IPOE Social Capital Hedosophia Holdings Corp V

1	NAMES OF REPORTING PERSONS
	Delaware Project 10 L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			83,216,977
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			83,216,977
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	83,216,977
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.0%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Based on 922,103,100 Shares outstanding on June 30, 2022, as reported by the Issuer in its Form S-3 Registration Statement filed with the SEC on July 15, 2022.

 

(The terms used above are defined in the Explanatory Note of this Schedule 13D Amendment, and in Items 1, 2 and 6 of the Schedule 13D).

1	NAMES OF REPORTING PERSONS
	SoftBank Group Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			83,216,977
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			83,216,977
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	83,216,977
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.0%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Based on 922,103,100 Shares outstanding on June 30, 2022, as reported by the Issuer in its Form S-3 Registration Statement filed with the SEC on July 15, 2022.

 

(The terms used above are defined in the Explanatory Note of this Schedule 13D Amendment, and in Items 1, 2 and 6 of the Schedule 13D).

EXPLANATORY NOTE

 

This Amendment No. 4 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 8, 2021, as amended by the Schedule 13D Amendment No. 1 filed with the SEC on July 23, 2021, Schedule 13D Amendment No. 2 filed with the SEC on November 15, 2021 and Schedule 13D Amendment No. 3 filed with the SEC on April 1, 2022  (as amended by the Schedule 13D Amendment, the “Schedule 13D”), is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank”), and its wholly owned subsidiary Delaware Project 10 L.L.C, a Delaware limited liability company (“Project 10 LLC”, and together with SoftBank, the “Reporting Persons”), with respect to the common stock, par value $0.0001 per share (the “Shares”), of SoFi Technologies, Inc., a Delaware corporation (the “Issuer”).

 

Other than as set forth below, all Items in the Schedule 13D are materially unchanged.  Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

 

 

Item 2 of the Schedule 13D is hereby amended such that all references to Appendices A-1 and A-4 contained within Item 2 shall refer to the Appendices included with this Schedule 13D Amendment.

 

 

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

 

Item 5 of this Schedule 13D is hereby incorporated by reference.

The Reporting Persons have determined to sell some or all of their holdings of Shares of the Issuer in the open market, in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.  The number of shares the Reporting Persons ultimately sell and the timing thereof will depend on many factors, including the trading market for the Shares at prices that would make the sale of Shares desirable, the availability of vehicles other than open market sales through which Shares can be sold, general market and economic conditions, and other factors the Reporting Persons deem relevant.

Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed in Appendices A-1 or A-4 attached to the Schedule 13D, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto.

 

Item 5 of the Schedule 13D is hereby amended and supplemented to include the following:

 

(a)-(b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D Amendment is incorporated herein by reference.  Project 10 LLC beneficially owns 83,216,977 Shares, which represents approximately 9.0% of the 922,103,100 Shares outstanding as of June 30, 2022, as reported by the Issuer in its Form S-3 Registration Statement filed with the SEC on July 15, 2022.  Project 10 LLC is an indirect, wholly owned subsidiary of SoftBank.  As a result, SoftBank may be deemed to beneficially own the shares of Common Stock beneficially owned by Project 10 LLC.

 (c) On August 5, 2022, the Reporting Persons sold 5,381,785 Shares at a weighted average price of $7.99, with sales prices ranging from $7.82 to $8.26.  On August 8, 2022, the Reporting Persons sold 6,683,133 Shares at a weighted average price of $8.17, with sales prices ranging from $7.88 to $8.48.  The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Item 5(c).

Other than the sale of Shares in the open market transactions described above, neither the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the persons set forth on Appendices A‑1 and A-4, has effected any transaction in Shares during the past sixty (60) days.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 8, 2022

 

APPENDIX A-1

EXECUTIVE OFFICERS AND DIRECTORS

OF

SOFTBANK GROUP CORP.

Set forth below is a list of each executive officer and director of SoftBank Group Corp. setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

APPENDIX A-4

MANAGERS

OF

DELAWARE PROJECT 10 L.L.C.

Set forth below is a list of each manager of Delaware Project 10 L.L.C. setting forth the citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.

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