SoFi (SOFI) 424B3Prospectus supplement

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

Social Capital Hedosophia Holdings Corp. V is a blank check company incorporated on July 10, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. SCH has neither engaged in any operations nor generated any revenue to date. Based on SCH’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On October 14, 2020, SCH consummated the initial public offering of its units, with each unit consisting of one SCH Class A ordinary share and one-fourth of one public warrant. Simultaneously with the closing of the initial public offering, SCH completed the private sale of 8,000,000 private placement warrants to the Sponsor at a purchase price of $2.00 per private placement warrant, generating gross proceeds to SCH of $16.0 million. The private placement warrants are identical to the warrants sold as part of the units in SCH’s initial public offering except that, so long as they are held by the Sponsor or its permitted transferees, such warrants: (i) will not be redeemable by SCH (except in certain redemption scenarios when the price per SCH Class A ordinary share equals or exceeds $10.00 (as adjusted)); (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of SCH’s initial business combination (including the SCH Class A ordinary shares issuable upon exercise of the warrants); (iii) may be exercised by the holders on a cashless basis; and (iv) are entitled to registration rights (including the SCH Class A ordinary shares issuable upon exercise of the warrants).

Following the closing of SCH’s initial public offering, a total of $805.0 million ($10.00 per unit) of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the trust account. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. As of December 31, 2020, funds in the trust account totaled $805,017,218. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of SCH’s initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend SCH’s amended and restated memorandum and articles of association (a) to modify the substance or timing of SCH’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if SCH does not complete its initial business combination by October 14, 2022, or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of SCH’s public shares if SCH has not completed its initial business combination by October 14, 2022, subject to applicable law.

The SCH units, SCH Class A ordinary shares and SCH warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “IPOE”, “IPOE.U” and “IPOE.WS”, respectively.

SCH’s principal executive office is located at 317 University Ave, Suite 200, Palo Alto, California, 94301. Its telephone number is (650) 521-9007. SCH’s corporate website address is www.SocialCapitalHedosophiaHoldings.com. SCH’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Plutus Merger Sub Inc. (“Merger Sub”) is a Delaware corporation and a wholly owned subsidiary of SCH. The Merger Sub does not own any material assets or operate any business.

SoFi is a Delaware corporation incorporated on April 26, 2011 to offer an innovative approach to the private student loan market by providing student loan refinancing options. SoFi has since developed into a financial services platform, having expanded its lending strategy to offer home loans and personal loans, and introduced non-lending financial products, such as money management and investment product offerings. Additionally, SoFi leverages its financial services platform to empower other businesses. Through strategic acquisitions made during the year ended December 31, 2020, SoFi expanded its investment product offerings into Hong Kong, and also now operates as a platform-as-a-service for a variety of financial service providers, providing the infrastructure to facilitate core customer-facing and back-end capabilities, such as account setup, account funding, direct deposit, authorizations and processing, payments functionality and check account balance features. SoFi’s principal executive office is located at 234 1st Street, San Francisco, California 94105. Its telephone number is (855) 456-7634.

The following is a summary of the proposals to be put to the extraordinary general meeting of SCH and certain transactions contemplated by the Merger Agreement. Each of the proposals below, except the Adjournment Proposal, is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval by SCH’s shareholders of the Business Combination and related agreements and transactions, (ii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) the receipt of certain regulatory approvals (including, but not limited to, approval for listing on Nasdaq of the shares of SoFi Technologies common stock to be issued in connection with the Merger, (iv) that SoFi Technologies has at least $5,000,001 of net tangible assets upon Closing, (v) the Minimum Cash Condition and (vi) the absence of any injunctions.

Other conditions to SoFi’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Domestication has been completed, and (ii) the amount of cash available in the trust account, after deducting the amount required to satisfy SCH’s obligations to its shareholders (if any) that exercise their redemption rights pursuant to the Cayman Constitutional Documents but before the payment of any transaction expenses, and the PIPE Investment Amount, in the aggregate, is at least equal to $900.0 million (the “Minimum Available Cash Amount”).

