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Item 1. Financial Statements

2021-05-24 compared with 2020-11-23 · 1034 added, 624 removed, 119 unchanged (93% of the section changed)

1 unchanged sentence

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2020

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Current assets - cash

Deferred offering costs

LIABILITIES AND SHAREHOLDERS’

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CONDENSED CONSOLIDATED BALANCE SHEETS

Current assets

Prepaid expenses

Total Current Assets

Marketable securities held in Trust Account

$ 805,817,385

$ 806,077,995

LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY

Current liabilities

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Accrued offering costs

Accrued expenses

Advance from related party

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Total Current Liabilities

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Shareholders’

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Warrant liabilities

Deferred underwriting fee payable

TOTAL LIABILITIES

Temporary Equity

Class A ordinary shares subject to possible redemption, 61,301,540 and 67,342,389 shares at redemption value at March 31, 2021 and December 31, 2020, respectively

Permanent Equity

Preferred shares, $0.0001 par value;

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500,000,000 shares authorized;

none issued and outstanding

19,198,460 and 13,157,611 shares issued and outstanding (excluding 61,301,540 and 67,342,389 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively

Class B ordinary shares, $0.0001 par value;

50,000,000 shares authorized;

20,125,000 shares issued and outstanding (1)

20,125,000 shares issued and outstanding at March 31, 2021 and December 31, 2020

Additional paid-in capital

Accumulated deficit

Total Shareholders’

TOTAL LIABILITIES AND SHAREHOLDERS’

Included an aggregate of up to 2,625,000 Class B ordinary shares that were subject to forfeiture to the extent that the underwriters’

over-allotment option was not exercised in full (see Note 5).

The accompanying notes are an integral part

of the unaudited condensed financial statements.

(116,166,052 )

(55,771,393 )

Total Permanent Equity

TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY

$ 805,817,385

$ 806,077,995

The accompanying notes are an integral part of

the unaudited condensed financial statements.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JULY 10, 2020 (INCEPTION)

THROUGH SEPTEMBER 30, 2020

Formation and operating costs

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss per ordinary share

Excluded up to 2,625,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5).

The accompanying notes are an integral part

of the unaudited condensed financial statements.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2021

Formation and operational

from operations

Other income (expense):

earned on marketable securities held in Trust Account

in fair value of warrant liabilities

(55,125,000 )

(55,105,148 )

$ (60,394,659 )

Basic and diluted weighted average

shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income

per share, Class A ordinary shares subject to possible redemption

Basic and diluted weighted average

shares outstanding, Non-redeemable ordinary shares

Basic and diluted net loss

per share, Non-redeemable ordinary shares

The accompanying notes are an integral part of

the unaudited condensed financial statements.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE PERIOD FROM JULY 10, 2020 (INCEPTION)

THROUGH SEPTEMBER 30, 2020

CONDENSED CONSOLIDATED STATEMENT OF CHANGES

IN TEMPORARY EQUITY AND PERMANENT EQUITY

THREE MONTHS ENDED MARCH 31, 2021

Class A Ordinary Shares

Class B Ordinary Shares

Shareholders’

Balance –

July 10, 2020 (inception)

Issuance of Class B ordinary shares to Sponsor (1)

Balance –

September 30, 2020

Included an aggregate of up to 2,625,000 Class B ordinary shares that were subject to forfeiture to the extent that the underwriters’

over-allotment option was not exercised in full (see Note 5).

The accompanying notes are an integral part

of the unaudited condensed financial statements.

Temporary Equity

Balance – January 1, 2021

$ (55,771,393 )

$ 673,438,294

Change in value of Class A Ordinary shares subject to possible redemption

(60,394,665 )

(60,394,659 )

Balance –

March 31, 2021

$ 121,162,126

$ (116,166,052 )

$ 613,043,629

The accompanying notes are an integral part of

the unaudited condensed financial statements.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JULY 10, 2020 (INCEPTION)

THROUGH SEPTEMBER 30, 2020

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2021

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Change in fair value of warrant liabilities

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Net cash used in operating activities

Cash Flows from Financing Activities:

Proceeds from issuance of Class B ordinary shares to Sponsor

Advance from related party

Proceeds from promissory note - related party

Payment of offering costs

Advances from related party

Repayment of advances from related party

Proceeds from promissory note – related party

Net cash provided by financing activities

Net Change in Cash

Non-cash investing and financing activities:

Deferred offering costs included in accrued offering costs

The accompanying notes are an integral part

of the unaudited condensed financial statements.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Social Capital

Hedosophia Holdings Corp.

V (the “Company”) is blank check company incorporated as a Cayman Islands exempted company

on July 10, 2020.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses (a “Business Combination”).

the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company

intends to focus on businesses operating in the technology industries.

The Company is an early stage and emerging growth company

and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of October

Cash – Beginning

Cash – Ending

The accompanying notes are an integral part of

the unaudited condensed financial statements.

CAPITAL HEDOSOPHIA HOLDINGS CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS

Social Capital Hedosophia

Holdings Corp.

V (the “Company”) is blank check company incorporated as a Cayman Islands exempted company on July 10,

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses (a “Business Combination”).

The Company has one subsidiary,

Plutus Merger Sub Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on December 30, 2020 (“Merger Sub”).

As of March 31, 2021,

the Company had not commenced any operations.

All activity for the period from July 10, 2020 (inception) through

October 14, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”),

which is described below.

The Company will not generate any operating revenues until after the completion of a Business Combination,

at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial

Public Offering.

All activity through March 31, 2021 relates to the Company’s formation and the

initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business

Combination, and activities in connection with the proposed acquisition of Social Finance, Inc., a Delaware corporation ("

(see Note 6).

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and

recognizes changes in the fair value of warrant liabilities as other income (expense).

registration statements for the Company’s Initial Public Offering became effective on October 8, 2020.

