Filed by Social Capital Hedosophia Holdings Corp. V
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: SoFi Technologies, Inc.
Commission File No. 001-39606
SoFi – SCH Transaction Announcement: CNBC Transcript
Fast
Money Halftime Report – Interview with Chamath Palihapitiya and
Anthony Noto
CNBC
January 7, 2021
SCOTT WAPNER: We do begin, though, today with breaking news.
Yet another major deal in the SPAC space involving one of its
biggest players. Chamath Palihapitiya announcing here on “Halftime”
his latest special acquisition company will merge with the popular
fintech firm, SoFi, and take that company public. There is Chamath,
there he is now. Congrats, welcome.
CHAMATH PALIHAPITIYA: Hey, Scott. How are you? Happy New
Year.
WAPNER: I’m good, thanks, and you as well. I know it's a big
day for you. Why SoFi? Have you been targeting fintech for a while?
How did this come together?
PALIHAPITIYA: A lot of things that I do is try and look back
at investments we made like Amazon and Tesla and trying to find
patterns. In this, what I was trying to do was map those patterns
into financial services because we're at a point in time where it's
clear that the banking infrastructure really isn't meeting the
needs of U.S. consumers. What I did was systematically try to
figure out what was broken in banking and then try to figure out
which company was best representative of the solution that people
wanted, which I can basically tell you is three things. People want
low to no fees; they want fair and transparent lending; and they
want a full suite of products so can you basically have a one-stop
shop. SoFi was the top of the list when I looked across all the
companies on those dimensions.
WAPNER: We have obviously been following SoFi for a long
time – it has been a member of CNBC’s Disruptor 50 List, so we're
very familiar with it, we are familiar with Anthony Noto. The idea
of this disruptive force, Chamath, in banking post financial
crisis. That's a big part of the success of SoFi and certainly of
your attraction to it.
PALIHAPITIYA: Yeah. In fact, the way that I think about this
is I call this sort of the anatomy of innovation. You look under
the hood of the best companies and the best CEOs, they do the
following things. The first thing is when you get a good product,
you don't sit on your heels, you double down and invest really
aggressively to use technology to drive down the cost. Then what
you do is you deliver those savings on to consumers. Then you
launch many more products on top of the same platform and the most
important thing you have to do for people is to democratize access
to a key resource – that's what Amazon has done. That's what SoFi
is doing. The problem that banks have right now is after the great
financial crisis, what they have done is they make money with
hidden fees, exorbitant fees, they have very restrictive lending
practices. Ask anyone that is a middle income, minority or woman
and it’s incredibly hard to the get the money you need to
fulfill your dreams and SoFi has fixed all these things, which is
why I think it is such an incredible business.
WAPNER: SoFi had made it clear that it was entertaining the
idea of going public through a SPAC. How did you convince Anthony
Noto that you were the right sponsor to be the one to make it all
come to fruition?
PALIHAPITIYA: The thing that Anthony has done which is
incredible is, he basically has created, again, as I said,
this one-stop shop that gets your money right. A whole suite of
products. A lot of what I've done in the past and what my team has
done is help people operationally improve, how they grow, how they
market, how they can virally expand and all of these dynamics came
to play. Because when you look under the hood at SoFi, there is
this incredible thing happening. You have these millions of
customers, 1.8 million last year, 3 million members this year. But
they are paying for millions and millions of products. What we saw
were these dynamics where there was this incredible up selling and
cross-selling behavior and what I talked to Anthony about was: can
I help? Can I try to do what I have been able to do at Facebook,
what I was able to do at Slack. In fact, when Anthony and I first
met ten years ago, it was when he was at Twitter and we talked
about working together there to do the same things. That's how the
relationship started and that's how we decided to come together and
do this transaction
WAPNER: I've always wondered when you have a SPAC, the quest
is about the what, right? You have basically a year to go find the
what. What company are you going to try and merge with and take
public? What's not discussed so often is the who, the man or woman
behind the company who is the operator. What is it about Anthony
that is attractive, and can you just speak in general to that idea
of the importance of the person who is actually running these
companies? Because not all SPACs are created equal. They are not a
guaranteed success. You have to rely on the person who has founded
this company, you're the investor.
