Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 19 2021 - 05:31PM
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.