December 31, 2020;

•historical per share information of SoFi for the year ended December 31, 2020; and

•unaudited pro forma per share information of SoFi Technologies for the year ended December 31, 2020 after giving effect to the Business Combination, assuming two redemption scenarios as follows:

•Assuming No Redemptions: This presentation assumes that no SCH’s shareholders exercise redemption rights with respect to their public shares.

•Assuming Maximum Redemptions: This presentation assumes that all SCH’s public shareholders exercise redemption rights with respect to their public shares. This scenario assumes that 80,500,000 public shares are redeemed for an aggregate redemption payment of approximately $805,017, including interest accrued on Trust account. The maximum redemption scenario is based on the Minimum Cash Condition, consisting of Trust Account funds and PIPE proceeds, of $900,000 to be contributed at Closing of the Business Combination.

The pro forma book value information reflects the Business Combination as if it had occurred on December 31, 2020. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2020.

This information is only a summary and should be read in conjunction with the historical financial statements of SCH and SoFi and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of SCH and SoFi is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined net loss per share information below does not purport to represent the net loss per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of SCH and SoFi would have been had the companies been combined during the periods presented.


	Historical				Pro Forma				Equivalent Pro Forma(3)
	SCH		SoFi		No redemption scenario		Maximum redemption scenario		No redemption scenario		Maximum redemption scenario
As of December 31, 2020
Book Value per share(1)	$	0.15	$	(1.82)	$	5.55	$	5.06	$	9.85	$	8.97
For the Year Ended December 31, 2020
Net income per share, Class A ordinary shares subject to possible redemption – basic and diluted	$	0.00	n/a		n/a		n/a		n/a		n/a
Net loss per share – basic and diluted(2)	$	(2.53)	$	(7.49)	$	(0.34)	$	(0.38)	$	(0.61)	$	(0.67)

___________________

(1)Book value per share is calculated as:

•SCH — total permanent equity of SCH divided by SCH Class A and Class B ordinary shares outstanding as of December 31, 2020.

•SoFi — total permanent deficit of SoFi divided by SoFi common stock outstanding as of December 31, 2020.

•Pro forma — total permanent equity of SoFi Technologies divided by Class A ordinary shares of SoFi Technologies expected to be outstanding after the close of the Business Combination.

(2)Net loss per share is based on:

•SCH — weighted average number of shares of SCH Class A and Class B ordinary shares outstanding for the period from July 10, 2020 (date of inception) through December 31, 2020.

•SoFi — weighted average number of shares of SoFi common stock outstanding for the year ended December 31, 2020.

•Pro forma — number of shares of Class A ordinary shares of SoFi Technologies expected to be outstanding after the close of the Business Combination.

(3)The equivalent pro forma basic and diluted per share data is calculated by multiplying the pro forma per share data by the Base Exchange Ratio of 1.7734.

No cash dividends were declared on common stock during the periods presented.

MARKET PRICE AND DIVIDEND INFORMATION

SCH units, Class A ordinary shares and public warrants are currently listed on the New York Stock Exchange under the symbols “IPOE.U” and “IPOE” and “IPOE.WS”, respectively.

The most recent closing prices of the units, common stock and redeemable warrants as of January 7, 2021, the last trading day before announcement of the execution of the Merger Agreement, were $20.85, $19.14 and $6.03, respectively. As of April 29, 2021, the record date for the extraordinary general meeting, the most recent closing price for each unit, common stock and redeemable warrant was $18.69, $17.43 and $5.37, respectively.

Holders of the units, public shares and public warrants should obtain current market quotations for their securities. The market price of SCH’s securities could vary at any time before the Business Combination.

Holders

As of the date of this proxy statement/prospectus there was one holder of record of SCH Class A ordinary shares, two holders of record of SCH Class B ordinary shares, one holder of record of SCH units and two holders of SCH warrants.

Dividend Policy

SCH has not paid any cash dividends on its Class A ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of SoFi Technologies subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of SoFi Technologies’ board of directors. SCH’s board of directors is not currently contemplating and does not anticipate declaring stock dividends nor is it currently expected that the board of directors of SoFi Technologies will declare any dividends in the foreseeable future. Further, the ability of SoFi Technologies to declare dividends may be limited by the terms of financing or other agreements entered into by SoFi Technologies or its subsidiaries from time to time.

Price Range of SoFi’s Securities

Historical market price information regarding SoFi is not provided because there is no public market for SoFi’s securities. For information regarding SoFi’s liquidity and capital resources, see “SoFi’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements”, you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The risk factors described below disclose both material and other risks, and are not intended to be exhaustive and are not the only risks facing us. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods or are not identified because they are generally common to businesses.

Unless the context otherwise requires, all references in this subsection to “we”, “us” or “our” refer to the business of Social Finance, Inc. (“SoFi”) prior to Closing, which will be the business of SoFi Technologies and its subsidiaries following Closing. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of SoFi Technologies, in which event the market price of SoFi Technologies common stock could decline, and you could lose part or all of your investment.

Business, Financial and Operational Risks

We operate in a rapidly evolving industry, and have limited experience in our Financial Services and Technology Platform segments, which may make it difficult for us to successfully identify and address the risks and uncertainties we face.

We operate in a rapidly evolving industry, and have limited experience in our Financial Services and Technology Platform segments, which may make it difficult to evaluate our business and future prospects. In particular, we have limited experience offering cash management and investment services and technology solutions. We face numerous challenges to our success, including our ability to:

•increase or maintain the number, volume and types of, and add new features to, the loans we extend to our members as the market for loans evolves and as we face new and increasing competitive threats;

•increase the number of members utilizing non-lending SoFi products, and maintain and build on the loyalty of existing members by increasing their use of new or additional SoFi products;

•successfully maintain and enhance our diversified funding strategy, including through securitization financing from consolidated and nonconsolidated variable interest entities (“VIEs”), whole loan sales and debt warehouse facilities;

•further establish, diversify and refine our cash management, investment and brokerage offerings to meet evolving consumer needs and preferences;

•diversify our sources of revenue;

•favorably compete with other companies, including traditional and alternative technology-enabled lenders and broker dealers;

•introduce new products or other offerings to meet the needs of our existing and prospective members or to keep pace with competitive lending, cash management, investment and other developments;

•maintain or increase the effectiveness of our direct marketing, and other sales and marketing efforts;

•successfully navigate economic conditions and fluctuations in the credit markets;

•establish fraud prevention strategies that proactively identify threat vectors and mitigate losses;

•defend the SoFi platform from information security vulnerabilities, cyberattacks or malicious attacks;

•effectively manage the growth of our business;

•effectively manage our expenses;

•obtain debt or equity capital on attractive terms or at all;

•successfully continue to expand internationally;

•adequately respond to macroeconomic and other exogenous challenges, including the ongoing COVID-19 pandemic; and

•anticipate and react to changes in an evolving regulatory and political environment.

We may not be able to successfully address the risks and uncertainties we face, which could negatively impact our business, financial condition, results of operations, cash flows and future prospects.