PALIHAPITIYA: Look, I think you're seeing even through the
events of the last 24 hours, leadership and character really matter
because you are faced with incredibly difficult decisions of
policy, of morality, all kinds of things. Here's what I can tell
you just personally about Anthony. He has lived an incredibly hard
life to get to where he has. I have tremendous empathy because I’ve
lived a similar path, so I have deep respect for the man he is and
character that he has. But practically speaking in his career, he's
completely money in the bank. The former CFO of the NFL, former CFO
of Twitter, the former COO of Twitter, and incredible banker,
research analyst and wonderful human being. So this is sort of a
what you see is what you get kind of guy who really believes in
advancing financial services for middle America, for normal folks
to be able to sort of get ahead. I just think that's a person you
want to see win. And as a result, the company that he's built is
really special.
WAPNER: We have Anthony with us as well. Anthony Noto
joining us now. It's good to see you, Anthony. Congratulations on
the deal, Happy New Year. You should hire Chamath as your PR guy,
given what he said about you.
ANTHONY NOTO: Hi Scott, thank you. Happy New Year to you,
too. And Chamath, thank you for your kind words. it was very
generous of you.
WAPNER: Anthony you could have done this a number of
different ways. Everybody expected at some point SoFi was going to
go public. Why through a SPAC and why with Chamath?
NOTO: Well first of all why with Chamath – when we took
Chamath and his team through our management presentation, we were
actually talking about a private investment and were considering
potentially going public in the back half of next year. But, as I
took Chamath and his team through our management presentation we
started talking about our mission, then we were talking about our
strategy and points of differences and of course, what we call our
financial services productivity loop. And I could see their heads
nodding and questions they asked afterwards. We were super aligned
on the strategy, we were talking and aligned on what the
opportunity was in front of you was and most importantly, what it
was going to take to get there and the how is really, really
critical and having investors understand the magnitude of
investment we have to make in technology and the magnitude of
investment we need to take to capture that opportunity and to be a
very big, ambitious thinker with really high lofty goals. We think
that first and foremost was important. Second is he has a
reputation and a relationship with institutional investors and I
thought the combination of the relationships I had and that he had,
we could really do a much better job educating people on the
opportunity together, two being stronger than one and we could go
to market together, which is very unique among the different SPACs.
Third, they've done this a number of times. They're very
experienced and understand how to operationalize the whole process
of doing a SPAC into a public company and done it very
successfully. And so, that was also important. And last, there are
a lot of things we'll do together strategically based on what he's
experienced in his professional career and the growth team that he
has and that we can also benefit from at Social Capital – Social
Finance. Just before you asked the question, it's social capital
and social finance so it seemed like it was going to happen at some
point. Why a SPAC versus an IPO, I'd say a couple things. Doing a
SPAC really allows you to really educate investors at a depth
that's not afforded in an IPO. So we can spend a lot of time
between right now and when the vote actually happens with investors
educating them on what SoFi is and what the opportunity is, and
that is critical to build that strong foundation of what we're
going to do over the next five to ten years, because institutional
investors clearly will have to deal with dislocations in the
markets. They are going to have to deal with the ups and downs of
operating companies and the more they understand the long-term view
of what we are doing, the better it will serve them and the better
value it will drive for shareholders over time. So, education was
number one. Number two is deal certainty. We're announcing a
substantial amount of capital raised, already. There's more capital
that will come on to our balance sheet when we close the merger,
but today we're sitting here with, you know, a very large PIPE of
about $1.225 billion, plus another private investment from T. Rowe
for another $370 million that we closed just on the front end of
this, which drove so much momentum for us as well. So, deal
certainty really matters. You’ve seen people file an S-1 for an IPO
and then it doesn’t get done. That’s incredibly damaging to a brand
like ours, where people need to trust us, and we need to be a
household brand name. We can't take that risk of something
happening in the world that's out of our control, that damages the
process of us going public. So, the deal certainty here – in terms
of the capital raise – is much higher. Obviously, nothing is 100%
certain, but there's more deal certainty. And the last thing is, we
can really provide a forward view of where we're investing and what
businesses are in invest mode and what businesses are actually in
profit mode. We're really benefiting from three different
businesses, some of which are growing really, really fast and are
profitable, some of which are growing faster but not profitable,
and it's a combination of understanding those three business lines.
So, a SPAC allows us to do that, and that’s why we made the
decision.
WAPNER: Now that my viewers have a chance to literally
invest in you and your company, what's your sales pitches to them
as to why they should consider SoFi in their basket of fintech
stocks and the belief you have in your own company's growth going
forward?