If the Available Cash (the sum of the Trust Amount and PIPE Investment) is equal to or greater than the Minimum Available Cash Amount, then the Minimum Cash Condition will be deemed to have been satisfied. This condition is for the sole benefit of SoFi. If such condition is not met, and such condition is not or waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will SCH redeem public shares in an amount that would cause SoFi Technologies’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

As a result of and upon the effective time of the Domestication, (i) each of the then issued and outstanding SCH Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of SoFi Technologies common stock, (ii) each of the then issued and outstanding SCH Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of SoFi Technologies common stock; provided, however, that with respect to the SCH Class B ordinary shares held by Sponsor, in connection with the Domestication the Sponsor will instead receive upon the conversion of the SCH Class B ordinary shares held by it, a number of shares of SoFi Technologies common stock equal to (x) the number of SCH Class B ordinary shares held by it as of immediately prior to the Domestication minus (y) after giving effect to the Domestication, the number of shares of SoFi Technologies common stock underlying the Director RSU Award (iii) each then issued and outstanding SCH warrant will convert automatically into a SoFi Technologies warrant, pursuant to the Warrant Agreement and (iv) each of the then issued and outstanding SCH units that have not been previously separated into the underlying SCH Class A ordinary shares and underlying SCH warrants upon the request of the holder thereof, will be canceled and will entitle the holder thereof to one share of SoFi Technologies common stock and one-fourth of one SoFi Technologies warrant.

If the BCA Proposal and the Domestication Proposal are approved, SCH will ask its shareholders to approve by special resolution three separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. SCH’s board has unanimously approved each of the Organizational Documents

and

The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and SCH encourages shareholders to carefully review the information set out in the section entitled “Organizational Documents Proposals” and the full text of the Proposed Organizational Documents of SoFi Technologies.

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the Director Election Proposal. Upon the consummation of the Business Combination, the size of the board of directors of SoFi Technologies will be set at 13 directors, including the 12 director nominees to be considered and voted on pursuant to the Director Election Proposal and one vacancy, as further described elsewhere in this proxy statement/prospectus.

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal and the Incentive Plan Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal.

Assuming the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the 2021 Plan, in order to comply with NYSE Listing Rule 312.03(a) and the Internal Revenue Code.

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the Repurchase Proposal.

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize SCH to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), SCH’s board of directors may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.

SCH was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In evaluating the Business Combination, the SCH board of directors consulted with SCH’s management and considered a number of factors. In particular, the SCH board of directors considered, among other things, the following factors, although not weighted or in any order of significance:

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “BCA Proposal — Related Agreements”.

In connection with the execution of the Merger Agreement, SCH entered into a sponsor support agreement, with the Sponsor, each officer and director of SCH and SoFi, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (as amended on March 16, 2021, the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor and each director of SCH agreed, among other things, (i) to vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) not to redeem any shares of SCH common stock owned by them in connection with the transactions contemplated by the Merger Agreement, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement.

In connection with the execution of the Merger Agreement, SCH entered into a support agreement with SoFi and certain stockholders of SoFi, representing, in aggregate, 50.7% of the voting power of the outstanding SoFi capital stock, voting as a single class and on an as-converted basis, as of January 7, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “SoFi Holders Support Agreement”). Pursuant to SoFi Holders Support Agreement, such SoFi Stockholders agreed to, among other things, vote to adopt and approve, following the effectiveness of the Registration Statement, the Merger Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of SoFi Holders Support Agreement.

