Item 8.01 Other Events.
As previously announced, on January 7,
2021, Social Capital Hedosophia Holdings Corp. V (the “Company”) entered into an Agreement and Plan of Merger, as amended
on March 15, 2021, (the “Merger Agreement”) between the Company, Plutus Merger Sub Inc., a Delaware corporation and
wholly-owned subsidiary of the Company, and Social Finance, Inc., a Delaware corporation (“SoFi”).
On January 11, 2021, pursuant to the Merger
Agreement, the Company filed its registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”),
as amended by Amendment No. 1 to the registration statement on Form S-4 filed with the SEC on February 10, 2021 and Amendment No.
2 to the registration statement on Form S-4 filed with the SEC on March 17, 2021 (the “Form S-4”). On March 17, 2021,
SoFi published a presentation summarizing the contents of SoFi’s audited financial statements for the fiscal year ended December
31, 2020 and the notes related thereto filed with the Form S-4, and the presentation published by SoFi is filed with this Current
Report on Form 8-K as Exhibit 99.1, and is incorporated into this Item 8.01 by reference in its entirety.
Additional Information and Where to Find It
This filing relates to a proposed
transaction between the Company and SoFi. SoFi is currently a party to the Merger Agreement, pursuant to which SoFi will be acquired
by the Company (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”).
This filing 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 Business Combination,
the Company filed the Form S-4. The proxy statement/prospectus will be sent to all of the Company’s shareholders. The Company
also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and
security holders of the Company are urged to read the Form S-4 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 Form S-4 and all other relevant documents filed or that will be filed with the SEC by the Company
through the website maintained by the SEC at www.sec.gov.
The documents filed by the
Company with the SEC also may be obtained free of charge at the Company’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 the Solicitation
The Company and SoFi and their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s
shareholders in connection with the Business Combination. Additional information regarding the interests of those persons and other
persons who may be deemed participants in the proposed transaction may be obtained by reading the Form S-4 regarding the Business
Combination. You may obtain a free copy of these documents as described in the preceding paragraph.
Forward-Looking Statements
This filing contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed transaction between SoFi and the Company.
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 the Company’s securities, (ii) the risk that the transaction may not be completed
by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination
deadline if sought by the Company, (iii) the failure to satisfy the conditions to the consummation of the transaction, including
the adoption of the Merger Agreement by the shareholders of the Company, the satisfaction of the minimum trust account amount following
redemptions by the Company’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 the Company related to the Merger Agreement or the proposed transaction, (x) the
ability to maintain the listing of the Company’s securities on a national securities exchange, (xi) the price of the Company’s
securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in
which the Company plans to operate or SoFi operates, variations in operating performance across competitors, changes in laws and
regulations affecting the Company’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 the Company’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 the Company 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 the Company
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 the Company gives any assurance that either SoFi or the Company, or the combined
company, will achieve its expectations.