3 unchanged sentences

ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters

of the over-allotment option to purchase an additional 10,500,000 Units, at $10.00 per Unit, generating

gross proceeds of $805,000,000 which is described in Note 3.

of the over-allotment option to purchase an additional 10,500,000 Units, at $10.00 per Unit, generating gross

proceeds of $805,000,000 which is described in Note 3.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement

Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to the Company’s sponsor,

SCH Sponsor V LLC, a Cayman Islands limited liability company (the “Sponsor”) , generating

gross proceeds of $16,000,000, which is described in Note 4.

Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to the Company’s sponsor, SCH Sponsor

V LLC, a Cayman Islands limited liability company (the “Sponsor”) , generating gross proceeds

of $16,000,000, which is described in Note 4.

costs amounted to $42,659,062, consisting of $14,000,000 of underwriting fees, $28,175,000 of deferred underwriting fees and $484,062

of other offering costs.

In addition, at October 14, 2020, cash of $1,681,999 was held outside of the Trust Account (as defined

below) and is available for working capital purposes.

connection with the closing of the Initial Public Offering on October 14, 2020, an amount of $805,000,000 ($10.00 per Unit) from

the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed

in a trust account (the “Trust Account”) located in the United States and invested in U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as

a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until

the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account

to the Company’s shareholders, as described below.

The Company’s

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and

the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally

toward consummating a Business Combination.

The New York Stock Exchange rules require that the Business Combination must be with

one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account

(net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50%

or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target

business sufficient for it not to be required to register as an investment company under the Investment Company Act.

assurance that the Company will be able to successfully effect a Business Combination.

will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion

of their Public Shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will

seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders

will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two

business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held

in the Trust Account and not previously released to the Company to pay its tax obligations.

The per-share amount to be distributed

to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will

pay to the underwriter (as discussed in Note 6).

There will be no redemption rights upon the completion of a Business Combination

with respect to the Company’s warrants.

will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting

commission, of at least $5,000,001 following any related share redemptions and, if the Company seeks shareholder approval, it receives

an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority

of the shareholders who attend and vote at a general meeting of the Company.

If a shareholder vote is not required and the Company

does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated

Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange

Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included

in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection

with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public

Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption

rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell

any shares to the Company in a tender offer in connection with a Business Combination.

Additionally, subject to the immediately

succeeding paragraph, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective

of whether they vote for or against a proposed Business Combination.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

Notwithstanding

the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions

pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with

whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than

15% of the Public Shares without the Company’s prior written consent.

has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection

with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes

in connection with its initial Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum

and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in

connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not

complete a Business Combination within Combination Period (as defined below) or (ii) with respect to any other provision relating

to shareholders’

rights or pre-initial business combination activity, unless the Company provides the Public Shareholders

with the opportunity to redeem their Public Shares in conjunction with any such amendment.

will have until October 14, 2022 to consummate a Business Combination.

However, if the Company has not completed a Business Combination

by October 14, 2022 (as such period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles

of Association, the “Combination Period”), the Company will (i) cease all operations except for the purpose of

winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which

interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number

of then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders

(including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate

and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors

and the requirements of other applicable law.

In the event of a liquidation, the Public Shareholders will be entitled to receive

a full pro rata interest in the Trust Account.

There will be no redemption rights or liquidating distributions with respect

to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the

Combination Period.

to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent

any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the

Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the

amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share

held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets,

in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver

of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the

underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,

as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third

party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to

reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have

all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities

with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind

in or to monies held in the Trust Account.

SUMMARY OF SIGNIFICANT ACCOUNTING

the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in

a trust account (the “Trust Account”) located in the United States and invested in U.S.

government securities, within

the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),

with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting

certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion

of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private

Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business

The New York Stock Exchange rules require that the Business Combination must be with one or more operating businesses

or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management

for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount).

The Company will only complete

a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities

of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as

an investment company under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business

The Company will provide

the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public

Shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the

Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of

a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to redeem their

shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion

of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released

to the Company to pay its tax obligations.

The per-share amount to be distributed to the Public Shareholders who redeem their shares will

not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6).

be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

CAPITAL HEDOSOPHIA HOLDINGS CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company will proceed

with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at

least $5,000,001 following any related share redemptions and, if the Company seeks shareholder approval, it receives an ordinary resolution

under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend

and vote at a general meeting of the Company.

If a shareholder vote is not required and the Company does not decide to hold a shareholder

vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,

conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file

tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing

a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor

has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering

in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder

vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination.

Additionally, subject to the immediately succeeding paragraph, each Public Shareholder may elect to redeem their Public Shares, without

voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing,

if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender

offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting

in concert or as a “group”

(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares without the Company’s

prior written consent.

The Sponsor has agreed (a) to

waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business

Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial

Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to

modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business

Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within Combination Period (as

defined below) or (ii) with respect to any other provision relating to shareholders’

rights or pre-initial business combination

activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any

such amendment.

The Company will have until

October 14, 2022 to consummate a Business Combination.

However, if the Company has not completed a Business Combination by October 14,

2022 (as such period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the

“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable,

and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption

will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions,

if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining

Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under

Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In the event of a liquidation, the

Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account.

There will be no redemption rights

or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete

a Business Combination within the Combination Period.

In order to protect the amounts

held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party

(other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business

with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00

per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust

Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as

to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims

under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be

unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring

to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities

with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or

to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate

the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect

on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily

determinable as of the date of these consolidated financial statements.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

CAPITAL HEDOSOPHIA HOLDINGS CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Liquidity and Going Concern

of March 31, 2021, the Company had $39,940 in its operating bank accounts, $805,037,070 in securities held in the Trust Account to

be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit

of $ 4,412,184.