NOTO: Yeah, well, what I'd say is we're going through the
process that we’ll have to go through to close the deal and we need
to file the SEC document, the S-4, for the proxy vote, and so I’ll
leave a lot to that document. We do have a management presentation
that's publicly available, but at the end of the day, if you think
about the market opportunity in front of us – i.e., financial
services moving from physically done to digitally done and what
player is providing a comprehensive set of solutions on one mobile
device, to the best of my knowledge, only SoFi is providing on a
digital device the ability to borrow, save, spend and invest and
protect, and we’re doing that on our own technology platform,
vertically integrated, just like the way Amazon is. And there's a
market opportunity of 500 million accounts that are still tied to
legacy FDIC banks, and those experiences are still physically based
in branches, and not as functional as our experience on our mobile
phones. We’re a one-stop shop, on your mobile phone for a
comprehensive suite of products. We create faster experiences, we
provide better selection, better content and better convenience to
really capture those that are looking for that experience online
versus offline, just in the same way we saw this float for
e-commerce and e-retailing from 1999 to today. So that opportunity
hasn’t even started to move online yet, in a big way, given there’s
500 million accounts still tied to the incumbent banks. And we have
an opportunity with this one-stop shop solution to capture them in
a unique way.
WAPNER: Steve, do you have a question? […] We’re having a
problem with Stephen Weiss’ mic. We’ll figure that out. Josh Brown
I know has one as well. Josh, hopefully we can hear you.
JOSH BROWN: Congratulations, guys, on the deal. I’m a big
fan of what you’ve built with SoFi so far, and I think having
Chamath involved takes it up to another level. I wanted to ask you
about this idea of, I guess, a form of arbitrage whereby it's true
that the large traditional banks charge all these hidden fees and
have all these costs associated with being a customer of theirs but
they, to some extent, have to because their shareholders expect it.
Imagine if Jamie Dimon said, for the next two years, JP Morgan is
going to forego profitability, and we’re just going to reinvest in
our services and cut all prices on everything at 90%. He would have
a revolt on his hands, and the share price would collapse. Whereas,
fintech companies like this one and SPACs that are funding them –
they have a shareholder base that is not so worried about profits
right away and can wait. It is almost reminiscent of Berkshire
Hathaway, and some of the advantages of capital raising that they
had had. What do you guys think about that being an advantage right
now and potentially for as far as the eyes can see, years in the
future?
PALIHAPITIYA: Yeah, it's something that's really important
to understand, which is that when we partnered with Anthony, what
we are really doing is enabling him to build, as you said, an
extremely different business, even though it competes effectively
with, you know, Goldman Sachs, Morgan Stanley and JPMorgan and the
like. Because underneath the hood, the great thing about SoFi is
that it is a technology company that doesn't just have this great
consumer brand that Anthony just walked you through, it actually
also has an enterprise business. So, meaning, you know, the great
way that Amazon was able to build such an enormous company was
because they had this duality, right. They were able to invest in
consumer businesses and then take all that technology and sell it
to other companies. SoFi is the only other company we've seen doing
this at scale. It’s built what we call the “AWS of Fintech.” So
what we are enabling, exactly as you said, is the complete
disruption of all of this legacy infrastructure. You know, JPMorgan
has to fight with one hand tied behind their back with technology
that's 50, 60 and 70 years old. Instead, SoFi has built this great
business for consumers, but it is also the platform that Chime is
built on top of, that RobinHood is built on top of, that Dave.com
is built on top of. And so, SoFi wins both ways. They win from
consumer adoption, but they also win from enterprise adoption. And
we’ve seen what happened when you brought those two things together
in e-commerce. So to your point, we’re funding a technology
company. It just so happens to be competing against folks that
unfortunately have to fight with one hand tied behind their
back.
NOTO: And the other thing I would just add to Chamath's
comments, to your answer your question is: when we architect our
products, we're challenging our general managers and product
managers to differentiate on those four differentiators -- fast,
selection, content and convenience. But we're also challenging them
to drive superior unit economics per account or loan. And we’re
leveraging a strategy where we want to build trust and reliability
with a member in one product, that's a best in class product that
has great unit economics, so that when they think about using their
next product, they choose SoFi. And when they do, we increase our
revenue per member quite meaningfully, we don't pay a second
customer acquisition cost which adds the lifetime value of the
customer. And that excess profits can be reinvested in better
prices, better interest rates, better selection, better content and
faster service and we just drive the flywheel. We call that finance
services productivity loops. So, we’re starting with an economic
model and per count, or per loan basis, that is superior. Our per
loan economics have on average generated 40 to 50% profit margins
or more over the last two years, and that gives us a lot of excess
profits to reinvest in these better services, just the way Amazon
has and Walmart has low-cost operators. And it is a unique
advantage that we don't have these high costs that then force you
to charge fees, overdraft fees and minimum balances and minimum
spend. And so, we can uniquely differentiate each product and then
they work better together to drive what we call our fly wheel, is
the financial services productivity loop.