We have a history of losses and may not achieve profitability in the future.

Our net losses were $224.1 million, $239.7 million and $252.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, we had a total permanent deficit of $120.1 million. We may continue to incur net losses in the future, and such losses may fluctuate significantly from quarter to quarter. We will need to generate and sustain significant revenues for our business generally, and achieve greater scale and generate greater operating cash flows from our Financial Services segment in particular, in future periods in order to achieve, maintain or increase our level of profitability. We intend to continue to invest in sales and marketing, technology and new products and services in order to enhance our brand recognition and our value proposition to our members, and these additional costs will create further challenges to generating near term profitability. We also expect general and administrative expenses to increase to meet the increased compliance and other requirements associated with operating as a public company and evolving regulatory requirements. In addition, we are acquiring a national bank charter and operating a bank may significantly increase our compliance costs. See — “We are acquiring a national bank, which is subject to regulatory approvals and other closing conditions, and, if consummated, the acquisition will subject us to significant additional regulation”.

Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue sufficiently to offset our higher operating expenses. We may continue to incur losses and not achieve future profitability or, if achieved, be unable to maintain such profitability, due to a number of reasons, including the risks described in this proxy statement/prospectus, unforeseen expenses, difficulties, complications and delays, and other unknown events.

We have experienced rapid growth in recent years, including through the addition of new lines of business, which may place significant demands on our operational, risk management, sales and marketing, technology, compliance, and finance and accounting resources.

Our rapid growth in certain areas of our business in recent years, primarily within our Financial Services and Technology segments, has placed significant demands on our operational, risk management, sales and marketing, technology, compliance, and finance and accounting infrastructure, and has resulted in increased expenses, a trend that we expect to continue as our business is growing. In addition, we are required to continuously develop and adapt our systems and infrastructure in response to the increasing sophistication of the consumer financial services market, evolving fraud and information security landscape, and regulatory developments relating to existing and projected business activities. Our future growth will depend, among other things, on our ability to maintain an operating platform and management system apt to address such growth, and will require us to incur significant additional expenses, expand our workforce and commit additional senior management and operational resources. We may not be able to manage supporting and expanding our operations effectively, and any failure to do so would adversely affect our ability to increase the scale of our business, generate projected revenue and control expenses.

There is no assurance that our revenue and business model will be successful.

We are continually refining our revenue and business model, which is premised on creating a virtuous cycle for our members to engage in more products across the SoFi platform, a strategy we refer to as the Financial Services Productivity Loop. There is no assurance that these efforts will be successful or that we will generate revenues commensurate with our efforts and expectations, or become profitable. We may be forced to make significant changes to our revenue and business model to compete with our competitors’ offerings, and even if such changes are undertaken, there is no guarantee that they will be successful. Additionally, we will likely be required to hire, train and integrate qualified personnel to meet and further our business objectives, and our ability to successfully do so is uncertain.

Our results of operations and future prospects depend on our ability to retain existing, and attract new, members. We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.

We refer to our customers as “members”. We define a member as someone who has a lending relationship with us via origination or servicing, opened a financial services account, linked an external account to our platform, or signed up for our credit score monitoring service. We operate in a rapidly changing and highly competitive industry, and our results of operations and future prospects depend on, among others:

•the continued growth of our member base,

•our ability to monetize our member base, including through the use of additional products by our existing members,

•our ability to acquire members at a lower cost, and

•our ability to increase the overall value to us of each of our members while they remain on our platform (which we refer to as a member’s lifetime value).

We expect our competition to continue to increase, as there are generally no substantial barriers to entry to the markets we serve. In addition to established enterprises, we may also face competition from early-stage companies attempting to capitalize on the same, or similar, opportunities as we are. Some of our current and potential competitors have longer operating histories, particularly with respect to our financial services products, significantly greater financial, technical, marketing and other resources and a larger customer base than we do. This allows them, among others, to potentially offer more competitive pricing or other terms or features, a broader range of financial products, or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in member preferences. Our existing or future competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. This could attract new members away from our services and reduce our market share in the future. Additionally, when new competitors seek to enter our markets, or when existing market participants seek to increase their market share, these competitors sometimes undercut, or otherwise exert pressure on, the pricing terms prevalent in that market, which could adversely affect our market share and/or ability to capitalize on new market opportunities.

We currently compete at multiple levels with a variety of competitors, including:

•other personal loan, student loan refinancing, in-school student loan and home loan lenders, including traditional banks, as well as credit card issuers, that can offer more competitive interest rates or terms;

•traditional banks and other non-bank financial institutions for cash management accounts like SoFi Money;

•other brokerage firms, including online or mobile platforms, for investment accounts in SoFi Invest;

•other technology platforms for the enterprise services we provide, such as technology platform services via our subsidiary, Galileo Financial Technologies, LLC (“Galileo”);

•for subscribers to our financial services content, including content from alternative providers available to our subscribers through SoFi’s Lantern service, which is an independent financial services aggregator providing marketplace lending products, and various enterprise partnerships; and

•other financial services firms offering leading employers a comprehensive platform for employees to build financial well-being through student loan and 529 educational plan contributions, educational tools, and financial resources, all of which we provide through SoFi at Work.

We compete with traditional banks for many of the services we offer in our Financial Services segment. Because we do not currently control a bank or a bank holding company, we are subject to regulation by a variety of state and federal regulators across our products and services and we rely on third-party banks to provide banking services to our members. This regulation by federal, state and local authorities increases our compliance costs, particularly for our lending business, as we navigate multiple regimes with different examination schedules and processes, varying disclosure requirements, and at times conflicting consumer protection laws. In addition, our ability to compete may be hampered in certain states where the amount of interest we are permitted to charge consumers is capped and we are consequently unable to make loans to all the consumers that we

believe may be qualified but to whom we cannot offer the appropriate risk-adjusted margin. See “Information About SoFi — Government Regulation — Bank Acquisition” and “SoFi’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Overview” for a summary of the additional measures required in our efforts to acquire a national bank.

We believe that our ability to compete depends upon many factors both within and beyond our control, including, among others, the following:

•the size, diversity and activity levels of our member base;

•our ability to introduce successful new products or services;

•the timing and market acceptance of products and services, including developments and enhancements to those products and services, offered by us and our competitors;

•member service and support efforts;

•selling and marketing efforts;

•the ease of use, performance, price and reliability of solutions developed either by us or our competitors;

•changes in economic conditions, regulatory and policy developments;

•our ability to successfully acquire a national bank subsidiary;

•our ability to successfully execute on the Financial Services Productivity Loop and our other business plans;

•general credit markets conditions and their impact on our liquidity and ability to access funding;

•the ongoing impact of the COVID-19 pandemic on the lending and financial services markets we serve; and

•our brand strength relative to our competitors.

Our current and future business prospects demand that we act to meet these competitive challenges but, in doing so, our net revenue and results of operations could be adversely affected if we, for example, increase marketing expenditures or make other expenditures. Competitive pressures could also result in us reducing the annual percentage rate on the loans we originate, incurring higher member acquisition costs and could make it more difficult for us to grow our loan originations in both number of loans and volume for new as well as existing members. All of the foregoing factors and events could adversely affect our business, financial condition, results of operations, cash flows and future prospects.