As of March 31, 2021, approximately $37,000 of the amount on deposit in the Trust Account represented interest

Until the consummation of

a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition

candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to

acquire, and structuring, negotiating and consummating the Business Combination.

The Company will need to

raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any

time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to

take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending

the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will

be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial

These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or

the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying

unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).

Certain information or

footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted,

pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information

and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion

of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring

nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

The accompanying

unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public

Offering as filed with the SEC on October 13, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the

SEC on October 14, 2020 and October 20, 2020.

The interim results for the period from July 10, 2020 (inception) through September

30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future periods.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions

to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).

Certain information

or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant

to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and

footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management,

the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature,

which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual

Report as amended on Form 10-K/A for the period ended December 31, 2020 as filed with the SEC on April 22, 2021, which

contains the audited financial statements and notes thereto.

The financial information as of December 31, 2020 is derived from the

audited financial statements presented in the Company’s Annual Report as amended on Form 10-K/A for the period ended December 31,

2020 as filed with the SEC on April 22, 2021.

The interim results for the three months ended March 31, 2021 are not necessarily

indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Principles of Consolidation

The accompanying consolidated

financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany balances and transactions

have been eliminated in consolidation.

Emerging Growth Company

is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (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 independent registered public accounting firm attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of

any golden parachute payments not previously approved.

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.

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, the Company, 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 the Company’s financial

statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted

out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

The Company is an “emerging

growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups

Act of 2012 (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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

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.

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.

The Company 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, the Company,

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 the Company’s consolidated financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

Use of Estimates

The preparation

of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates

requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition,

situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could

differ significantly from those estimates.

The preparation of the consolidated

financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

Cash and Cash Equivalents

considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Company did not have any cash equivalents as of September 30, 2020.

Deferred Offering Costs

costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly

related to the Initial Public Offering.

Offering costs amounting to $42,659,062 were charged to shareholders’

the completion of the Initial Public Offering (see Note 1).

As of September 30, 2020, there were $321,595 of deferred offering

costs recorded in the accompanying condensed balance sheet.

accounts for income taxes under ASC 740, “Income Taxes”

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have

any cash equivalents as of March 31, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At March 31, 2021 and

December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily

Treasury Securities.

Warrant Liabilities

The Company evaluated the

Public Warrants and Private Placement Warrants (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives

and Hedging —

Contracts in Entity’s Own Equity,”

and concluded that a provision in the Warrant Agreement related to

certain tender or exchange offers precludes the Warrants from being accounted for as components of equity.

As the Warrants meet the definition

of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities in the condensed consolidated balance

sheets and measured at fair value on the date of the Initial Public Offering and at each reporting date in accordance with ASC 820, “Fair

Value Measurement,”

with changes in fair value recognized in the condensed consolidated statement of operations in the period of

Class A Ordinary Shares Subject to

Possible Redemption

The Company accounts for

its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities

from Equity”.

Class A redeemable ordinary shares are classified as temporary equity.

Non-redeemable ordinary shares are classified

as permanent equity.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside

of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, Class A ordinary shares subject

to possible redemption are presented as temporary equity in the Company’s condensed consolidated balance sheets.

Components of Equity

Upon the Initial Public Offering,

the Company issued Class A Ordinary shares and Warrants.

The Company allocated the proceeds received from the issuance using the

with-and-without method.

Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value

measurement of $44,156,250 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $42,659,062,

to the Class A Ordinary shares.

A portion of the 80,500,000 Class A Ordinary shares are presented within temporary equity, as

certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control.

The Company accounts for

income taxes under ASC 740, “Income Taxes”

(“ASC 740”).

ASC 740 requires the recognition of

deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of

assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred

tax assets will not be realized.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or

expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained

upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September

The Company is currently not aware of any issues under review that could result in significant payments, accruals or

material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

ASC 740 requires the recognition of deferred tax assets

and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and

for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation

allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the

accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold

and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered

an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands

or the United States.

As such, the Company’s tax provision was zero for the period presented.

March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES”

Act into law.

CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit

for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to

the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative

minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent

among other technical corrections included in the Tax Cuts and Jobs Act tax provisions.

The Company does not believe that the

CARES Act will have a significant impact on Company's financial position or statement of operations.

per Ordinary Share

loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during

the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate

of 2,625,000 ordinary shares, that were subject to forfeiture if the over-allotment option was not exercised by the underwriters

(see Note 5).

At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially,

be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per common

share is the same as basic loss per share for the period presented.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution

which, at times may exceed the Federal Depository Insurance Coverage of $250,000.

The Company has not experienced losses on this

account and management believes the Company is not exposed to significant risks on such account.

of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair

Value Measurement,”

approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily

due to their short-term nature.

Recent Accounting

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on the accompanying condensed financial statements.

Uncertainties

continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus

could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company,

the specific impact is not readily determinable as of the date of the financial statements.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

Net Income (Loss) per Ordinary Share

Net income (loss) per share

is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period.

The Company’s condensed

consolidated statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption

in a manner similar to the two-class method of income (loss) per share.

Net income (loss) per ordinary, basic and diluted, for ordinary

shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held

by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since the original issuance.

Net income (loss) per ordinary

share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss

on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable

ordinary shares outstanding for the period.

Non-redeemable ordinary shares

includes Founder Shares and non-redeemable Class A ordinary shares as these shares do not have any redemption features.

Non-redeemable

ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’

proportionate interest.