WAPNER: Steve Weiss, I think we fixed your audio.
STEPHEN WEISS: Yup, here I am. First of all, I'd like to
echo everything Chamath said about Anthony. We go back about 25
years when we worked together at Salomon and I’ve known everything
that Chamath has said to be true. Here’s my question: I’ve had the
benefit and the privilege of talking to you offline about
collaborating on a few things, and I’ve spoken to some of your
people, excellent. What strikes me is that you can bring products
to market quickly, but you don't do it without doing your due
diligence. Your extensive due diligence. So I imagine being a
public company, and now you have a public currency that you'll be
able to attract even more high-quality people, and despite not
being shy about your advertising budget before, of course, SoFi
Stadium -- are having that public company, that ticker out there
will bring more clients into the fold. So, do you see it that same
way?
NOTO: I do think being a public company is – I think Bill
Gurley may have made this analogy of a college player deciding to
apply for the draft. And we think being a public company will take
our company to the next level, it will allow us to recruit and
retain talent more, it will allow us to elevate our focus on
driving shareholder value. The public scrutiny, I think, is a
positive thing for companies. It requires that we make right
choices and we think about how we prioritize our resources. We
can't do all things for everyone, and so we have to make the right
bets and allocate resources in the right way and manage risk the
right way. And now that we'll be in a public spotlight, the
importance of that and significance of it and focus of the company
on it really changes. I’ve done dozens and dozens of IPOs as a
research analyst and as a banker, and companies that are prepared
to go public, which I am confident we are, take their performance
to the next level. They have higher notoriety, they’re more
high-profile but they are also in this world in which there's a
measurement every day that shows them how they're doing over the
long term. And so we welcome the opportunity to be a public
company. Our employees have made this happen. They deserve the
rewards of having some liquidity. We wouldn't be here today without
all of the hard work of so many of our existing employees and our
previous employees, and so I’m just representing all those people
that have had a huge impact on our members' lives and got us to
this point. But we're all excited about taking this next step, and
we spent 2020 preparing for this moment. So it’s a big day for
us.
WAPNER: Before I let you go, Anthony, and I don’t want to
let you go without having you address the events that we all
witnessed yesterday. You’re a proud graduate of the United States
military. A lot of CEOs are speaking out over the last 24 hours
plus about the events that everybody witnessed yesterday. You’ve
tweeted some things about it. I’d like to hear them from you though
directly.
NOTO: Yeah, so yesterday was a very challenging day. When
you do deals like this, there’s a ton of things going on in that
last day, and there’s a fog – there’s a fog over you. And I was on
a Zoom conference call, talking about allocations, talking about
press releases, talking about financial signatures and deal terms,
and I looked up and I saw on my TV, on mute, this rioting and
unrest and I immediately thought…boy that looks like Berlin…are
they showing us something from World War I. I was confused because
I’m focused on the Zoom. Then I’m like, well maybe that’s the
Soviet Union. And then I realized it was the United States – and I
couldn’t believe it. It’s just unacceptable. It's intolerable what
happened yesterday. It challenges the very fabric and foundation of
our democracy. And what's worse, it's incited by the most
important, most privileged position in the United States, the seat
of our president. So, it's absolutely intolerable. It’s
unacceptable. I believe in free speech. I believe in free
demonstration, but it needs to be done with mutual respect. And it
needs to be done within the letter of the law and the rule of law.
And it's up to our public officials to reinforce those principles,
not challenge them and break them down. So, I was appalled by what
I saw and disturbed by it. We sent a letter to our company. We as
leaders are responsible to run after these problems. One of our
core values at SoFi is we run after problems. This is a problem all
of us face, and each one of us has to have that mentality that its
our responsibility to make a difference. It's not someone else's
problem, it's each of our problems. And I think back to what
happened in the greatest atrocities in the world over the last 100
years – and social media platforms are actually making us more
aware of those things today. When I saw the video of the President
of the United States saying what he was saying, I said to myself,
thank God we have Facebook, thank God we have Twitter and Snapchat
and YouTube. Otherwise, we'd be in the dark and allow this type of
behavior to perpetuate itself. And so are others, and so I applaud
them for taking action and running after problems and trying to
find the solution, instead of accepting it and letting it become
the norm. So, that’s how I think about it – sorry go ahead…
WAPNER: No, I wanted you to finish your thought. Forgive
me.