We are acquiring a national bank, which is subject to regulatory approvals and other closing conditions, and, if consummated, the acquisition will subject us to significant additional regulation.

We believe a national bank charter will improve our capital efficiency, provide funding resilience and regulatory clarity, and generate improved margins. In March 2021, we entered into an agreement to acquire Golden Pacific Bancorp, Inc., a bank holding company, and its wholly-owned subsidiary, Golden Pacific Bank, National Association, a national bank. The acquisition is subject to approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Office of the Comptroller of the Currency (the “OCC”) under the Bank Holding Company Act and the National Bank Act, respectively, as well as other customary closing conditions, all of which we anticipate can be completed by the end of 2021. Our ability to obtain the requisite approvals for the acquisition depends on the bank regulators’ views as to our capital levels, quality of management, and overall condition, in addition to their assessment of a variety of other factors, including our compliance with law. In that vein, we have been developing a financial and bank capitalization plan and may need to enhance our governance, compliance, controls and management infrastructure and capabilities in order to be compliant with all applicable regulations and operate to the satisfaction of the banking regulators, which may require substantial time, monetary and human resource commitments. If we are not successful in developing a financial and bank capitalization plan or enhancing, as needed, our governance, compliance, controls and management infrastructure and capabilities, our ability to obtain a national bank charter may be jeopardized.

Ultimately, if we are unable to obtain a national bank charter due to a failure to obtain the necessary regulatory approvals for the acquisition of Golden Pacific Bancorp, Inc. and its national bank subsidiary, Golden Pacific Bank, National Association, then our ability to improve our capital efficiency, funding resilience, margins, and our stock price, may be adversely affected. Our stock price may also decline to the extent that the current market price reflects a market assumption that we would obtain a national bank charter. In addition, we will have spent substantial time and resources, and would recognize substantial expenses in connection with the negotiation and documentation of a bank acquisition without realizing the expected benefits of obtaining a bank charter. Without a national bank charter, we would be required to continue to maintain state-specific licenses for certain of our consumer loans and financial services products.

Further, if the acquisition successfully closes and we do obtain a national bank charter through our ownership of Golden Pacific Bank, National Association, we will become subject to regulation, supervision and examination by the Federal Reserve as well as other federal bank regulators. See “Information About SoFi — Government Regulation — Bank Formation or Acquisition”. Our efforts to comply with such additional regulation may require substantial time, monetary and human resource commitments. If any new regulations or interpretations of existing regulations to which we are subject impose requirements on us that are impractical or that we cannot satisfy, our financial performance, and our stock price, may be adversely affected.

Additionally, should we successfully acquire a national bank charter through our ownership of Golden Pacific Bank, National Association or otherwise, certain of our stockholders may need to comply with applicable federal banking statutes and regulations, including the Change in Bank Control Act and the Bank Holding Company Act. Specifically, stockholders holding 10.0% or more of our voting interests may be required to provide certain information and/or commitments on a confidential basis to, among other regulators, the Federal Reserve. This requirement may deter certain existing or potential stockholders from purchasing shares of SoFi Technologies’ common stock, which may suppress demand for the stock and cause the price to decline.

Our future growth depends significantly on our marketing efforts, and if our marketing efforts are not successful, our business and results of operations will be harmed.

We have dedicated and intend to continue to dedicate significant resources to marketing efforts. Our ability to attract members depends in large part on the success of these marketing efforts and the success of the marketing channels we use to promote our products. Our marketing channels include, but are not limited to, social media, traditional media such as the press, online affiliations, search engine optimization, search engine marketing, offline partnerships, preapproved direct mailings and television advertising.

While our goal remains to increase the strength, recognition and trust in the SoFi brand by increasing our member base and expanding our products and services, if any of our current marketing channels becomes less effective, if we are unable to continue to use any of these channels, if the cost of using these channels was to significantly increase or if we are not successful in generating new channels, we may not be able to attract new members in a cost-effective manner or increase the platform activity of our members. If we are unable to recover our marketing costs through increases in the size, value or overall number of loans we originate, or other SoFi product selection and utilization, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.

Legislative and regulatory policies and related actions in connection with student loans could have a material adverse effect on our student loan portfolios.

In recent years, there has been increased focus by policymakers on outstanding student loans, including, among other things, on the total volume of outstanding loans and on the number of loans outstanding per borrower. In response, there has been discussion of potential legislative and regulatory actions and other possible steps to, among other things:

•permit private education loans such as our refinanced student loan and in-school student loan products to be discharged in bankruptcy without the need to show undue hardship;

•amend the federal postsecondary education loan programs, including to reduce interest rates on certain loans, to revise repayment plans, to implement loan forgiveness plans, to provide for refinancing of private education loans into federal student loans at low interest rates, to reduce or eliminate the Grad PLUS program (which authorizes loans that comprise a substantial portion of our student loan refinancing business) and to provide for refinancing of existing federally held student loans into new federal student loans at low interest rates;

•require private education lenders to reform loan agreements to provide for income-based repayment plans and other government payment plans; and

•make sweeping changes to the entire cost structure and financial aid system for higher education in the United States, including proposals to provide free postsecondary education.

As of the date of this proxy statement/prospectus, the new presidential administration has endorsed canceling $10,000 in federal student debt per borrower, among other things, making private student loans easier to discharge in bankruptcy, and providing for free public college and university tuition for certain students. Prominent politicians have also advocated for executive action to forgive student loan debt. It is unclear whether the new presidential administration would seek to accomplish these actions through Executive Order or through legislation. If student loans were forgiven or canceled in any meaningful scale, our profitability, results of operations, financial condition, cash flows or future business prospects could be materially and adversely affected as a result. In particular, our student loan refinancing business within our Lending segment, which is our largest segment, would be materially and adversely affected. There has also been pressure on policymakers to address underlying factors that contributed to the current volume of outstanding student loans, such as the cost of higher education and the ability for additional methods by the federal government and other organizations to subsidize the same, such as through increased use of Pell grants in lieu of loans. Further, proposals to eliminate or amend Section 523(a)(8) of the Bankruptcy Code that student loans are non-dischargeable in bankruptcy could make investors less likely to purchase our student loans. If steps were taken to materially reduce future demand by students for student loan refinancing and in-school student loan products, our student loan originations would be materially and adversely affected. As a result of any material adverse effect to our Lending segment, our overall profitability, results of operations, financial condition, cash flows or future business prospects may be adversely affected. See “— COVID-19 Pandemic Risks — Legislative and regulatory responses to the COVID-19 pandemic and related economic uncertainty could have a material adverse effect on our student loan portfolios”.

Negative publicity could result in a decline in our member growth and impact our ability to compete for lending counterparties and corporate partners, and have a material adverse effect on our business, our brand and our results of operations.