The following table reflects

the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

March 31, 2021

Ordinary Shares subject to possible redemption

Earnings allocable to Ordinary shares subject to possible redemption

Interest earned on marketable securities held in Trust Account

Net income allocable to Class A ordinary shares subject to possible redemption

Weighted Average Class A Ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Non-Redeemable Ordinary Shares

Earnings allocable to non-redeemable ordinary shares

$ (60,394,659 )

Net income allocable to Class A ordinary shares subject to possible redemption

Non-redeemable net loss

$ (60,409,776 )

Weighted Average Non-redeemable ordinary shares

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares

Basic and diluted net loss per share, Non-redeemable ordinary shares

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times

may exceed the Federal Depository Insurance Coverage limit of $250,000.

The Company has not experienced losses on this account and management

believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company follows the guidance

in ASC Topic 820, “

Fair Value Measurement ”, for its financial assets and liabilities that are re-measured and reported

at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least

The fair value of the Company’s

financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with

the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants

at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the

use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

See Note 9 for additional information on assets

and liabilities measured at fair value.

Recent Accounting Standards

In August 2020, the

Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —

Contracts in Entity’s Own Equity (Subtopic

815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models

that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative

scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces

additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early

adoption permitted beginning on January 1, 2021.

The Company early adopted ASU 2020-06 on January 1, 2021.

The adoption of ASU

2020-06 did not have an impact on the Company’s financial statements.

does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on the accompanying condensed consolidated financial statements.

INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company sold 80,500,000 Units, which includes the full exercise by the underwriter of

its option to purchase an additional 10,500,000 Units, at a purchase price of $10.00 per Unit.

Each Unit consists of one Class A

ordinary share and one-fourth of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the

holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see

Pursuant to the Initial Public

Offering, the Company sold 80,500,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional

10,500,000 Units, at a purchase price of $10.00 per Unit.

Each Unit consists of one Class A ordinary share and one-fourth of one

redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary

share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at

a price of $2.00 per Private Placement Warrant, for an aggregate purchase price of $16,000,000.

Each Private Placement Warrant

is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).

of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering

held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds

from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares

(subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

Simultaneously with the closing

of the Initial Public Offering, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $2.00 per Private

Placement Warrant, for an aggregate purchase price of $16,000,000.

Each Private Placement Warrant is exercisable for one Class A

ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

A portion of the proceeds from the sale of the Private

Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete

a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account

will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants

will expire worthless.

RELATED PARTY TRANSACTIONS

Founder Shares

2020, the Company issued one ordinary share to the Sponsor for no consideration.

On July 16, 2020, the Company cancelled the

one share issued in July 2020 and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000.

September 17, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 18,687,500

On July 10, 2020, the

Company issued one ordinary share to the Sponsor for no consideration.

On July 16, 2020, the Company cancelled the one share issued

in July 2020 and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000.

On September 17,

2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 18,687,500 Founder Shares.

On October 8,

2020, the Company effected another share capitalization resulting in the Company’s initial shareholders holding an aggregate of

20,125,000 Founder Shares.

On October 8, 2020, the Company effected another share capitalization resulting in the Company’s initial

shareholders holding an aggregate of 20,125,000 Founder Shares.

All share and per-share amounts have been retroactively restated

to reflect the share capitalizations.

The Founder Shares will automatically convert into Class A ordinary shares on the first

business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis,

subject to certain adjustments, as described in Note 7.

Shares included an aggregate of up to 2,625,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s

over-allotment option was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20%

of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering.

All share and per-share amounts have been retroactively restated to reflect the share capitalizations.

Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business

Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 7.

The Founder Shares included

an aggregate of up to 2,625,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment

option was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s

issued and outstanding shares upon the completion of the Initial Public Offering.

As a result of the underwriters’

election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A

ordinary shares received upon conversion thereof (together, “Founder Shares”) until the earlier of:

after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported

sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends,

rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes

a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s

shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Advance from Related Party

As of October 14,

2020, the Sponsor paid for certain offering costs on behalf of the Company in connection with the Initial Public Offering.

advances are non-interest bearing and due on demand.

At September 30, 2020 and October 14, 2020, advances amounting to $5,000 were

Promissory Note —

2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the

Company borrowed an aggregate principal amount of $300,000.

The Promissory Note was non-interest bearing and payable on the earlier

of (i) June 30, 2021 and (ii) the completion of the Initial Public Offering.

The Promissory Note was amended and

restated on September 17, 2020 solely to increase the amount that could be borrowed to an aggregate principal amount of $400,000.

As of September 30, 2020, there was $400,000 outstanding under the Promissory Note.

The outstanding balance under the Promissory

Note of $400,000 was repaid at the closing of the Initial Public Offering on October 14, 2020.

election to fully

exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

The Sponsor has agreed, subject

to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received

upon conversion thereof (together, “Founder Shares”) until the earlier of:

(A) one year after the completion of a Business

Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares

equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, consolidations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business

Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or

other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary

shares for cash, securities or other property.

Administrative Support Agreement

entered into an agreement whereby, commencing on October 14, 2020, the Company will pay an affiliate of the Sponsor up to $10,000

Company entered into an agreement whereby, commencing on October 14, 2020, the Company will pay an affiliate of the Sponsor up to

$10,000 per month for office space, administrative and support services.

1 unchanged sentence

the Company will cease paying these monthly fees.

For the three months ended March 31, 2021, the Company incurred $30,000 in fees

for these services.

As of March 31, 2021 and December 31, 2020, there was $55,000 and $25,000 of such fees, respectively,

included in accrued expenses in the accompanying condensed consolidated balance sheets.

Advance from Related Party

During the three months ended

March 31, 2021, the Sponsor paid for certain costs on behalf of the Company.

The advances are non-interest bearing and due on demand.

At March 31, 2021, advances amounting to $40,705 were outstanding.

Promissory Note — Related

On July 16, 2020, the

Company issued an unsecured promissory note to the Sponsor (the “IPO Promissory Note”), pursuant to which the Company borrowed

an aggregate principal amount of $300,000.