NOTO: No, that's okay. That’s how I think about it. I think
it's important that we all as leaders maintain the foundation of
what has made our country great – and we take responsibility for
doing that and don't wait for someone else to take the action. We
have to run after problems and make the difference.
WAPNER: You went there with social media. You used to be a
high-ranking executive at Twitter, which has shut the President out
now for 12 hours. You don't think Twitter and social media has been
responsible in any way for what we witnessed yesterday?
NOTO: I think we're all responsible. We had a free election.
We elected the administration. We made that choice. We're now
suffering the consequences, so now we have to take another action
and take responsibility for our actions. And we elected a new
president, president-elect Biden. And we should support him. It’s
time for the administration to hand over the flag. The change needs
to happen seamlessly, and it’s our responsibility for making it
happen. We can't blame one person, one organization or one leader.
We the people are responsible for what happened. And we the people
are responsible for fixing it.
WAPNER: You think Twitter made the right decision?
NOTO: I think Twitter is faced with really tough decisions,
and I don't know all the details to weigh in on whether or not this
was the right decision. What i will say is this: we are better as a
country when we can see a leader that is trying to break the
foundation of our democracy – and to be aware of that and see it
firsthand, so it doesn't go unnoticed. So that we can react and
identify the problem. But there becomes a point when the balance
flips over, where the balance of giving the world the visibility of
that and the transparency of that comes at the risk of the people.
And I think we saw that yesterday. And so, I’m with Jack.
WAPNER: I appreciate you coming on today. Congratulations on
the deal. We look forward to talking to you again son.
NOTO: Thank you very much. Really appreciate it. And
Chamath, to Social Capital, we can't thank you enough for all the
support – and the banking and legal teams that have worked around
the clock for months. Thank you.
WAPNER: That's Anthony Noto. Chamath, I'd like to continue
on this line of conversation that we're on now. You were an early
Facebook employee. You've been critical of that company. What are
your thoughts on what Twitter has announced? Facebook now says that
they’re going to ban President Trump throughout the remainder of
his term, which is a couple of weeks. How are you thinking about
this today?
PALIHAPITIYA: I’m really of mixed emotions. Let me just tell
you what I feel as an ex-employee. What I'm thinking to myself is
that if I was working at Facebook today, I would be confused. And
largely because I would wonder what changed from six months ago,
one year ago, 24 months ago and today. The disinformation was the
same. The amount of sort of vitriol that flowed through some of the
groups was the same. Their ability to organize was the same. “Storm
the capitol” existed before they actually stormed the capitol. And
so unfortunately the skeptical part of me says we optimized for
short-term profitability at the sake of our democracy, and what we
left in tatters was any sense that there was any sort of moral or
ethical imperative that would govern decision making at that
company. And so that saddens me, saddens me for the people that
work there. As a business person, I think we're also slightly to
blame because we've sort of said that that's okay, because we've
been enamored with the short-term profitability of Facebook. So, I
think in a nutshell, that Anthony is right that we are collectively
a part of this problem. I don't think it's theirs of their own
making. You know, if the feedback loop to Facebook was fix this
problem otherwise we will sell your stock, they would have fixed it
a long time ago. Instead, it was you're rich, get richer, we'll
support you and this is what happens, Scott.
WAPNER: Roger McNamee – who I know that you know – said
earlier on the record, where called what Facebook has done… and
he's been a notable critic to say the least, he called it an act of
desperation, echoing your words that the kind of things that we've
seen on Facebook have gone on for too long, he said, Chris Sacca,
an early Twitter investor, who has been in the Shark Tank as well,
I know you Chris, too. he was more explicit in his criticism:
"You've got blood on your hands, Jack and Zuck. For four years
you've rationalized this terror. Inciting violent treason is not a
free speech exercise. If you work at those companies, it’s on you
too. Shut it down.”