We have invested significantly in the SoFi brand. We believe that maintaining and enhancing our brand identity is critical to our relationships with existing members and partners, particularly lending counterparties, marketing partners and other corporate partners, and to our ability to attract new members and partners. Our ability to compete for and maintain members, lending counterparties and other corporate partners relies to a large extent on their trust in our business and the value of our brand. The failure or perceived failure to maintain our brand could adversely affect our brand value, financial condition and results of operations. Negative publicity can adversely affect our reputation and damage our brand, and may arise from many sources, including actual or alleged misconduct, errors or improper business practices by employees, employee claims of discrimination or harassment, product failures, existing or future litigation or regulatory actions, inadequate protection of consumer information, data breaches, matters affecting our financial reporting or compliance with Securities and Exchange Commission (the “SEC”) and exchange listing requirements, and media coverage, whether accurate or not. Negative publicity or allegations of unfavorable business practices, poor governance, or workplace misconduct can be rapidly and widely shared over social or traditional media or other means, and could reduce demand for our products, undermine the loyalty of our members and the confidence of our lending counterparties, impact our partnerships, reduce our ability to recruit and retain employees, or lead to greater regulatory scrutiny of our operations. In addition, we and our officers, directors and/or employees have been, and may in the future be, named or otherwise involved in litigation or claims, including employment-related claims such as workplace discrimination or harassment, which could result in negative publicity and/or adversely impact our business, even if we are ultimately successful in defending against such claims.

We may experience fluctuations in our quarterly operating results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including changes in the fair values of our financial instruments (including, but not limited to, our loans and certain warrants assumed in connection with the Business Combination), the level of our expenses, the degree to which we encounter competition in our markets, general economic conditions, the rate and credit market environment, legal or regulatory developments, legislative or policy changes and the ongoing impact of the COVID-19 pandemic. In light of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

We sell a significant percentage of our loans to a concentrated number of whole loan purchasers and the loss of one or more significant purchasers could have a negative impact on our operating results.

We sell our personal, student and home loans to a concentrated number of whole loan purchasers. Our top five whole loan purchasers by total purchase price accounted for approximately 60% and 34% of the aggregate principal balance of our loans sold during the year ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, the two largest third-party buyers accounted for a combined 49% of our loan sales volume. During the year ended December 31, 2019, our largest loan purchaser accounted for approximately 10% of the aggregate principal balance of our loans sold. See Note 15 to the Notes to Consolidated Financial Statements included elsewhere in this proxy statement/prospectus. There are inherent risks whenever a large percentage of a business is concentrated with a limited number of parties. It is not possible for us to predict the future level of demand for our loans by these or other purchasers. In addition, purchases of our loans by these purchasers have historically fluctuated and may continue to fluctuate based on a number of factors, some of which may be outside of our control, including economic conditions, the availability of alternative investments, changes in the or terms of the loans, loans offered by other entities and prevailing interest rates. If any of these purchasers significantly reduce the dollar amount of the loans they purchase from us, we may be unable to sell those loans to another purchaser on favorable terms or at all, which may have a material adverse effect on our revenues, results of operations, liquidity and cash flows.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

COVID-19 Pandemic Risks

Our financial condition and results of operations may be adversely impacted by the COVID-19 pandemic.

Occurrences of epidemics or pandemics, depending on their scale, may cause different degrees of disruption to the regional, state and local economies in which we offer our products and services. The current COVID-19 pandemic has had and could continue to have a material adverse effect on the value, operating results and financial condition of our business.

The COVID-19 pandemic has caused substantial changes in consumer and student behavior, restrictions on business and individual activities and high unemployment rates, which have led to reduced economic activity. Extraordinary actions taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world, including travel bans, quarantines, “stay-at-home” orders, suspension of interest accrual and collections on certain federally-backed student loans, and similar mandates for many individuals and businesses to substantially restrict daily activities have led to a decrease in consumer activity generally. Additionally, the COVID-19 pandemic has had a negative impact on consumer finances and on employment levels, which could lead to lower demand for loans, higher loan delinquencies and less spending and investing on the SoFi platform, all of which would have a negative impact on our financial condition, results of operations and cash flows.

While the extent and duration of the economic slowdown and high unemployment rates attributable to the COVID-19 pandemic remain uncertain at this time, particularly as new strains of the virus emerge and create potential challenges to vaccination efforts, a continued significant economic slowdown could have a substantial adverse effect on our financial condition, liquidity and results of operations. As of the date of this proxy statement/prospectus, COVID-19 has had, and may continue to have, the following adverse effects on our business and results of operations, among others:

•Reduced borrower approval rates, including as a result of credit eligibility and other adjustments;

•Reduced consumer demand for our student loan products, including lower origination volume and average balances of our student loans;

•Lower average balances of our personal loans as a result of changes in consumer demand and adjustments to our credit decisioning process and credit criteria;

•Temporary seizing of the capital markets, including decreased demand for asset-backed securities, which seizure could become longer term or permanent;

•Mark-to-market calls on certain of our securities, including negative fair value adjustments and liquidity concerns associated with the margin calls;

•Impeded liquidity and negative fair value adjustments with respect to our loans and securitization investments; and

•Decreased consumer loan servicing revenue as a result of the required availability of forbearances, moratoriums on certain debt collection activities, and waivers of late fees.

The COVID-19 pandemic has also had an impact on the behavior of existing and prospective university students seeking higher education. According to the National Student Clearinghouse, there has been a material decline in the number of students entering college in the class of 2024 as compared to the number of students in the class of 2023, which has contributed in part, and may continue to contribute, to a reduction in the volume and amount of the in-school loans we originate and student loans we refinance. Additionally, in response to the impacts of COVID-19, among other factors, the Federal Reserve announced in September 2020 that it plans to continue a policy of maintaining interest rates at historically low levels. While low interests rates often increase immediate demand for our student loan refinancing product, they also lock-in low rates of interest for current students, which decreases demand for a refinanced student loan in the future. Our student loan origination volume declined 26% in the year ended December 31, 2020 as compared to the prior year. This decline was due to both reduced demand resulting from legislative and regulatory actions taken in response to COVID-19 as described in more detail in these risk factors, and a reduced marketing effort on our part in order to ensure that we had sufficient liquidity to accommodate our student loan volume. There have been, and may continue to be, other factors that put downward pressure on demand for our student loan products. See “ — Business, Financial and Operational Risks — Legislative and regulatory policies and related actions in connection with student loans could have a material adverse effect on our student loan portfolios”.

Additionally, the COVID-19 pandemic has had an impact on demand by consumers, which has contributed, and may continue to contribute, to a reduction in the volume and amount of the personal loans we originate, and the corresponding revenue we generate. Our personal loan origination volume declined 31% in the year ended December 31, 2020 as compared to the prior year. There are multiple reasons for this reduction in demand, including a conscious decision on our part to reduce marketing efforts and to tighten our credit standards, but the reduction in consumer demand is also attributable to changing consumer behavior. Specifically, debt consolidation is the primary driver of demand for our personal loan product. However, credit card spend by consumers is down 9% in the year ended December 31, 2020 compared to pre-COVID-19 levels, resulting in reduced overall demand for debt consolidation products.