The IPO Promissory Note was non-interest bearing and payable on the earlier of (i) June 30,

2021 and (ii) the completion of the Initial Public Offering.

The IPO Promissory Note was amended and restated on September 17,

2020 solely to increase the amount that could be borrowed to an aggregate principal amount of $400,000.

The outstanding balance under

the IPO Promissory Note of $400,000 was repaid at the closing of the Initial Public Offering on October 14, 2020.

On January 11, 2021,

the Company issued a promissory note with the Sponsor for an aggregate amount of up to $2,500,000 (the “Promissory Note”).

The Promissory Note is non-interest bearing and is due and payable in full on the earlier of (i) October 14, 2022 and (ii) the

effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving

the maker and one or more businesses.

As of March 31, 2021, there was $1,415,000 outstanding under the Promissory Note.

Related Party Loans

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or

certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be

required (“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to

$2,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $2.00 per warrant.

In order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without interest,

or, at the lender’s discretion, up to $2,500,000 of notes may be converted upon completion of a Business Combination into warrants

at a price of $2.00 per warrant.

Such warrants would be identical to the Private Placement Warrants.

In the event that a Business Combination does not close,

the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

Restricted Stock Units

On November 13, 2020,

the Company entered into a Director Restricted Stock Unit Award Agreement (the “Director Restricted Stock Unit Award Agreement”),

between the Company and Jennifer Dulski, a member of the Company's board of directors, providing for the grant of 100,000 restricted stock

units (“RSUs”) to Ms.

Dulski, which grant is contingent on both the consummation of a Business Combination with the Company

and a shareholder approved equity plan.

The RSUs will vest upon the consummation of such Business Combination and represent 100,000 Class A

ordinary shares of the Company that will settle on a date selected by the Company in the year following the year in which such consummation

CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2021

Registration Rights

to a registration rights agreement entered into on October 8, 2020, the holders of the Founder Shares, Private Placement Warrants

and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon

the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion

of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in

the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares).

The holders of these

securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements

filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not

be required to effect or permit any registration or cause any registration statement to become effective until termination of the

applicable lock-up period.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Pursuant to a registration

rights agreement entered into on October 8, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants

that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private

Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be

entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only

after conversion to the Company’s Class A ordinary shares).

The holders of these securities will be entitled to make up to

three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders have certain

“piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of a Business

Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause

any registration statement to become effective until termination of the applicable lock-up period.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter

is entitled to a deferred fee of $0.35 per Unit, or $28,175,000 in the aggregate.

The deferred fee will become payable to the underwriter

from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the

terms of the underwriting agreement.

The underwriter is entitled

to a deferred fee of $0.35 per Unit, or $28,175,000 in the aggregate.

The deferred fee will become payable to the underwriter from the

amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting

Financial Advisory Fee

underwriters agreed to reimburse the Company for an amount equal to (1) 10% of the non-deferred underwriting commission

payable to the underwriter, of which $1,400,000 was paid to Connaught (UK) Limited (“Connaught”) upon the closing

of the Initial Public Offering, and (2) 20% of the deferred underwriting commission payable to the underwriter, of which

$5,635,000 will be paid to Connaught upon the closing of the Business Combination.

SHAREHOLDERS’

The underwriters agreed to

reimburse the Company for an amount equal to (1) 10% of the non-deferred underwriting commission payable to the underwriter, of which

$1,400,000 was paid to Connaught (UK) Limited (“Connaught”) upon the closing of the Initial Public Offering, and (2) 20%

of the deferred underwriting commission payable to the underwriter, of which $5,635,000 will be paid to Connaught upon the closing of

the Business Combination.

SoFi Business Combination

On January 7, 2021,

the Company entered into an Agreement and Plan of Merger (as amended on March 16, 2021, the “Merger Agreement”) with

Plutus Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Social

Finance, Inc., a Delaware corporation (“SoFi”).

The Merger Agreement provides

that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with

the other agreements and transactions contemplated by the Merger Agreement, the “SoFi Business Combination”):

to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the Company will domesticate as a

Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”),

and the Cayman Islands Companies Law (2020 Revision) (the “Domestication”), (ii) at the Closing, upon the terms and subject

to the conditions of the Merger Agreement, in accordance with the DGCL, Merger Sub will merge with and into SoFi, with SoFi continuing

as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”), (iii) upon consummation of

the Merger, and subject to the adjustments provided in the Merger Agreement, all of the common stock and preferred stock of SoFi, excluding

the Company Redeemable Preferred Stock (as defined in the Merger Agreement), which will convert into Acquiror Series 1 Preferred

Stock (as defined in the Merger Agreement), will be converted into the right to receive an aggregate number of shares of common stock,

par value $0.0001 per share, of the Company (after the Domestication) (“SCH Common Stock”) equal to the quotient obtained

by dividing (x) $6,569,840,376 by (y) $10.00 and (iv) upon the consummation of the Merger, the Company will be renamed

“SoFi Technologies, Inc.”

The Closing is subject to the satisfaction or waiver of certain closing conditions contained

in the Merger Agreement, including the approval of the Company’s shareholders.

On January 7, 2021,

concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively,

the “PIPE Investors”), pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors have collectively

subscribed for 122.5 million shares of SCH Common Stock for an aggregate purchase price equal to $1,225.0 million (the “PIPE Investment”),

a portion of which is expected to be funded by one or more affiliates of the Sponsor.

The PIPE Investment will be consummated substantially

concurrently with the Closing, subject to the terms and conditions contemplated by the Subscription Agreements.

On March 16, 2021, (i) the

Company, SoFi and Merger Sub entered into the First Amendment to Agreement and Plan of Merger which amends the Merger Agreement and (ii) the

Company, the Sponsor and SoFi entered into the First Amendment to Sponsor Support Agreement to reflect that the securities of the combined

company are expected to trade on The Nasdaq Stock Market LLC instead of the New York Stock Exchange following the consummation of the

SoFi Business Combination.