PALIHAPITIYA: Scott, Scott. I think we need to make a very
clear distinction here. I think Twitter and Facebook are two
different products. The thing with Twitter is that I think they are
actually less to blame. And the reason is because the product is
designed for everybody to be able to follow everybody else. So
there is an incredible free flow of information. It does create a
different problem, which is how do you construct a healthy social
media diet. But that's what the problem is on Twitter. The problem
on Facebook is different, which is that it amplifies echo chambers
on purpose and by design. And so if you’re somebody for whatever
reason feels disenfranchised, you can find a corner of the internet
where you can amplify your worst fears. And unfortunately, 90
percent of that activity now happens inside of Facebook. The
reality is that I think we've all realized after today that Section
230 is a fig leaf, that there is no way that these companies can
hide behind it, that Facebook is a publisher, that they should be
held to the same account as any television station or any
newspaper. And that's okay. And they should just figure out how to
adapt the product and move on. The thing about today which I think
is just unfortunate, is back pedaling is kind of spineless. Right,
for example, Kelly Loeffler can't go into the floor of the Senate
and all the sudden change her mind, because there was rioting and
four deaths. That’s what it took. It didn't change the actual
perspective of whether there was voter fraud or not. And so, all of
these fig leaves, people see through them and people know them to
be fake. And so, we just have to have a real come to Jesus in this
country about what is really important.
WAPNER: Just to put a button on it before we take a quick
break, you think Section 230 should be repealed?
PALIHAPITIYA: I think Section 230 needs to change and I
think that these social media companies need to be dealt with as
publishers. I think at the front of the line is Facebook, because
they are algorithmically designing. There are people inside of that
company that are building these things that are amplifying the
lobotomization, the intellectual cornering of people so that they
cannot learn what is really happening, so that their worst fears
and their worst concerns are amplifying. And we need to do a better
job of understanding that that diet is unhealthy, that now that you
sell cigarettes that cause cancer, there needs to be labels, they
need to be put behind the counter. They need to be far away from a
children's reach. These things need to happen and the equivalent
version of that, that drives this decision-making online is Section
230. It has to change.
WAPNER: Alright, we’ll take a quick break. We do have much
more ahead with Chamath Palihapitiya.
# # #
IMPORTANT LEGAL INFORMATION
Additional Information and Where to Find It
This document relates to a proposed transaction between SoFi and
SCH. This document does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. SCH intends to file a
registration statement on Form S-4 with the SEC, which will include
a document that serves as a prospectus and proxy statement of SCH,
referred to as a proxy statement/prospectus. A proxy
statement/prospectus will be sent to all SCH shareholders. SCH also
will file other documents regarding the proposed transaction with
the SEC. Before making any voting decision, investors and security
holders of SCH are urged to read the registration statement, the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to obtain free copies
of the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by SCH through the website maintained by the SEC at
www.sec.gov.
The documents filed by SCH with the SEC also may be obtained free
of charge at SCH’s website at
http://www.socialcapitalhedosophiaholdings.com/docse.html or upon
written request to 317 University Ave, Suite 200, Palo Alto,
California 94301.
Participants in Solicitation
SCH and SoFi and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from SCH’s shareholders in connection with the proposed
transaction. A list of the names of such directors and executive
officers and information regarding their interests in the business
combination will be contained in the proxy statement/prospectus
when available. You may obtain free copies of these documents as
described in the preceding paragraph.
Cautionary Statement Forward-Looking Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between SoFi and SCH. These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this document, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of SCH’s securities, (ii) the risk that the transaction may not be
completed by SCH’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by SCH, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the adoption of the
Merger Agreement by the shareholders of SCH, the satisfaction of
the minimum trust account amount following redemptions by SCH’s
public shareholders and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third party valuation in
determining whether or not to pursue the proposed transaction, (v)
the inability to complete the PIPE Investment, (vi) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on SoFi’s business
relationships, operating results, and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of SoFi and potential difficulties in SoFi employee
retention as a result of the transaction, (ix) the outcome of any
legal proceedings that may be instituted against SoFi or against
SCH related to the Merger Agreement or the proposed transaction,
(x) the ability to maintain the listing of SCH’s securities on a
national securities exchange, (xi) the price of SCH’s securities
may be volatile due to a variety of factors, including changes in
the competitive and highly regulated industries in which SCH plans
to operate or SoFi operates, variations in operating performance
across competitors, changes in laws and regulations affecting SCH’s
or SoFi’s business and changes in the combined capital structure,
(xii) the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, and (xiii) the risk
of downturns and a changing regulatory landscape in the highly
competitive industry. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of SCH’s registration on Form S-1 (File Nos. 333-248915 and
333-249396), the registration statement on Form S-4 discussed above
and other documents filed by SCH from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and SoFi and SCH assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
SoFi nor SCH gives any assurance that either SoFi or SCH, or the
combined company, will achieve its expectations.