The Merger Agreement contemplates that, at the Closing, SoFi Technologies, the Sponsor and certain former stockholders of SoFi (the “SoFi Holders”) will enter into the Shareholders’ Agreement, pursuant to which (i) following the Closing, SoFi Technologies will enter into a share repurchase agreement with SoftBank Group Capital Limited (the “Share Repurchase Agreement”) committing SoFi Technologies to repurchase, in the aggregate, $150 million of shares of SoFi Technologies common stock owned by the SoftBank Investors (as defined in the Shareholders’ Agreement) at a price per share equal to $10.00. Following such repurchase, in the event the combined ownership of shares of SoFi Technologies common stock by the SoftBank Investors and Renren SF Holdings Inc., or their affiliates, exceeds 24.9% (or 14.9%, if the Board of Governors of the Federal Reserve System has provided written notice to SoFi Technologies that the SoftBank Investors, Renren SF Holdings Inc. and their respective affiliates, must own or control, collectively, 14.9% or less of the voting power of any class of voting securities of SoFi Technologies in order for any of the SoftBank Investors, Renren SF Holdings Inc. or their respective affiliates to not “control” SoFi Technologies (within the meaning of the Bank Holding Company Act of 1956, as amended)), the SoftBank Investors will convert a number of shares of SoFi Technologies common stock into non-voting common stock such that, the combined ownership of the SoftBank Investors, Renren SF Holdings Inc. and their affiliates will not exceed such threshold. Shares of SoFi Technologies non-voting common stock will automatically convert into SoFi Technologies voting common stock (i) as a result of transfers of shares of SoFi Technologies non-voting common stock (A) in which no transferee (or group of associated transferees) would receive two percent (2%) or more of the outstanding securities of any class of voting securities of SoFi Technologies, (B) to a transferee that would control more than fifty percent (50%) of every class of voting securities of SoFi Technologies without any such transfer, (C) to SoFi Technologies and (D) in a widespread public distribution, and (ii) in connection with any issuances of SoFi Technologies voting common stock, at the election of any SoftBank Investor, whereby SoFi Technologies non-voting common stock held by such SoftBank Investor may be converted into the same number of shares of SoFi Technologies voting common stock so long as such SoftBank Investor does not acquire a higher percentage of the outstanding SoFi Technologies voting common stock than such SoftBank Investor controlled immediately prior to such issuance. Based on the beneficial ownership of SoFi common stock by the SoftBank Investors, Renren SF Holdings Inc. and their affiliates as of December 31, 2020, and assuming (x) SoFi Technologies issues 684,503,581 shares of SoFi Technologies common stock in connection with the Business Combination and (y) SoFi Technologies repurchases 15 million shares of SoFi Technologies common stock owned by the SoFi Investors in the repurchase pursuant to the Share Repurchase Agreement, the expected beneficial ownership of shares of SoFi Technologies common stock by the SoftBank Investors, Renren SF Holdings Inc. and their affiliates immediately following the consummation of the Business Combination and the share repurchase described above would be 142,944,205 or 17.0% of the issued and outstanding shares of SoFi Technologies common stock.

The Shareholders’ Agreement further sets forth the following ongoing board designation rights following the consummation of the Business Combination:

Following the consummation of the Business Combination, the Shareholders’ Agreement also grants, subject to applicable law and qualification of the applicable designees as “independent” pursuant to the Nasdaq Listing Standards, the following designation rights with respect to committees of the SoFi Technologies Board of Directors:

In addition, pursuant to the Shareholders’ Agreement, if, as of the Closing, SoFi Technologies maintains an amount of available cash that exceeds one billion, two-hundred and fifty million dollars $(1,250,000,000) minus the aggregate amount of the net proceeds raised pursuant to that certain Common Stock Purchase Agreement, dated December 30, 2020, by and among SoFi and the investors specified therein, in the aggregate, and the Board of Directors approves the repurchase of SoFi Technologies common stock, then until the earlier of 180 days following the Closing and such time as the amount of such repurchases equals $250 million, SoFi Technologies will offer the Silver Lake Investors, the SoftBank Investors and the QIA Investors the right to sell to SoFi Technologies shares of SoFi Technologies common stock owned by the SoFi Holders at a price per share equal to $10.00.