In addition, SoFi, the Company and the applicable shareholders of SoFi have agreed to make conforming changes

to the form of shareholders’

agreement contemplated by the Merger Agreement to be entered into at the closing of the Business Combination

The consummation of the proposed

SoFi Business Combination is subject to certain conditions as further described in the Merger Agreement.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

Legal Proceedings

On January 28, 2021,

Tim Holtom (“Holtom”), a purported shareholder 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.

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.

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.

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.

The parties resolved the allegations made by Holtom and Heitt and notices

of discontinuance of the lawsuits commenced by Holtom and Heitt have been filed..

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”).

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.

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.

(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.

The parties resolved the

allegations made by Levy, and a Stipulation and Order dismissing the lawsuit filed by Levy was signed by the Court on April 19, 2021.

PERMANENT EQUITY AND TEMPORARY EQUITY

Shares   —  

1 unchanged sentence

value of $0.0001.

The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers,

preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions

thereof, applicable to the shares of each series.

The board of directors will be able to, without shareholder approval, issue preference

shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary

shares and could have anti-takeover effects.

At September 30, 2020, there were no preference shares issued or outstanding.

Ordinary Shares —

The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences,

the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable

to the shares of each series.

The board of directors will be able to, without shareholder approval, issue preference shares with voting

and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover

At March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Ordinary Shares   —  

The Company is authorized to issue 500,000,000 Class A ordinary

1 unchanged sentence

Holders of Class A ordinary shares are entitled to one vote for each share.

At September 30, 2020, there were no Class A ordinary shares issued or outstanding.

Ordinary Shares —

The Company is authorized to issue 50,000,000 Class B ordinary shares,

with a par value of $0.0001 per share.

Holders of the Class B ordinary shares are entitled to one vote for each share.

September 30, 2020, there was 20,125,000 Class B ordinary shares issued and outstanding.

of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all

matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the completion of

the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the

amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which

Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of

the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder

Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding

upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities

issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or

equity-linked securities issued, or to be issued, to any seller in a Business Combination.

2021, there were 19,198,460 Class A ordinary shares issued and outstanding, excluding 61,301,540 Class A ordinary shares subject

to possible redemption.

At December 31, 2020, there were 13,157,611 Class A ordinary shares issued and outstanding, excluding

67,342,389 Class A ordinary shares subject to possible redemption.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

Warrants —

Warrants may only be exercised for a whole number of shares.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

MARCH 31, 2021

Ordinary Shares   —  The Company is authorized to issue 50,000,000 Class B ordinary

shares, with a par value of $0.0001 per share.

Holders of the Class B ordinary shares are entitled to one vote for each share.

March 31, 2021 and December 31, 2020, there was 20,125,000 Class B ordinary shares issued and outstanding.

Only holders of the Class B

ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary

shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s

shareholders except as otherwise required by law.

The Class B ordinary

shares will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier

at the option of the holder, on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares,

or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to

the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted

(subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable

upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued

and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities

issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities

issued, or to be issued, to any seller in a Business Combination.

Stock Units  —

On November 13, 2020, the Company entered into a Director Restricted Stock Unit Award Agreement

(the "Director Restricted Stock Unit Award Agreement"), between the Company and a member of the Company's board of directors,

providing for the grant of 100,000 restricted stock units ("RSUs"), which grant is contingent on both the consummation of a

Business Combination with the Company and a shareholder approved equity plan.

The RSUs will vest upon the consummation of such Business

Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date selected by the Company in the

year following the year in which such consummation occurs.

Public Warrants may only

be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination

and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years from

the completion of a Business Combination or earlier upon redemption or liquidation.

Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and

will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act

covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and

a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a

valid exemption from registration is available.

No Public Warrant will be exercisable for cash or on a cashless basis, and

the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the

issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising

holder, or an exemption from registration is available.

has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,

it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the

Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants.

The Company will use its commercially

reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination

and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration

of the Public Warrants in accordance with the provisions of the warrant agreement.

Notwithstanding the above, if the Class A

ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they

satisfy the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company may,

at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be

required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or

qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Public Warrants

will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the

closing of the Initial Public Offering.

The Public Warrants will expire five years from the completion of a Business Combination or earlier

upon redemption or liquidation.

The Company will not be obligated

to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public

Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable

upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying

its obligations with respect to registration or a valid exemption from registration is available.

No Public Warrant will be exercisable

for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public

Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the

exercising holder, or an exemption from registration is available.

The Company has agreed that

as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially

reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A

ordinary shares issuable upon exercise of the Public Warrants.

The Company will use its commercially reasonable efforts to cause the same

to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration

statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of

the warrant agreement.

Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant,

not listed on a national securities exchange such that they satisfy the definition of a “covered security”

under Section 18(b)(1) of

the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on

a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects,

the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts

to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

of warrants when the price per Class A ordinary share equals or exceeds $18.00 .

Once the Public Warrants

become exercisable, the Company may redeem the Public Warrants:

Once the Public Warrants become

exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

3 unchanged sentences

if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

MARCH 31, 2021

of warrants when the price per Class A ordinary share equals or exceeds $10.00 .

Once the Public Warrants

become exercisable, the Company may redeem the Public Warrants:

Once the Public Warrants become

exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

4 unchanged sentences

if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

If and when the Public Warrants

become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying

securities for sale under all applicable state securities laws.

The exercise price and number

of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a

share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below,

the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event

will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within

the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any

of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside

of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the

Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a

Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price

or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance

to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable,

prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more

than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion

of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary

shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination

(such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to

the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption

trigger prices described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly

Issued Price and the $10.00 per share redemption trigger prices described will be adjusted (to the nearest cent) to be equal to the higher

of the Market Value and the Newly Issued Price.

