Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 08 2021 - 05:29PM
Edgar (US Regulatory)
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: Social Finance, Inc.
Commission File No. 001-39606
TWITTER POST FROM SOFI
DATE/TIME: Thursday, January 7th at 1 PM ET

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.