425 1 tm2111088d1_425.htm 425


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



SoFi to give amateur investors early access to IPOs in break from Wall Street tradition



Kate Rooney@KR00NEY


·Online finance start-up SoFi is offering average investors a way to buy shares of companies as they go public.


·IPO shares have historically been set aside for Wall Street’s institutional investors or high-net worth individuals.


·“Main Street will have access to investing in a way they wouldn’t have before,” said SoFi CEO Anthony Noto.


·SFY+0.05 (+0.35%)


Anthony Noto, CEO of SoFi 

Anthony Noto, CEO of SoFi

Adam Jeffery | CNBC





Online finance start-up SoFi is lowering the barrier for amateur investors to buy shares of companies as they go public.


These IPO shares have historically been set aside for Wall Street’s institutional investors or high-net worth individuals. Retail traders don’t have a way to buy into newly listed companies until those shares begin actually trading on the exchange. By that time, the price has often gapped higher.


“Main Street will have access to investing in a way they wouldn’t have before,” SoFi CEO Anthony Noto said in a phone interview. “It gives more differentiation, and more access so people can build diversified portfolios.”


SoFi itself will be an underwriter in these deals, meaning it works with companies to determine a share price, buys securities from the issuer then sells them back to certain investors. It’s common for brokerage firms to get a portion of IPO shares in that process. But they don’t typically offer them to the everyday investor.


Noto worked on more than 50 IPOs, including Twitter’s debut, in his former role as partner and head of the technology media and telecom group at Goldman Sachs. Firms like Goldman generate revenue from Wall Street funds, which often choose to get in on an IPO “based on the access they get to that unique product,” he said.





“Individual investors don’t generate those types of revenues, therefore they don’t get access to the unique product,” Noto said. “The cost of serving retail, if they did decide to do that, would be too high.”


SoFi clients who have at least $3,000 in account value will be able enter the amount of shares they want as a “reservation.” The app will alert them when it’s time to confirm an order.


Trading app Robinhood is working on a similar platform to offer access to initial public offerings, including its own upcoming debut, according to Reuters. Robinhood declined to comment.


SoFi is set to go public by merging with a blank-check company run by venture capital investor Chamath Palihapitiya. The merger with Social Capital Hedosophia Corp V valued SoFi at $8.65 billion. The company 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.


SoFi’s IPO product comes on the heels of record levels of new, younger traders entering the stock market during the pandemic. That surge has continued into 2021, marked by frenzied trading around so-called meme stocks like GameStop.


Noto said less than 1% of SoFi accounts are “active traders” that trade more than three times per day and the company has held off on offering margin or options trading. Still, he acknowledged the current risk appetite of some retail investors and the dangers of diving into new, unproven companies as they go public.


“Investing early is inherently ... risky, and those are less-proven companies,” Noto said. “In the same way as cryptocurrency, we disclose to people that these come with a higher degree of risk.”


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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.