Item 7.01 Regulation FD Disclosure.
On January 7, 2021,
SCH and SoFi issued a joint press release (the "Press Release") announcing
the execution of the Merger Agreement and the PIPE Investment. The Press Release is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
Attached as Exhibit
99.2, Exhibit 99.3 and Exhibit 99.4 and incorporated herein by reference are the investor presentations dated January 6, 2021,
for use by SCH in meetings with certain of its shareholders as well as other persons with respect to SCH's proposed transaction
with SoFi, as described in this Current Report on Form 8-K.
The
information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, and is furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference
into the filings of SCH under the Securities Act or the Exchange Act, regardless of any general incorporation language in such
filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information
contained in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.
Additional Information and Where to Find
It
This Current Report on Form 8-K relates
to a proposed transaction between SoFi and SCH. This Current Report on Form 8-K 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
Current Report on Form 8-K 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.