The Private Placement Warrants

are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants

and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable

or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private

Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held

by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial

purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders

on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

The following table presents

information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021

and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

Marketable securities held in Trust Account (1)

$ 805,037,070

$ 805,017,218

Private Placement Warrants (2)

Public Warrants (2)

fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature.

at fair value on a recurring basis.

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2020

price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including

in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise

Additionally, in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable

to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,

holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any

distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants.

the Public Warrants may expire worthless.

if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary

share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors,

and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the

Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate

gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the

funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the

volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading

day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below

$9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher

of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described above will be adjusted

(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share

redemption trigger prices described will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the

Newly Issued Price.

Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the

Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will

not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain

limited exceptions.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable,

except as described above, so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement

Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will

be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

SUBSEQUENT EVENTS

evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial

statements were issued.

Other than as described in these financial statements, the Company did not identify any subsequent events

that would have required adjustment or disclosure in the condensed financial statements.

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

MARCH 31, 2021

The Warrants are accounted

for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed consolidated balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within

change in fair value of warrant liabilities in the condensed consolidated statement of operations.

The Warrants are measured

at fair value on a recurring basis.

The measurement of the Public Warrants is classified as Level 1 due to the use of an observable market

quote in an active market under the ticker IPOE.WS.

As the transfer of Private Placement Warrants to anyone outside of a small group of

individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public

Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with

an insignificant adjustment for short-term marketability restrictions.

As such, the Private Placement Warrants are classified as Level

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent

events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the condensed consolidated financial statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly

5 unchanged sentences

or our “management team”

refer to our officers and directors, and references

to the “Sponsor”

refer to our officers and directors, and references to

the “Sponsor”

refer to SCH Sponsor V LLC.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained

elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking

The following discussion and analysis of the Company’s financial condition

and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this

Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that

involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking

2 unchanged sentences

facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in

this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this

“Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s

16 unchanged sentences

“would”

and variations

thereof and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements

relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results

discussed in the forward-looking statements.

For information identifying important factors that could cause actual results to differ

materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s

final prospectus for its Initial Public Offering filed with the SEC on October 13, 2020.

The Company’s securities filings

can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities

law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of

new information, future events or otherwise.

We are a blank check company incorporated

in the Cayman Islands on July 10, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

and variations thereof and similar words and expressions are intended

to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect

management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance

or results to differ materially from the events, performance and results discussed in the forward-looking statements.

For information

identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,

please refer to the Risk Factors section of the Company’s Annual Report as amended on Form 10-K/A filed with the SEC on April 22,

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking

statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated in the

Cayman Islands on July 10, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar Business Combination with one or more businesses.

We intend to effectuate our Business Combination using

cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt

or a combination of cash, shares and debt.

We expect to continue to incur significant

costs in the pursuit of our acquisition plans.

We intend to effectuate our Business Combination using cash

derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination

of cash, shares and debt.

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

Recent Developments

On January 7, 2021, we entered into an Agreement

and Plan of Merger (the “Merger Agreement”) with Plutus Merger Sub Inc., a Delaware corporation and our direct wholly owned

subsidiary, and Social Finance, Inc., a Delaware corporation (“SoFi”).

The Merger Agreement provides that, among other

things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements

and transactions contemplated by the Merger Agreement, the “SoFi Business Combination”):

(i) prior to the closing of

the transactions contemplated by the Merger Agreement (the “Closing”), we will domesticate as a Delaware corporation in accordance

with Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”), and the Cayman Islands Companies Law

(2020 Revision) (the “Domestication”), (ii) at the Closing, upon the terms and subject to the conditions of the Merger

Agreement, in accordance with the DGCL, Merger Sub will merge with and into SoFi, with SoFi continuing as the surviving corporation and

our wholly owned subsidiary (the “Merger”), (iii) upon consummation of the Merger, and subject to the adjustments provided

in the Merger Agreement, all of the common stock and preferred stock of SoFi, excluding the Company Redeemable Preferred Stock (as defined

in the Merger Agreement), which will convert into Acquiror Series 1 Preferred Stock (as defined in the Merger Agreement), will be

converted into the right to receive an aggregate number of shares of our common stock (after the Domestication), par value $0.0001 per

share (“SCH Common Stock”), equal to the quotient obtained by dividing (x) $6,569,840,376 by (y) $10.00 and (iv) upon

the consummation of the Merger, we will be renamed “SoFi Technologies, Inc.”

The Closing is subject to the satisfaction

or waiver of certain closing conditions contained in the Merger Agreement, including the approval of our shareholders.

On January 7, 2021, concurrently with the

execution of the Merger Agreement, we entered into subscription agreements with certain investors (collectively, the “PIPE Investors”),

pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors have collectively subscribed for 122.5 million

shares of SCH Common Stock for an aggregate purchase price equal to $1,225.0 million (the “PIPE Investment”), a portion of

which is expected to be funded by one or more affiliates of the Sponsor.

The PIPE Investment will be consummated substantially concurrently

with the Closing.

The consummation of the proposed SoFi Business

Combination is subject to certain conditions as further described in the Merger Agreement.

For more information about the Merger Agreement

and the proposed SoFi Business Combination, see our Current Report on Form 8-K filed with the SEC on January 7, 2021, as amended

on January 12, 2021, and the SoFi Disclosure Statement that we have filed with the SEC.

Unless specifically stated, this Annual Report

does not give effect to the proposed SoFi Business Combination and does not contain the risks associated with the proposed SoFi Business

Such risks and effects relating to the proposed SoFi Business Combination are included in the SoFi Disclosure Statement.

Results of Operations

We have neither engaged in any operations

nor generated any operating revenues to date.

Our only activities from inception through September 30, 2020 were organizational

activities and those necessary to prepare for the Initial Public Offering, described below.