In connection with the execution of the Merger Agreement, SCH and the Series 1 Holders entered into an Amended and Restated Preferred Stock Investors’ Agreement (the “Series 1 Agreement”), dated as of January 7, 2021, a copy of which is attached to this proxy statement/prospectus as Annex H. The Series 1 Agreement amends and restates in its entirety the Series 1 Preferred Stock Investors’ Agreement, dated as of May 29, 2019, among SoFi and the Series 1 Holders (the “Original Series 1 Agreement”) and assigns all of SoFi’s rights, remedies, obligations and liabilities under the Original Series 1 Agreement to SCH. The Series 1 Agreement will become effective as of and subject to the Closing, except that it became effective as of January 7, 2021 with respect to the cash payment described in the next sentence. The Series 1 Agreement contains financial and other covenants, provides for certain information rights and provides for the cash payment to the Series 1 Holders, immediately upon the Closing, in full satisfaction of the special payment rights set forth in the Original Series 1 Agreement. Each holder of SoFi redeemable preferred stock will be entitled to receive, with respect to each share of SoFi redeemable preferred stock held by such holder as of immediately prior to the Closing, a cash payment equal to the product of (i) the amount (if positive, otherwise zero) by which $19.2952 (as may be adjusted pursuant to the Merger Agreement), exceeds the quotient obtained by dividing (x) the aggregate purchase price payable to SoFi and (y) the aggregate number of shares of SoFi common stock issued, in each case pursuant to the Common Stock Purchase Agreement, dated as of December 30, 2020, by and among the Company and the investors party thereto, multiplied by (ii) the number of shares of Series H Preferred Stock held by such holder as of immediately prior to the Closing. The Series 1 Agreement further provides that if the holders of a majority of the outstanding shares of Series 1 Preferred Stock shall be entitled to appoint a director designated by QIA to the Board of Directors of SoFi Technologies, as provided in the Proposed Certificate of Incorporation, then each Series 1 Investor shall vote such number of shares of Series 1 Preferred Stock as is necessary to ensure that the person designated by QIA is so elected, subject to certain restrictions.

The Merger Agreement contemplates that, at the Closing, SoFi Technologies, the Sponsor, certain affiliates of the Sponsor and certain former stockholders of SoFi (the “SoFi Holders”) will enter into the Registration Rights Agreement, pursuant to which SoFi Technologies will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of SoFi Technologies common stock and other equity securities of SoFi Technologies that are held by the parties thereto from time to time. The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by SCH, the Sponsor and the other parties thereto in connection with SCH’s initial public offering.

The Merger Agreement contemplates that, at the Closing, SoFi Technologies and the Series 1 Investors will enter into the Series 1 Registration Rights Agreement, pursuant to which SoFi Technologies will agree to register for resale, pursuant to Rule 415 under the Securities Act, the Series 1 Preferred Stock.

The Merger Agreement contemplates that, at the Closing, SoFi Technologies, the Sponsor, certain key holders of the Sponsor, and certain SoFi Holders, will agree to restrictions on transfer for up to 180 days, subject to the granting of early release, following the Closing with respect to the shares of SoFi Technologies common stock held by them immediately following the Closing. The Proposed Bylaws contemplate that the SoFi Stockholders will be subject to additional restrictions on transfer for a 30 day period following the Closing.

In connection with the execution of the Merger Agreement, SCH entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 122,500,000 shares of SoFi Technologies common stock at $10.00 per share for an aggregate commitment amount of $1,225,000,000. The obligation of the parties to consummate the purchase and sale of the shares covered by the Subscription Agreement is conditioned upon (i) there not being in force any injunction or order enjoining or prohibiting the issuance and sale of the shares covered by the Subscription Agreement, (ii) there not being any amendment or modification of the terms of the Merger Agreement in a manner that is materially adverse to the PIPE Investor (in its capacity as such), (iii) a customary bringdown of the representations and warranties of the PIPE Investor and SCH in the Subscription Agreement and (iv) the prior or substantially concurrent consummation of the transactions contemplated by the Merger Agreement. The closings under the Subscription Agreements will occur prior to or substantially concurrently with the Closing.

