Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 08 2021 - 5:29PM
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.
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