See “SoFi’s Management’s Discussion and Analysis of our Financial Condition and Results of Operations — Key Business Metrics” and “— Results of Operations” for further discussion of the impact of the COVID-19 pandemic in recent periods on our business and operating results. The COVID-19 pandemic, and its impact, may also have the effect of heightening many of the other risks described herein.

Changes driven by the COVID-19 pandemic in debt collection practices can harm us by leading to higher losses and depress the prices we may obtain if we seek to sell loans.

In response to the COVID-19 pandemic, states and other regulatory authorities across the United States are implementing various debt collection restrictions, including in some cases bans on collections or creditors’ normal legal remedies. To the extent these regimes apply to us, they could limit our ability to service our defaulted loans and pursue collections from members, which in turn could lead to higher losses and associated loss rates. The same restrictions could negatively impact prices available in the secondary debt markets and debt buyers’ ability to operate and finance their businesses. As a result, if we seek to sell our loans, including charged-off loans, to third-party debt buyers, sale prices may be materially lower than prices that would be available absent the current environment.

Legislative and regulatory responses to the COVID-19 pandemic and related economic uncertainty could have a material adverse effect on our loan portfolios.

Legislative and regulatory responses to the COVID-19 pandemic could have a significant impact on our student loan portfolios. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. In compliance with the CARES Act, payments and interest accrual on all loans owned by the Department of Education were suspended through September 30, 2020 and were further extended by executive action through September 30, 2021. Additionally, on March 25, 2020, the Department of Education announced that private collection agencies were required to stop making outbound collection calls and sending letters or billing statements to borrowers in default on such federally held loans. As a result of such forbearance measures and protections, borrowers might lack the incentive to refinance their student loans with us, which could negatively impact our business.

Additionally, while the CARES Act applies only to loans owned by the Department of Education, several states have adopted various initiatives to suspend payment obligations for private student loan borrowers in those states and we have suspended payment obligations by our members and interest accrual on loans in response, where applicable. In addition, in April 2020, various restrictions around the servicing and collection of private education loans were enacted by certain states. We believe we are in compliance with all such restrictions.

We have also established a number of hardship or forbearance plans, including: (i) student loan forbearance of payments for an initial 60 days with an optional 30-day extension available to members demonstrating continued need; (ii) personal loan forbearance of payments for an initial 30 days with an optional 30-day extension available to members demonstrating continued need; and (iii) home loan forbearance of payments consistent with FNMA servicing guidelines for an initial 90 days with possible extensions available to members demonstrating continued need.

The various legislative and regulatory responses to the COVID-19 pandemic, particularly the mandatory suspension of payments and interest accrual on federally held loans, as well as our own forbearance measures to assist our members, are likely to serve as a disincentive for borrowers to refinance their loans through the SoFi platform, thereby reducing our loan origination volume and negatively impacting our revenue. In addition, the COVID-19 pandemic has contributed to increasing pressure on policymakers to reduce or cancel student loans at a significant scale. See “ — Business, Financial and Operational Risks — Legislative and regulatory policies and related actions in connection with student loans could have a material adverse effect on our student loan portfolios”.

Although we are evaluating the ultimate impact of recently adopted local, state and federal legislation and regulation, guidance and actions, future legislative actions, and the on-going impact of our own forbearance measures on our financial results, business operations and strategies, there is no guarantee that our estimates will be accurate or that any actions we take based on such estimates will be successful. Furthermore, we believe that the cost of responding to, and complying with, evolving laws and regulations, as well as any guidance from enforcement actions, will continue to increase, as will the risk of penalties and fines from any enforcement actions that may be imposed on our businesses. Our profitability, results of operations, financial condition, cash flows or future business prospects could be materially and adversely affected as a result.

Strategic and New Product Risks

We have in the past consummated and, from time to time we may evaluate and potentially consummate, acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.

Our success will depend, in part, on our ability to expand our business. In some circumstances, we may determine to do so through the acquisition of complementary assets, businesses and technologies rather than through internal development. For example, in December 2018, we acquired a minority stake in Apex, a provider of investment custody and clearing services. In April 2020, we acquired 8 Limited, an investment business in Hong Kong, and in May 2020, we acquired Galileo, a company that provides technology platform services to financial and non-financial institutions. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:

•diversion of management time and focus from operating our business to addressing acquisition integration challenges;

•coordination of technology, product development, risk management and sales and marketing functions;

•retention of employees from the acquired company, and retention of our employees who were attracted to us because of our smaller size or for other reasons;

•cultural challenges associated with integrating employees from the acquired company into our organization;

•integration of the acquired company’s accounting, management information, human resources and other administrative systems;

•the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, information security safeguards, procedures and policies;

•potential write-offs or impairments of intangible assets or other assets acquired in the acquisition;

•liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

•litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders or other third parties; and

•geographic expansion exposes our business to known and unknown regulatory compliance risks including elevated risk factors for tax compliance, money laundering controls, and supervisory controls oversight.

Our failure to address these risks or other problems encountered in connection with our acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities and harm our business, generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, regulatory obligations to further capitalize our business, and goodwill and intangible asset impairments, any of which could harm our financial condition and negatively impact our stockholders. To the extent we pay the consideration for any future acquisitions or investments in cash, it would reduce the amount of cash available to us for other purposes.

Galileo depends on a small number of customers, the loss or disruptions in operations of any of which could have a material adverse effect on its business and financial results, and negatively impact our financial results and results of operations.

In May 2020, we completed our acquisition of Galileo for a purchase price of $1.2 billion. During the year ended December 31, 2020, Galileo accounted for $91.2 million, or 95%, of the total net revenue of our Technology Platform segment, and 16% of our consolidated total net revenue. Galileo’s customers are highly concentrated, with its five largest customers contributing 69% of the total net revenue within the Technology Platform segment during the year ended December 31, 2020, which represented 12% of our consolidated total net revenue for the period then ended. There are inherent risks whenever a large percentage of net revenue is concentrated with a limited number of customers, including the loss of any one or more of those customers as a result of bankruptcy or insolvency proceedings involving the customer, the loss of the customer to a competitor, harm to that customer’s reputation or financial prospects or other reasons. In addition, disruptions in the operations of any of Galileo’s key customers have in the past disrupted and may in the future disrupt Galileo’s operations, and these disruptions could be material and have an adverse impact on our results of operations.

Demand for our products may decline if we do not continue to innovate or respond to evolving technological or other changes.

We operate in a dynamic industry characterized by rapidly evolving technology, frequent product introductions, and competition based on pricing and other differentiators. We rely on our proprietary technology to make the SoFi platform available to members, to service members and to introduce new products. In addition, we may increasingly rely on technological innovation as we introduce new types of products, expand our current products into new markets, and continue to streamline the SoFi platform. The process of developing new technologies and products is complex, and if we are unable to successfully innovate and continue to deliver a superior member experience, members’ demand for our products may decrease and our growth and operations may be harmed. The brokerage industry also competes on price, and our ability to meet the demand of our customers in this respect could affect our ability to maintain demand for our products and services.

