Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
29 March 2021 - 9:08PM
Edgar (US Regulatory)
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
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, as
amended on March 16, 2021 (as it may be further amended, 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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