Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 13 2021 - 6:05AM
Edgar (US Regulatory)
HomeFAQHow to Vote Frequently
Asked Questions How do I know if I am eligible to vote? If you are an IPOE shareholder and purchased your shares on or before April 29,
2021 you are eligible to vote. What am I being asked to vote on? SCH is seeking shareholder approval for its proposed merger with SoFi.
As an IPOE shareholder, you have the right to cast your vote on whether to approve this transaction. Completion of the transaction requires
the approval of the shareholders. How do I cast my vote? Click here for instructions on how to cast your vote. What is the deadline for
casting my vote? All shareholder votes must be cast as soon as possible before May 27, 2021.
How does SCH recommend I cast
my vote? The board of directors of SCH unanimously approved the proposed transaction and recommends that shareholders vote to approve.
Click here to read a letter from the Chairman of Social Capital Hedosophia, Chamath Palihapitiya What happens if shareholders approve
the transaction? If the shareholders approve the transaction, SCH will move to complete its merger with SoFi, subject to customary closing
conditions, including any applicable regulatory approvals. Upon close, SoFi will begin trading as a publicly-listed company under the
ticker symbol “SoFi.” 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 happens if shareholders
decline to approve the transaction? If shareholders do not vote to approve the transaction, the merger with SoFi will not proceed. Since
the merger was announced, the IPOE share price has risen by over 35%1. To continue to participate in the value creation opportunity offered
by SoFi, shareholders like you must vote to approve the merger.Copyright 2021 Additional Information and Where to Find It 1 Based on
IPOE stock price at closing on April 30, 2021. This communication relates to a proposed transaction between IPOE and 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 proposed transaction, IPOE has 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 IPOE, referred to as a proxy statement/prospectus. The proxy
statement/prospectus has been distributed to IPOE’s shareholders in connection with IPOE's solicitation of proxies for the vote
by IPOE'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 IPOE's security holders in connection with IPOE's proposed domestication as a Delaware corporation
in connection with the proposed transaction as described in the Registration Statement. IPOE 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. SHAREHOLDERS AND OTHER SECURITY HOLDERS OF IPOE ARE ADVISED 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 CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. 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 IPOE through
the website maintained by the SEC at www.sec.gov/. The documents filed by IPOE with the SEC also may be obtained free of charge at IPOE’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 IPOE. 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 IPOE’s securities, (ii) the risk that the transaction may not be completed by IPOE’s business combination deadline and
the potential failure to obtain an extension of the business combination deadline if sought by IPOE, (iii) the failure to satisfy the
conditions to the consummation of the transaction, including the adoption of the Agreement and Plan of Merger (as amended, the “Merger
Agreement”), dated as of January 7, 2021, as amended on March 16, 2021, by and among IPOE, Plutus Merger Sub Inc. and SoFi, by
the shareholders of IPOE, the satisfaction of the minimum trust account amount following redemptions by IPOE’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 IPOE
related to the Merger Agreement or the proposed transaction, (x) the ability to maintain the listing of IPOE’s securities on a
national securities exchange, (xi) the price of IPOE’s securities may be volatile due to a variety of factors, including changes
in the competitive and highly regulated industries in which IPOE plans to operate or SoFi operates, variations in operating performance
across competitors, changes in laws and regulations affecting IPOE’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 it may be amended,
the registration statement on Form S-4 discussed above, as it may be amended, 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 IPOE 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 IPOE gives any assurance that either SoFi or IPOE, or the combined company, will achieve its expectations.
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