SoFi Securities is a participant in the Depository Trust Company’s settlement services. Broker-dealers that settle their own trades are subject to substantially more regulatory requirements than brokers that outsource these functions to third-party

providers. Errors in performing settlement functions, including clerical, technological and other errors related to the handling of funds and securities could lead to censures, fines or other sanctions imposed by applicable regulatory authorities as well as losses and liability in related lawsuits and proceedings brought by transaction counterparties and others. Any unsettled securities transactions or wrongly executed transactions may expose the broker dealer to adverse movements in the prices of such securities.

An increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure (including fines and other penalties), and could reduce the use and acceptance of SoFi Money and SoFi Credit Card.

Financial institutions like us, as well as our members, colleagues, regulators, vendors and other third parties, have experienced a significant increase in fraudulent activity in recent years and will likely continue to be the target of increasingly sophisticated fraudsters and fraud rings in the future. This is particularly true for our newer products where we have limited experience evaluating customer behavior and performing tailored risk assessments, such as SoFi Money and SoFi Credit Card.

We develop and maintain systems and processes aimed at detecting and preventing fraudulent activity, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security and anti-fraud measures become more sophisticated. Despite our efforts, the possibility of fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments. Risks associated with each of these include theft of funds and other monetary loss, the effects of which could be compounded if not detected quickly. Indeed, fraudulent activity may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.

Fraudulent activity and other actual or perceived failures to maintain a product’s integrity and/or security has led to increased regulatory scrutiny and may lead to regulatory investigations and intervention (such as mandatory card reissuance), increased litigation (including class action litigation), remediation, fines and response costs, negative assessments of us and our subsidiaries by regulators and rating agencies, reputational and financial damage to our brand, and reduced usage of our products and services, all of which could have a material adverse impact on our business.

Successful fraudulent activity and other related incidents related to the actual or perceived failures to maintain the integrity of our processes and controls could negatively affect us, including harming the market perception of the effectiveness of our security measures or harming the reputation of the financial system in general, which could result in reduced use of our products and services. Such events could also result in legislation and additional regulatory requirements. Although we maintain insurance, there can be no assurance that liabilities or losses we may incur will be covered under such policies or that the amount of insurance will be adequate.

We rely on third parties and their systems to process transaction data and for settlement of funds on SoFi Money, and these third parties’ failure to perform these services adequately could materially and adversely affect our business.

To provide our cash management account and credit card and other products and services, we rely on third parties that we do not control, such as the payment card networks, our acquiring and issuing processors, the payment card issuers, various financial institution partners, systems like the Automated Clearing House (“ACH”), and other partners. We rely on these third parties for a variety of services, including the transmission of transaction data, processing of chargebacks and refunds, settlement of funds, and the provision of information and other elements of our services. In the event these third parties fail to provide these services adequately, including as a result of financial difficulty or insolvency, errors in their systems, outages or events beyond their control, or refuse to provide these services on terms acceptable to us or at all, and we are not able to find suitable alternatives, our business may be materially and adversely affected.

SoFi Credit Card is a new product and we may not be successful in our efforts to promote its usage through marketing and promotion, or to effectively control the costs of such investments, both of which may materially impact our profitability.

Revenue growth for SoFi Credit Card is dependent on increasing the volume of members who open an account and on growing loan balances on those accounts. We have been investing in a number of new product initiatives to attract new SoFi Credit Card members and capture a greater share of our members’ total spending and borrowings. There can be no assurance that our investments in SoFi Credit Card to acquire members, provide differentiated features and services and spur usage of our card will be effective. Further, developing our service offerings, marketing SoFi Credit Card in additional customer acquisition

channels and forming new partnerships could have higher costs than anticipated, and could adversely impact our results or dilute our brand. See — “SoFi Credit Card is a new product and any failure to execute our funding strategy for it could have a negative impact on our business, operating results and financial condition.”

We may continue to expand operations abroad where we have limited operating experience and may be subject to increased business, economic and regulatory risks that could adversely impact our financial results.

In April 2020, we undertook our first international expansion by acquiring 8 Limited, an investment business in Hong Kong. We may, in the future, pursue further international expansion of our business operations, either organically or through acquisitions, in new international markets where we have limited or no experience in marketing, selling and deploying our product and services. If we fail to deploy or manage our operations in these countries successfully, our business and operations may suffer. In addition, we are subject to a variety of risks inherent in doing business internationally, including:

•political, social and/or economic instability;

•risks related to governmental regulations in foreign jurisdictions, including regulations relating to privacy, and unexpected changes in regulatory requirements and enforcement;

•fluctuations in currency exchange rates;

•higher levels of credit risk and fraud;

•enhanced difficulties of integrating any foreign acquisitions;

•burdens of complying with a variety of foreign laws;

•reduced protection for intellectual property rights in some countries;

•difficulties in staffing and managing global operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations and subsidiaries;

•different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language, and cultural differences, making it harder to do business in certain international jurisdictions;

•compliance with statutory equity requirements; and

•management of tax consequences.

•If we are unable to manage the complexity of global operations successfully, our financial performance and operating results could suffer.

Credit Risks

Worsening economic conditions cause our member default rates to increase and may result in decreased demand from institutional investors for our products, each of which could harm our operational results.

Uncertainty and negative trends in general economic conditions in the United States, including significant tightening of credit markets, historically have created a difficult environment for companies in the financial services industry. Many factors, including factors that are beyond our control, may result in higher default rates by our members and decline in the demand for our products by potential and existing investors, and have a detrimental impact on our operating performance and liquidity. These factors include general economic conditions, disruptions in the credit markets, changes in unemployment rates, the level of consumer and business confidence, changes in consumer spending, as well as events such as natural disasters, public health crises, like the COVID-19 pandemic, acts of war, terrorism and catastrophes.

Our Lending segment may be particularly negatively impacted by worsening economic conditions that place financial stress on our members resulting in loan defaults or charge-offs at a higher-than-expected rate. If a loan charges off while we are still the owner, the loan either enters a collections process or is sold to a third-party collection agency in exchange for a fraction

of the remaining amount payable to us. In either case, we will receive less than the full outstanding interest on and principal balance of the loan. Declining economic conditions may also lead to either decreased demand for our loans or demand for a higher yield on our loans, and consequently lower prices, from institutional investors on whom we rely for liquidity.

There can be no assurance that economic conditions will remain favorable for our business or that interest in purchasing our loans by financial institutions, will remain at current levels, or that default rates by our members will not increase. Reduced demand or lower prices for our products from institutional investors and increased default rates by our members may limit our access to capital, including debt warehouse facilities and securitizations, and negatively impact our profitability.

We operate in a cyclical industry. In an economic downturn, we may not be able to grow our lending business or maintain expected levels of liquidity, maintain historic loss rates and revenue growth.