As of the date of this proxy statement/prospectus, there are 100,625,000 ordinary shares issued and outstanding, which include the 20,125,000 founder shares held by the Sponsor and related parties and 80,500,000 public shares. As of the date of this proxy statement/prospectus, there are 28,125,000 warrants outstanding, which include the 8,000,000 private placement warrants held by the Sponsor and 20,125,000 public warrants. Each whole warrant entitles the holder thereof to purchase one SCH Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of SoFi Technologies common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the SCH fully diluted share capital would be 128,750,000 ordinary shares.

It is anticipated that, following the Business Combination, (i) SCH’s public shareholders are expected to own approximately 9.1% (or 9.3% following settlement of the Director RSU Award and Repurchase) of outstanding SoFi Technologies common stock, (ii) SoFi Stockholders are expected to own approximately 74.7% (or 74.2% following settlement of the Director RSU Award and Repurchase) of outstanding SoFi Technologies common stock, (iii) the Sponsor and related parties (including the Sponsor Related PIPE Investors) are expected to collectively own approximately 5.4% (or 5.5% following settlement of the Director RSU Award and Repurchase) of outstanding SoFi Technologies common stock, and (iv) the Third Party PIPE Investors are expected to own approximately 10.8% (or 11.0% following settlement of the Director RSU Award and Repurchase) of outstanding SoFi Technologies common stock. These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination, (ii)  the vesting and exercise of all SoFi Technologies Options for shares of SoFi Technologies common stock, (c) the vesting of all SoFi Technologies RSU Awards and the issuance of shares of SoFi Technologies common stock in respect thereof and (d) that SoFi Technologies issues shares of SoFi Technologies common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement, which in the aggregate equals approximately 657,000,000 shares (subject to increase as set forth in the Merger Agreement) of SoFi Technologies common stock (assuming that all SoFi Technologies Options are net-settled), and (iii) SoFi Technologies issues 122,500,000 shares of SoFi Technologies common stock to the PIPE Investors pursuant to the PIPE Investment. If the actual facts are different from these assumptions, the percentage ownership retained by SCH’s existing shareholders in the combined company will be different.

The following table illustrates varying ownership levels in SoFi Technologies immediately following the consummation of the Business Combination based on the assumptions above.

The following diagram depicts the organizational structure of SoFi and SoFi Technologies following the Business Combination.

The above diagram excludes certain consolidated and deconsolidated direct and indirect subsidiaries of Social Finance, Inc., including consolidated and deconsolidated securitization variable interest entities.

The extraordinary general meeting of the shareholders of SCH will be held at 12:00 p.m., Eastern Time, on May 27, 2021 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/socialcapitalhedosophiaholdingsv/sm2021, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.

SCH shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on April 29, 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. SCH warrants do not have voting rights. As of the close of business on the record date, there were 100,625,000 ordinary shares issued and outstanding, of which 80,500,000 were issued and outstanding public shares.

A quorum of SCH shareholders is necessary to hold a valid meeting. A quorum will be present at the SCH extraordinary general meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. Abstentions and broker non- votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 50,312,501 ordinary shares would be required to achieve a quorum.

The Sponsor has agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including SCH’s independent directors) owns 20.0% of the issued and outstanding ordinary shares.

The proposals presented at the extraordinary general meeting require the following votes:

Pursuant to the Cayman Constitutional Documents, a public shareholder may request of SCH that SoFi Technologies redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, SCH’s transfer agent, SoFi Technologies will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of SoFi Technologies common stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of SCH — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each director of SCH have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor (including SCH’s independent directors) owns 20.0% of the issued and outstanding ordinary shares.

