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
Fintech
start-up SoFi to go public via SPAC backed by Chamath Palihapitiya
PUBLISHED
THU, JAN 7 202111:58 AM ESTUPDATED THU, JAN 7 20218:51 PM EST
Kate Rooney@KR00NEY
KEY
POINTS
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Fintech
start-up SoFi says it will merge with a special purpose acquisition company, or SPAC,
backed by venture capital investor Chamath Palihapitiya.
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The
merger with Palihapitiya’s SPAC values SoFi at $8.65 billion.
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Palihapitiya
has taken multiple companies public through SPACs, including Virgin Galactic.
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Online finance
start-up SoFi is set to go public by merging with a blank-check company run by venture capital investor Chamath Palihapitiya,
the companies announced Thursday.
The merger with
Palihapitiya’s SPAC, Social Capital Hedosophia Corp V, will value SoFi at $8.65 billion.
SoFi, short for
Social Finance, was last valued at $5.7 billion in private markets, and has raised cash from venture capital giants such as SoftBank
and Peter Thiel, according to PitchBook.
Shares of the
SPAC buying SoFi surged in Thursday trading after the announcement. Reuters first reported the deal.
Special purpose
acquisition companies, known as SPACs, raise money through a shell company to buy an existing company. It’s an increasingly
popular way for late-stage, venture-backed start-ups to list on public markets quickly.
Palihapitiya
— an early executive at Facebook — has taken multiple companies public through SPACs including Virgin Galactic
Holdings in late 2019. Another blank-check company founded by Palihapitiya merged with SoftBank-backed Opendoor Labs last
month, while a deal to take Clover Health public through a shell company also closed Thursday.
SoFi was an attractive
bet based on its ability to meet the needs of mobile-first consumers and lower the cost of banking through technology, according
to Palihapitiya. He likened SoFi’s disruption in banking tech to Amazon.
“What I
did was systematically try to future out what was broken in banking, and try to figure out which company was the best representative
of the solution people wanted,” Palihapitiya, founder and CEO of Social Capital Hedosophia V, told CNBC’s “Halftime
Report” on Thursday. “SoFi was the top of the list when I looked across all the companies.”
SoFi was founded
in 2011 with a focus on student loan refinancing for millennials and now offers stock and cryptocurrency trading, personal and
mortgage loans, and wealth management services. The company is run by CEO Anthony Noto, Twitter’s former chief operating
officer and a former managing director at Goldman Sachs.
The San Francisco-based
company also signed a 20-year deal to call the Los Angeles football compound “SoFi Stadium.” SoFi is an
official partner of both LA football teams, as well as a partner of the performance venue and surrounding entertainment district.
Noto, also former
CFO of the National Football League, said “deal certainty” was among the reasons SoFi chose to go with a SPAC instead
of the traditional IPO process. As the economy moves online during the coronavirus pandemic, he highlighted SoFi’s
strategic advantage of building a mobile-first financial company.
“We create
faster experiences, provide better selection, content and convenience to really capture those looking for that banking experience
online,” Noto told CNBC.
SoFi ranked
No. 8 on last year’s CNBC Disruptor 50 list.
--- CNBC’s
Scott Wapner contributed reporting.
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.
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