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-6
of the Securities Exchange
Act of 1934
Subject Company: Social
Finance, Inc.
Commission File No. 001-39606
Social Capital Hedosophia
(NYSE: IPOE) Recommends Shareholders Vote in Favor of the Proposed Business Combination with SoFi
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Extraordinary
general meeting of IPOE shareholders to approve proposed business combination with SoFi to be held on May 27, 2021 at 12 p.m. ET
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Shareholders
as of the close of business on April 29, 2021 should vote their shares, no matter how many shares they own
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For assistance voting your shares, please visit voteIPOE.com or contact Morrow Sodali LLC, Social Capital Hedosophia
Holdings Corp. V’s proxy solicitor, toll-free at +1.800.460.1014, or send a message to
IPOE.info@investor.morrowsodali.com
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PALO ALTO, Calif. — May 20, 2021 – Social
Capital Hedosophia Holdings Corp. V (“SCH” or the “Company”) (NYSE: IPOE), a publicly traded special purpose
acquisition company, recommends its shareholders vote in favor of the Company’s proposed business combination with Social
Finance, Inc. (“SoFi”), a leading next-generation financial services platform, and the related proposals described in
the Company’s definitive proxy statement dated May 7, 2021 (the “Proxy Statement”), at SCH’s extraordinary
general meeting (the “extraordinary general meeting”). The extraordinary general meeting will be held at 12 p.m.
Eastern Time on May 27, 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo
Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/socialcapitalhedosophiaholdingsv/sm2021, as further
described in the Proxy Statement. Shareholders will
be permitted to attend the extraordinary general meeting in person only to the extent consistent with, or permitted by, applicable
law and directives of public health authorities, and we strongly urge you to attend the extraordinary general meeting virtually.
IPOE shareholders as of April 29, 2021, the record date for the extraordinary
general meeting (the “record date”), are entitled to vote their shares either in person or by proxy card to ensure that their
shares will be represented at the extraordinary general meeting.
Every shareholder’s vote is important, regardless of the
number of shares held. As such, all shareholders as of the record date are encouraged to vote as soon as possible.
Voting is easy and free:
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Vote
Online (Highly Recommended): Follow the instructions provided by your broker, bank or other nominee on the Voting Instruction
Form mailed (or emailed) to you. You will need your voting control number, which is included on the Voting Instruction Form to
vote online.
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Vote
by Telephone: Follow the instructions provided by your broker, bank or other nominee on the Voting Instruction Form mailed (or
emailed) to you. You will need your voting control number, which is included on the Voting Instruction Form to vote
via automated telephone service.
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Additionally,
you can also vote by Mail: Follow the instructions provided by your broker, bank or other nominee on the Voting Instruction
Form mailed (or emailed) to you. You will need your voting control number, which is included on the Voting Instruction
Form mailed (or emailed) to you in order to vote by mail.
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Be sure to:
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Mark,
sign and date your Voting Instruction Form;
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Fold
and return your Voting Instruction Form in the postage-paid envelope provided; and
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Return
your Voting Instruction Form prior to the date of the extraordinary general meeting.
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Additional information is available at voteIPOE.com
YOUR VOTING CONTROL NUMBER IS FOUND ON YOUR VOTING INSTRUCTION
FORM. If you did not receive or misplaced your Voting Instruction Form, contact your bank, broker or other nominee for a replacement
or to obtain your control number in order to vote. A bank, broker or other nominee is a person or firm that acts as an intermediary between
an investor and the stock exchange, who can help you vote your shares.
IPOE Shareholder FAQ
How do I vote my shares?
If your shares were held in “street name” (meaning you
purchased through a broker, bank or other nominee) as of the close of business on April 29, 2021, contact them immediately to obtain
your control number and instructions to vote via the internet, by telephone or by mail.
Can I still vote if I no longer own my shares?
Yes, if you owned shares as of the close of business on April 29,
2021, the record date for the extraordinary general meeting, and unless you grant a proxy to the transferee, you can still vote your
shares even if you no longer own them.
Can I vote if I bought my shares AFTER the record date of April
29, 2021?
No, you can only vote shares you held as of April 29, 2021. You cannot
vote any shares you may have bought after April 29, 2021.
Can I vote if I own only a small quantity of shares?
Yes, shareholders of all sizes are encouraged to vote. If you owned
shares as of the close of business on April 29, 2021, the record date for the extraordinary general meeting, you are eligible to vote
your shares – no matter how many you own.