Holders of the warrants will not have redemption rights with respect to the warrants.

Neither SCH shareholders nor SCH warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxies may be solicited by mail, telephone or in person. SCH has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

When you consider the recommendation of SCH’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and SCH’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of SCH shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and all of SCH’s directors have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor (including SCH’s independent directors) owns 20.0% of the issued and outstanding ordinary shares of SCH.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of SoFi or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (ii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of SCH’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of SoFi or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (x) increase the likelihood of approving the Condition Precedent Proposals and (y) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.

Entering into any such arrangements may have a depressive effect on our common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. SCH will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of SCH’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of SCH and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, SCH’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.

When you consider the recommendation of SCH’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that SoFi’s directors and executive officers may have interests in such proposal that are different from, or in addition to, those of SCH shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

The amounts listed in the table below represent the number of stock options and/or RSUs to be held by each executive officer and director of SoFi immediately following consummation of the Business Combination. Stock options are stated as total outstanding stock options with the estimated intrinsic value of each executive officer’s and director’s stock options calculated as to the total outstanding stock options for each individual award multiplied by the difference between (i) the $10 fair value of SoFi common stock under the Merger Agreement and (ii) the stock option exercise price. Additionally, RSUs are stated as total outstanding RSUs with the estimated intrinsic value of each executive officer’s and director’s RSUs calculated as to the total outstanding RSUs multiplied by the $10 fair value of SoFi common stock as under the Merger Agreement.

SCH’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of SCH’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Repurchase Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination or our extension proposal and (ii) that SoFi Technologies issues or, as applicable, reserves for issuance in respect of SoFi Awards outstanding as of immediately prior to the Closing that will be converted into awards based on SoFi Technologies common stock, an aggregate of 657,000,000 shares of SoFi Technologies common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement. If the actual facts are different from these assumptions, the below figures will be different.

Initially, SoFi intended to use a portion of cash proceeds from the Business Combination at Closing to repay its seller note issued in connection with the acquisition of Galileo. During February 2021, SoFi paid off the seller note for a total payment of $269,864, consisting of outstanding principal of $250,000 and accrued interest of $19,864. The Company now expects to use a portion of the cash proceeds from the Business Combination at Closing to repay the outstanding revolving credit facility balance, which had an outstanding principal balance of $486,000 and accrued interest of $47 as of December 31, 2020.

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of the company as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of SoFi Technologies immediately following the Domestication will be the same as those of SCH immediately prior to the Domestication.

We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in ASC 805, SCH is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of SoFi issuing stock for the net assets of SCH, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of SoFi.

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early

The Business Combination is also subject to (i) the decision of the Financial Industry Regulatory Authority, Inc. (“FINRA”) either (a) pursuant to a materiality consultation with FINRA, not objecting to the transactions contemplated by the Merger Agreement and the change of ownership of the broker-dealer subsidiary, or (b) as specified in FINRA Rule 1017, granting approval of the continuing membership application with respect to the transactions contemplated by the Merger Agreement and the change of ownership of SoFi’s broker-dealer subsidiary (the “FINRA Approval”) having been obtained or (ii) thirty (30) days having passed since the submission of a substantially complete continuing membership application, and FINRA having notified SoFi that it does not intend to impose a material membership restriction in connection with the FINRA Approval.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. SCH cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, SCH cannot assure you as to its result.

Neither SCH nor SoFi is aware of any material regulatory approvals or actions required by regulatory authorities for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act and the FINRA Approval. It is presently contemplated that if any such additional regulatory approvals or actions is required, such approvals or actions will be sought. There can be no assurance, however, that any approvals or actions, including any such additional approvals or actions will be obtained.

SCH is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in SCH’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. SCH has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, SCH, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of SCH’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of SCH’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (ii) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. We currently anticipate that we will lose our “emerging growth company” status as of the end of the year ended December 31, 2021 based on having issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Risk Factors