Item 1.
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Security and Issuer.
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This Schedule 13D relates to the shares of common stock, par value $0.0001 per share (the Common Stock), of SoFi Technologies,
Inc., a Delaware corporation (the Issuer). The address of the principal executive offices of the Issuer is 317 University Ave, Suite 200, Palo Alto, California, 94301.
As of May 28, 2021, as reflected in this Schedule 13D, the Reporting Persons (as hereinafter defined) beneficially owned 53,921,655
shares of Common Stock, representing approximately 6.6% of the issued and outstanding Common Stock.
Item 2.
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Identity and Background
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(a) (c), (f)
This Schedule 13D is filed
by (i) Red Crow Capital, LLC, a Utah limited liability company (Red Crow); and (ii) Clay Wilkes (Mr. Wilkes), a natural person, US citizen, manager and member of Red Crow, and director of the Issuer
(collectively the Reporting Persons).
The Reporting Persons have entered into a joint filing agreement, dated June 7,
2021, a copy of which is attached hereto as Exhibit A.
The principal business address for each of the Reporting Persons is c/o
Dorsey & Whitney LLP, 111 S. Main Street, Suite 2100, Salt Lake City, UT 84111.
(d) and (e)
During the last five years, none of the Reporting Persons, and to the best of their knowledge, none of the Reporting Persons managers or
officers (if applicable) (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
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On May 14, 2020, SoFi and certain of its subsidiaries entered into an Agreement and Plan of Merger and Reorganization (the Galileo
Merger Agreement) with Galileo Financial Technologies, Inc. and the other parties thereto. Pursuant to the Galileo Merger Agreement, SoFi acquired Galileo and its subsidiaries by acquiring 100% of the outstanding Galileo stock and issuing a
seller note in favor of the sellers of Galileo with an aggregate principal amount of $250 million and a scheduled balloon maturity of May 14, 2021. As a result of the acquisition, certain Galileo stockholders, including Mr. Wilkes,
one of the directors of SoFi and the founder and Chief Executive Officer of Galileo, received shares of Series H-1 Preferred Stock of SoFi, rights to payments due under the seller note and cash consideration.
On January 7, 2021, the Issuer entered into an Agreement and Plan of Merger (as amended on March 16, 2021, the Merger
Agreement) with Plutus Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (Merger Sub), and Social Finance, Inc., a Delaware corporation (SoFi).
Pursuant to the Merger Agreement, the following transactions occurred (together with the other agreements and transactions contemplated by the
Merger Agreement, the SoFi Business Combination): (i) prior to the closing of the transactions contemplated by the Merger Agreement (the Closing), the Issuer domesticated as a Delaware corporation in accordance with
Section 388 of the Delaware General Corporation Law, as amended (the DGCL), and the Cayman Islands Companies Law (2020 Revision) (the Domestication), (ii) the Merger Sub merged with and into SoFi, with SoFi continuing as
the surviving corporation and a wholly owned subsidiary of the Company (the Merger), (iii) upon consummation of the Merger, and subject to the adjustments provided in the Merger Agreement, all of the common stock and preferred stock of
SoFi, excluding the Company Redeemable Preferred Stock (as defined in the Merger Agreement), which converted into Acquiror Series 1 Preferred Stock (as defined in the Merger Agreement), was converted into the right to receive an aggregate number of
shares of common stock, par value $0.0001 per share, at a conversion rate as set forth in the Merger Agreement; and (iv) upon the consummation of the Merger, the Company was renamed SoFi Technologies, Inc.