Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 19 2021 - 5:28PM
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
IMPORTANT LEGAL INFORMATION
Additional Information and Where to
Find It
This communication relates to a proposed
transaction between SoFi and Social Capital Hedosophia. This communication 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. In connection with the transaction, Social Capital Hedosophia filed a registration statement on Form S-4 with
the Securities and Exchange Commission (“SEC”) on January 11, 2021, which includes a document that serves as a prospectus
and proxy statement of Social Capital Hedosophia, referred to as a proxy statement/prospectus. The proxy statement/prospectus will
be sent to all Social Capital Hedosophia shareholders. Social Capital Hedosophia also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision, investors and security holders of Social Capital Hedosophia 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 may 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 Social Capital Hedosophia through the website maintained by the SEC at www.sec.gov.
The documents filed by Social Capital Hedosophia with the SEC
also may be obtained free of charge at Social Capital Hedosophia’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
Social Capital Hedosophia and SoFi and
their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Social Capital
Hedosophia’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 is contained in the proxy statement/prospectus.
You may obtain free copies of these documents as described in the preceding paragraph.
Cautionary Statement Forward-Looking
Statements
This communication contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed transaction between SoFi and Social
Capital Hedosophia. 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 Social Capital Hedosophia’s securities, (ii) the risk
that the transaction may not be completed by Social Capital Hedosophia’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline if sought by Social Capital Hedosophia, (iii) the failure
to satisfy the conditions to the consummation of the transaction, including the adoption of the Agreement and Plan of Merger,
by and between Social Capital Hedosophia, Plutus Merger Sub Inc. and Social Finance, Inc., dated as of January 7, 2021 (the “Merger
Agreement”) by the shareholders of Social Capital Hedosophia, the satisfaction of the minimum trust account amount following
redemptions by Social Capital Hedosophia’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 investments described above, (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 Social Capital Hedosophia related to the Merger Agreement
or the proposed transaction, (x) the ability to maintain the listing of Social Capital Hedosophia’s securities on a national
securities exchange, (xi) the price of Social Capital Hedosophia’s securities may be volatile due to a variety of factors,
including changes in the competitive and highly regulated industries in which Social Capital Hedosophia plans to operate or SoFi
operates, variations in operating performance across competitors, changes in laws and regulations affecting Social Capital Hedosophia’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 Social Capital Hedosophia’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 Social Capital Hedosophia 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 Social Capital Hedosophia
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 Social Capital Hedosophia gives any assurance that either SoFi or Social Capital
Hedosophia, or the combined company, will achieve its expectations.
Social Capital Hedosophi... (NYSE:IPOE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Social Capital Hedosophi... (NYSE:IPOE)
Historical Stock Chart
From Sep 2023 to Sep 2024