Where can I find my voting control number?
Your voting control number is the number provided in large bold text
on your Voting Instruction Form that was mailed (or emailed) to you with your proxy materials. If your shares are held by a bank, broker
or other nominee, and you cannot locate your control number, you will need to contact them to obtain your control number.
What is the deadline for casting my vote?
All shareholder votes must be cast as soon as possible before May
27, 2021.
How do I attend the extraordinary general meeting on May 27, 2021
at 12 p.m. ET?
The extraordinary general meeting will be held at the offices of Skadden,
Arps, Slate, Meagher & Flom LLP at 525 University Ave, Palo Alto, CA 94301 and virtually via live webcast at https://www.cstproxy.com/socialcapitalhedosophiaholdingsv/sm2021.
Please follow the instructions in the Proxy Statement for how to register to attend the extraordinary general meeting.
We strongly urge you to attend the extraordinary general meeting virtually.
What happens to my shares of IPOE if the transaction is approved
and completed?
Your shares in IPOE will immediately convert to shares in the merged
entity, which will trade under the stock ticker “SOFI”.
What if I have other questions?
If you need assistance with voting your shares, please call Morrow
Sodali LLC, SCH’s proxy solicitor, toll-free at +1.800.460.1014, or email them at IPOE.info@investor.morrowsodali.com.
About Social Capital Hedosophia V
Social Capital Hedosophia V is a partnership between the investment
firms of Social Capital and Hedosophia. Social Capital Hedosophia Holdings unites technologists, entrepreneurs and technology-oriented
investors around a shared vision of identifying and investing in innovative and agile technology companies. To learn more about Social
Capital Hedosophia, visit www.socialcapitalhedosophiaholdings.com.
About SoFi
SoFi helps people achieve financial independence to realize their
ambitions. Our products for borrowing, saving, spending, investing and protecting give our over 1.8 million members fast access to tools
to get their money right. SoFi membership comes with the key essentials for getting ahead, including career advisors and connection to
a thriving community of like-minded, ambitious people. SoFi is also the naming rights partner of SoFi Stadium, home of the Los Angeles
Chargers and the Los Angeles Rams. For more information, visit www.sofi.com or download our iOS and Android apps.
IMPORTANT LEGAL INFORMATION
Additional Information and Where to Find It
This communication relates to a proposed transaction
between Social Capital Hedosophia Holdings Corp. V ("SCH") and Social Finance, Inc. ("SoFi"). 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 Business Combination, SCH filed a registration statement on
Form S-4, as amended (the “Form S-4”), with the U.S. Securities and Exchange Commission (the “SEC”).
The Form S-4 includes a document that serves as a prospectus and proxy statement of SCH, referred to as a proxy statement/prospectus,
that is both the proxy statement/prospectus which has been distributed to SCH’s shareholders in connection with SCH’s solicitation
of proxies for the vote by SCH’s shareholders with respect to the proposed transaction as described in the Form S-4 as well as
the prospectus relating to the offer of the securities to be issued to SCH's security holders in connection with SCH's proposed domestication
as a Delaware corporation in connection with the Business Combination as described in the Form S-4. SCH also will file other documents
regarding the Business Combination with the SEC. Before making any voting decision, investors and security holders of SCH are urged to
read the Form S-4 and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination
as they become available because they will contain important information about the proposed transaction. SCH has mailed a definitive
proxy statement/prospectus and other relevant documents to its shareholders of record as of April 29, 2021, the record date established
for the extraordinary general meeting of stockholders relating to the Business Combination.
Investors and security holders may obtain free
copies of the Form S-4 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.
Cautionary Statement Regarding 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 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 communication, 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 Agreement and Plan of Merger, dated as of January
7, 2021, as amended on March 16, 2021 (as it may be further amended, 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 in connection with the transaction, (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 Annual Report on Form 10-K, as amended, the 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.
Contacts
SoFi:
SoFi Investor Relations
Investors
ir@sofi.org
Media
Rachel Rosenzweig
SoFi
rrosenzweig@sofi.org
+1.847.421.2093
Social Capital Hedosophia Holdings Corp. V:
Media
Sara Evans / Kerry Golds
Finsbury Glover Hering
sara.evans@fgh.com / kerry.golds@fgh.com
+1.917.344.9279 / +1.646.957.2279
Jonathan Gasthalter / Carissa Felger
Gasthalter & Co.
SCH@gasthalter.com
+1.212.257.4170
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