The timing, severity, and duration of an economic downturn can have a significant negative impact on our ability to generate adequate revenue and to absorb expected and unexpected losses. For example, in making a decision whether to extend credit to a new or existing member, or determine appropriate pricing for a loan, our decision strategies rely on robust data collection, including from third-party sources such as credit reporting agencies, proprietary scoring models, and market expertise. An economic downturn could place financial stress on our members, potentially impacting our ability to make accurate credit assessments or lending decisions, as well as our members’ willingness to use our products. Our ability to adapt in a manner that balances future revenue production and loss management will be tested in a downturn. The longevity and severity of a downturn will also place pressure on lenders under our debt warehouses, whole loan purchasers and investors in our securitization trusts. Furthermore, long-term market disruptions could negatively impact the securitizations market. Although certain of our debt warehouses and whole loan sale agreements contain committed terms, there can be no assurance that our financing arrangements will remain available to us through any particular business cycle or be renewed on the same terms. The timing and extent of a downturn may also require us to change, postpone or cancel our strategic initiatives or growth plans to pursue shorter-term sustainability. The longer and more severe an economic downturn, the greater the potential adverse impact on us, which could be material.

If we do not make accurate credit and pricing decisions or effectively forecast our loss rates, our business and financial results will be harmed, and the harm could be material.

In making a decision whether to extend credit to prospective or existing members, we rely upon data to assess our ability to extend credit within our risk appetite, our debt servicing capacity, and overall risk level to determine lending exposure and loan pricing. If the decision components, rapidly deteriorating macro-economic conditions or analytics are either unstable, biased, or missing key pieces of information, the wrong decisions will be made, which will negatively affect our financial results. If our credit decisioning strategy fails to adequately predict the creditworthiness of our members, including a failure to predict a member’s true credit risk profile and ability to repay their loan, higher than expected loss rates will impact the fair value of our loans. Additionally, if any portion of the information pertaining to the prospective member is false, inaccurate or incomplete, and our systems did not detect such falsities, inaccuracies or incompleteness, or any or all of the other components of our credit decision process fails, we may experience higher than forecasted losses — including losses attributed to fraud. Furthermore, we rely on credit reporting agencies to obtain credit reports and other information we rely upon in making underwriting and pricing decisions. If one of these third parties experiences an outage, if we are unable to access the third-party data used in our decision strategy, or our access to such data is limited, our ability to accurately evaluate potential members will be compromised, and we may be unable to effectively predict credit losses inherent in our loan portfolio, which would negatively impact our results of operations, which could be material.

Additionally, if we make errors in the development, validation, or implementation of any of the underwriting models or tools that we use for the loans securing our debt warehouses or included in securitization transactions or whole loan sales, such loans may experience higher delinquencies and losses, which would negatively impact our debt warehouse financing terms and future securitization and whole loan sale transactions.

If the information provided to us by members is incorrect or fraudulent, we may misjudge a member’s qualification to receive a loan and our results of operations may be harmed.

Our lending decisions are based partly on information provided to us by loan applicants. To the extent that these applicants provide information to us in a manner that we are unable to verify, our credit decisioning process may not accurately reflect the associated risk. In addition, data provided by third-party sources, including credit reporting agencies, is a significant component of our credit decisions and this data may contain inaccuracies. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation, business and results of operations.

In addition, we use identity and fraud prevention tools to analyze data provided by external databases to authenticate each applicant’s identity. From time to time in the past, these checks have failed and there is a risk that these checks could fail in the future, and fraud, which may be significant, may occur. We may not be able to recoup funds underlying loans made in connection with inaccurate statements, omissions of fact or fraud, in which case our revenue, results of operations and profitability will be harmed. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, which could negatively impact our results of operations, brand and reputation, and require us to take steps to reduce fraud risk, which could increase our costs.

Internet-based loan origination processes may give rise to greater risks than paper-based processes.

We use Internet-based loan processes to obtain application information and distribute certain legally required notices to applicants for, and borrowers of, our loans, and to obtain electronically signed loan documents in lieu of paper documents with ink signatures obtained in person. These processes may entail greater risks than would paper-based loan origination processes, including regarding the sufficiency of notice for compliance with consumer protection laws, risks that borrowers may challenge the authenticity of loan documents, or the validity of the borrower’s electronic signature on loan documents, and risks that despite internal controls unauthorized changes are made to the electronic loan documents. If any of those factors were to cause our loans, or any of the terms of our loans, to be unenforceable against the relevant borrowers, or impair our ability as master servicer or servicer to service our loans, the value of our loan assets would decrease significantly to us and to our investors. In addition to increased default rates and losses on our loans, this could lead to the loss of whole loan investors and securitization investors and trigger terminations and amortizations under our debt warehouse facilities, each of which would materially adversely impact our business.

Student loans are subject to discharge in certain circumstances.

Private education loans, including the refinanced student loans and other student loans made by us, are generally not dischargeable by a borrower in bankruptcy. However, a private education loan may be discharged if the bankruptcy court determines that not discharging the debt would impose an undue hardship on the debtor and the debtor’s dependents. Further, bills have been introduced in Congress that would make student loans dischargeable in bankruptcy to the same extent as other forms of unsecured credit without regard to hardship analysis. See “Business, Financial and Operational Risks — Legislative and regulatory policies and related actions in connection with student loans could have a material adverse effect on our student loan portfolios” below. It is possible that a higher percentage of borrowers will obtain relief under bankruptcy or other debtor relief laws as a result of financial and economic disruptions related to the outbreak of COVID-19 than is reflected in our historical experience. A private education loan that is not a refinanced parent-student loan is also generally dischargeable as a result of the death or disability of the borrower. The discharge of a significant amount of our loans could adversely affect our business and results of operations.

We offer personal loans which have a limited performance history and therefore have only limited prepayment, loss and delinquency data on such loans on which to base projections.

The performance of the personal loans is significantly dependent on the ability of the credit decisioning, income validation, and scoring models we use to originate such loans, which include a variety of factors, to effectively evaluate an applicant’s credit profile and likelihood of default. Despite recession readiness planning and stress forecasting, our credit criteria has not been fully tested in a down-cycle or recessionary economic environment, or in periods of disruption such as the current environment caused by the COVID-19 pandemic. There is no assurance that our credit criteria can accurately predict loan performance under such economic conditions or governmental response which may drive unexpected outcomes. If our criteria do not accurately reflect credit risk on the personal loans, greater than expected losses may result on these loans and our business, operating results, financial condition and prospects could be materially and adversely affected.

In addition, personal loans are dischargeable in a bankruptcy proceeding involving a borrower without the need for the borrower to file an adversary claim. The discharge of a significant amount of our personal loans could adversely affect our financial condition. Furthermore, other characteristics of personal loans may increase the risk of default or fraud and there are few restrictions on the uses that may be made of personal loans by borrowers, which may result in increased levels of credit consumption. We also originate personal loans through ACH deposits directly to the borrowers, which may result in a higher risk of fraud. The effect of these factors may be to reduce the amounts collected on our personal loans and adversely affect our operating results and financial condition.

We service all of the personal loans we originate and have limited loan servicing experience, and we rely on third parties to service the student loans, home loans and credit cards that we originate. A failure by us or these third parties to service loans properly could result in lost revenue and impact our liquidity.

