Item 3. Legal Proceedings
Item 3. Legal Proceedings.
In connection with the proposed SoFI Business
Combination, certain purported shareholders of the Company have filed lawsuits, including those described below, and other shareholders
have threatened to file lawsuits alleging breaches of fiduciary duty and violations of the disclosure requirements of the Exchange Act.
The Company believes that these allegations are without merit. These cases are in the early stages and the Company is unable to reasonably
determine the outcome or estimate any potential losses, and, as such, has not recorded a loss contingency.
On January 28, 2021, Tim Holtom (“Holtom”),
a purported stockholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Tim
Holtom v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650647/2021, against the Company and the members of its board
of directors (the “Holtom Complaint”). The Holtom Complaint asserts a breach of fiduciary duty claim against the individual
defendants and an aiding and abetting claim against the Company. The Holtom Complaint alleges, among other things, that (i) the
merger consideration is unfair, and (ii) the registration statement on Form S-4 filed with the SEC on January 11, 2021 regarding the proposed
transaction involving SoFi (the “Registration Statement”) is materially misleading and incomplete. The Holtom Complaint seeks,
among other things, to enjoin the proposed Business Combination, rescind the transaction or award rescissory damages to the extent it
is consummated, and an award of attorneys’ fees and expenses. Defendants have not yet responded to the Holtom Complaint.
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On January 29, 2021, Ryan Heitt (“Heitt”),
a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Ryan
Heitt v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650685/2021 against the members of its board of directors, Merger
Sub and SoFi (the “Heitt Complaint”). The Heitt Complaint asserts a breach of fiduciary duty claim against the individual
defendants and an aiding and abetting claim against the Company, Merger Sub and SoFi. The Heitt Complaint alleges, among other things,
that the Registration Statement is materially misleading and incomplete. The Heitt Complaint seeks, among other things, to enjoin the
proposed Business Combination, rescind the transaction or award rescissory damages to the extent it is consummated, and an award of attorneys’
fees and expenses. Defendants have not yet responded to the Heitt Complaint.
On February 3, 2021, counsel to Holtom and Heitt
sent a joint letter to the Company's counsel (the “Joint Demand”), alleging that they “have identified several disclosure
deficiencies” in the Registration Statement, and demanding that the Company issue corrective disclosures with regard to certain
enumerated items. The Joint Demand asserts that a failure to issue the requested disclosures will expose the Company and its board
of directors to liability.
On February 15, 2021, Brian Levy, a purported
shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of Nassau, captioned Brian Levy v. Jennifer
Dulski, et al., case number 601778/2021, against the members of the Company’s board of directors, SoFi, Citigroup Global Markets
Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC (the “Levy Complaint”). The lawsuit was filed by
Levy individually, and derivatively on behalf of nominal defendant the Company. The Levy Complaint alleges, among other things, that (i)
the merger consideration is unfair, and (ii) the Registration Statement is materially misleading and incomplete. The Levy Complaint asserts:
(i) a derivative claim for breach of fiduciary duty against the individual defendants; (ii) a derivative claim for causing the Company
to fail to disclose material information against the individual defendants; (iii) a derivative claim for aiding and abetting the breaches
of fiduciary duties against SoFi, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC; (iv)
an individual claim for negligent misrepresentation and concealment against all defendants; and (v) an individual claim for fraudulent
misrepresentation and concealment against all defendants. The Levy Complaint seeks, among other things, to enjoin the proposed Business
Combination, an award of compensatory and/or recessionary damages, and an award of attorneys' fees and expenses. Defendants have not yet
responded to the Levy Complaint.
Item 4. Mine Safety Disclosures.
None.
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PART
II.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.