As filed with the Securities and Exchange Commission on June 22, 2021
Registration No. 333-257092
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SoFi Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
6199
98-1547291
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
234 1st Street
San Francisco, California 94105
(855) 456-7634
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Christopher Lapointe
Chief Financial Officer
SoFi Technologies, Inc.
234 1st Street
San Francisco, California 94105
(855) 456-7634
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jocelyn M. Arel, Esq.
Benjamin K. Marsh, Esq.
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, New York 10018
(212) 813-8800
Robert Lavet
General Counsel and Secretary
SoFi Technologies, Inc.
234 1st Street
San Francisco, California 94105
(855) 456-7634
Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.



Explanatory Note
SoFi Technologies, Inc. is filing this Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”) (File No. 333-257092) solely for the purpose of filing exhibits 5.1, 5.2, 23.3 and 23.4. No changes have been made to the preliminary prospectus constituting Part I of the Registration Statement and, therefore, it has been omitted, or to Part II of the Registration Statement (other than to reflect in the Exhibit Index the filing of the aforementioned exhibits).



PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
The financial statements filed as part of this Registration Statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.
Exhibit No. Description
1.1## Form of Underwriting Agreement
2.1+
2.2
2.3*
3.1
3.2
4.1
4.2
4.3
5.1**
5.2**
10.1
10.2
10.3
10.4
10.5
10.6
II-1


10.7
10.8
10.9#
10.10#
10.11
10.12†*
10.13*
10.14*
10.15*
10.16#*
10.17#*
10.18#*
10.19#*
10.20#*
10.21#*
10.22#*
10.23#*
10.24#
16.1
21.1
23.1*
23.2*
23.3**
23.4**
24.1*
__________________
*Previously filed.
**Filed herewith.
+      Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
†      Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
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#      Indicates a management contract or any compensatory plan, contract or arrangement.
##    To be filed, if necessary, subsequent to the effectiveness of this Registration Statement by amendment or incorporated by reference pursuant to a Current Report on Form 8-K in connection with the offering of securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 22, 2021.
SOFI TECHNOLOGIES, INC.
By:
/s/ Christopher Lapointe
Name: Christopher Lapointe
Title: Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on June 22, 2021.
Signature Title
*
Director and Chief Executive Officer
(Principal Executive Officer)
Anthony Noto
/s/ Christopher Lapointe
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
Christopher Lapointe
*
Director
Ahmed Al-Hammadi
*
Director
Ruzwana Bashir
*
Director
Michael Bingle
*
Director
Michel Combes
*
Director
Richard Costolo
*
Director
Steven Freiberg
*
Director
Tom Hutton
*
Director
Clara Liang
*
Director
Carlos Medeiros
*
Director
Harvey Schwartz
*
Director
Clay Wilkes
*
Director
Magdalena Yeşil



*By:
/s/ Christopher Lapointe
Christopher Lapointe
Attorney-in-Fact
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