We service all of the personal loans we originate, and we have limited experience with such servicing. We may begin servicing the student loans that we originate at some time in the future. We rely on sub-servicers to service all of our student loans, credit cards and all of our FNMA conforming home loans. In the event that a third-party service provider for any reason fails to perform such functions, including through negligence, willful misconduct or fraud, our ability to process payments and perform other operational functions for which we currently rely on such third-party service providers will suffer and our business, cash flows and future prospects may be negatively impacted.

Any failure on our part or on the part of third parties on whom we rely to perform functions related to our servicing activities to properly service our loans could result in us being removed as the servicer on the loans we originate, including loans financed by our warehouse facilities or sold into our whole loan sales channel and securitization transactions. If we fail to monitor our student loan sub-servicer and ensure that such sub-servicer complies with its obligations under state laws that require student loan servicers to be licensed, we may face civil claims for damages under such state laws. Because we receive revenue from such servicing activities, any such removal as the servicer or, with respect to our student loans, master servicer, could adversely affect our business, operating results, financial condition or prospects, as would the cost of onboarding a new servicer. Furthermore, we have agreed in our servicing agreements to service loans in accordance with the standards set forth therein, and may be obligated to repurchase loans if we fail to meet those standards.

We rely on third-party service providers to perform various functions in connection with the origination and servicing of certain of our loans. If a third-party service provider fails to properly perform these functions, our business and our ability to service our loans may be adversely affected.

We rely on third-party service providers to perform various functions relating to our loan origination and servicing business, including underwriting, fraud detection, marketing, operational functions, cloud infrastructure services, information technology, telecommunications and processing remotely created checks, and, because we are not a bank and cannot belong to or directly access the ACH payment network, ACH processing, and debit card and credit issuance or payment processing. We rely on sub-servicers to service all of our student loans, credit cards and all of our FNMA conforming home loans that we do not sell servicing-released, and a sub-servicer to perform certain back-up servicing functions with respect to our personal loans. While we oversee these service providers to ensure they service our loans in accordance with our agreements and regulatory requirements, we do not have control over the operations of any of the third-party service providers that we utilize. In the event that a third-party service provider for any reason fails to perform such functions, including through negligence, willful misconduct or fraud, our ability to process payments and perform other operational functions for which we currently rely on such third-party service providers will suffer and our business, cash flows and future prospects may be negatively impacted.

Additionally, if one or more key third-party service providers were to cease to exist, to become a debtor in a bankruptcy or an insolvency proceeding or to seek relief under any debtor relief laws or to terminate its relationship with us, there could be delays in our ability to process payments and perform other operational functions for which we are currently relying on such third-party service provider, and we may not be able to promptly replace such third-party service provider with a different third-party service provider that has the ability to promptly provide the same services in the same manner and on the same economic terms. As a result of any such delay or inability to replace such key third-party service provider, our ability to process payments and perform other business functions could suffer and our business, cash flows and future prospects may be negatively impacted.

We may make non-qualified home loans which may increase the risk of litigation by consumers

We do not currently offer, but may expand product selection to offer non-qualified home loans, which, unlike qualified home loans, do not benefit from a presumption that the borrower has the ability to repay the loan. If we were to make a loan to which we did not satisfy the regulatory standards for ascertaining the borrower’s ability to repay the loan and the borrower were to default, we may be prevented from collecting interest and principal on that loan in court. As such, non-qualified home loans carry increased risk of exposure to litigation and claims of borrowers.

Potential geographic concentration of our members and performance of the loans we originate may increase the risk of loss on such loans and negatively impact our business.

Any concentration of our members in specific geographic areas may increase the risk of loss on our loans. Certain regions of the United States from time to time will experience weaker economic conditions and higher unemployment and, consequently, will experience higher rates of delinquency and loss than on similar loans in other regions of the country. Moreover, a deterioration in economic conditions, outbreaks of disease (such as new or worsening outbreaks of COVID-19), extreme weather conditions and other natural events (such as hurricanes, tornadoes, floods, drought, wildfires, mudslides, earthquakes and other extreme conditions) could adversely affect the ability and willingness of borrowers in affected regions to meet their payment obligations under their loans and may consequently affect the delinquency and loss experience of such loans. In addition, we, as master servicer for all student loans and home loans and as servicer of our personal loans, have offered in the past, are currently offering as a result of the economic impact of the COVID-19 pandemic, and may in the future offer, hardship forbearance or other relief programs in certain circumstances to affected borrowers.

Conversely, an improvement in economic conditions in one or more states could result in higher prepayments of their payment obligations under their loans by borrowers in such states. As a result, we and the investors who hold our loans or securities backed by our loans may receive principal payments earlier than anticipated, and fewer interest payments than anticipated, and face certain reinvestment risks, such as the inability to acquire loans on equally attractive terms as the prepaid loans.

Further, the concentration of our loans in one or more states may have a disproportionate effect on us or investors in our loans or securities backed by our loans if governmental authorities in any of those states take action against us as originator, master servicer or servicer of those loans or take action affecting our ability as master servicer or servicer to service those loans in such states.

Market and Interest Rate Risks

We utilize a gain on sale origination model and, consequently, our business is affected by the cost and availability of funding in the capital markets.

In addition to the issuance of equity, historically, we have funded our operations and capital expenditures through sales of our loans, secured and unsecured borrowing facilities, and securitizations. We utilize a gain on sale origination model and, consequently, our earnings and financial condition are largely dependent on the price we can obtain for our products in the capital markets. Our ability to obtain these types of financing depends, among other things, on our development efforts, business plans, operating performance, lending activities, and condition of, and our access to, the capital markets at the time we seek financing. The capital markets have from time to time experienced periods of significant volatility, including recent volatility driven by the COVID-19 pandemic. This volatility can dramatically and adversely affect financing costs when compared to historical norms or make funding unavailable at any cost. Additional factors that could make financing more expensive or unavailable to us include, but are not limited to, financial losses, events that have an adverse impact on our reputation, lawsuits challenging our business practices, adverse regulatory changes, changes in the activities of our business partners, events that have an adverse impact on the financial services industry generally, counterparty availability, negative credit rating actions with respect to our rated securities, corporate and regulatory actions, interest rate changes, general economic conditions and the legal, regulatory and tax environments governing funding transactions, including existing or future securitization transactions. If financing is difficult, expensive or unavailable, our business, financial condition, results of operations, cash flows and future prospects could be materially and adversely affected.

Fluctuations in interest rates could negatively affect SoFi Money.

Falling or low interest rates may also have a negative impact on our SoFi Money product. SoFi Money is a cash management account offered through SoFi Securities LLC (“SoFi Securities”), a FINRA-registered broker dealer wholly-owned by SoFi, which offers members the opportunity to earn a variable interest rate on their account balances. Deposits made into a SoFi Money account are swept daily to one or more banks with which we partner, and these deposits earn a variable rate of interest and are eligible for FDIC insurance. Because we are not a bank holding company, however, we are not permitted to offer members an interest rate on their SoFi