We do not expect to generate any operating

revenues until after the completion of our initial Business Combination.

We generate non-operating income in the form of interest

income on marketable securities held in the Trust Account.

We incur expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for,

and completing, a Business Combination.

For the period from July 10, 2020 (inception)

through September 30, 2020, we had a net loss of $5,000, which consists of formation costs.

We have neither engaged in any operations nor

generated any operating revenues to date.

Our only activities from inception through March 31, 2021 were organizational activities

and those necessary to prepare for the Initial Public Offering, identifying a target for our Business Combination, activities in connection

with the proposed acquisition of SoFi.

We do not expect to generate any operating revenues until after the completion of our initial Business

We generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due

diligence expenses in connection with searching for, and completing, a Business Combination.

Additionally, we recognize non-cash gains

and losses within other income (expense) related to changes in recurring fair value measurement of our warrant liabilities at each reporting

For the three months ended March 31, 2021,

we had a net loss of $60,394,659, which consists of changes in fair value of warrant liabilities of $55,125,000 and operating costs of

$5,289,511, offset by interest income on marketable securities held in the Trust Account of $19,852.

Liquidity and Capital Resources

As of September 30, 2020, we had cash of

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary

shares by the Sponsor and loans from our Sponsor.

Subsequent to the end of the quarterly

period covered by this Quarterly Report, on October 14, 2020, we consummated the Initial Public Offering of 80,500,000 Units, inclusive

of the underwriters’

election to fully exercise their option to purchase an additional 10,500,000 Units, at a price of $10.00

per Unit, generating gross proceeds of $805,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated

the sale of 8,000,000 Private Placement Warrants to the Sponsor at a price of $2.00 per Private Placement Warrant generating gross

proceeds of $16,000,000.

Following the Initial Public Offering,

the exercise of the over-allotment option in full and the sale of the Private Placement Warrants, a total of $805,000,000 was placed

in the Trust Account.

We incurred $42,659,062 in transaction costs, including $14,000,000 of underwriting fees, $28,175,000 of

deferred underwriting fees and $484,062 of other offering costs.

We intend to use substantially

all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding

deferred underwriting commissions, to complete our Business Combination.

We may withdraw interest from the Trust Account to pay

taxes, if any.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business

Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the

target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside

the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,

travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,

review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business

On October 14, 2020, we consummated the Initial

Public Offering of 80,500,000 Units, inclusive of the underwriters’

election to fully exercise their option to purchase an additional

10,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $805,000,000.

Simultaneously with the closing of the Initial

Public Offering, we consummated the sale of 8,000,000 Private Placement Warrants to the Sponsor at a price of $2.00 per Private Placement

Warrant generating gross proceeds of $16,000,000.

Following the Initial Public Offering, the exercise

of the over-allotment option in full and the sale of the Private Placement Warrants, a total of $805,000,000 was placed in the Trust Account.

We incurred $42,659,062 in transaction costs, including $14,000,000 of underwriting fees, $28,175,000 of deferred underwriting fees and

$484,062 of other offering costs.

For the three months ended March 31, 2021,

net cash used in operating activities was $1,670,479.

Net loss of $60,394,659 was impacted by the change in fair value of warrant liabilities

of $55,125,000 and interest earned on marketable securities held in the Trust Account of $19,852.

Changes in operating assets and liabilities

provided $3,619,032 of cash from operating activities.

At March 31, 2021, we had investments held

in the Trust Account of $805,037,070.

We intend to use substantially all of the funds held in the Trust Account, including any amounts

representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination.

We may withdraw interest from the Trust Account to pay taxes, if any.

To the extent that our share capital or debt is used, in whole or

in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working

capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At March 31, 2021, we had cash of $39,940

held outside of the Trust Account.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target

businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations

of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective

target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of

our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination,

we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that a Business Combination

does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no

proceeds from our Trust Account would be used for such repayment.

Up to $2,500,000 of such loans may be convertible into warrants,

at a price of $2.00 per warrant, at the option of the lender.

or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination, we may repay such

loaned amounts out of the proceeds of the Trust Account released to us.

In the event that a Business Combination does not close, we may

use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account

would be used for such repayment.

Up to $2,500,000 of such loans may be convertible into warrants, at a price of $2.00 per warrant, at

the option of the lender.

The warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise

additional funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual

amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated

to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination.

will need to raise additional capital through loans or additional investments from our sponsors, or an affiliate of our Sponsor, officers,

directors, or third parties.

Our sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount

they deem reasonable in their sole discretion, to meet our working capital needs.

Accordingly, we may not be able to obtain additional

If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could

include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead

We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

conditions raise substantial doubt about our ability to continue as a going concern through October 14, 2022, the date that we will

be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated.

These condensed

consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification

of the liabilities that might be necessary should we be unable to continue as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of September 30, 2020.

We do not participate in transactions that create

relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or

purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital

lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor

a monthly fee of $10,000 for office space, administrative and support services, provided to the Company.

We began incurring these

fees on October 14, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination

and the Company’s liquidation.

The underwriters are entitled to a deferred

fee of $0.35 per unit, or $28,175,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2021.

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly

fee of $10,000 for office space, administrative and support services, provided to the Company.

We began incurring these fees on October 14,

2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s

The underwriters are entitled to a deferred fee

of $0.35 per unit, or $28,175,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in

the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of

contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods

Actual results could materially differ from those estimates.

We have not identified any critical accounting policies.

The preparation of condensed financial statements

and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities

at the date of the condensed financial statements, and income and expenses during the periods reported.

Actual results could materially

differ from those estimates.

We have identified the following critical accounting policies:

Warrant Liabilities

We account for the warrants issued in connection

with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, “Derivatives and

Hedging—Contracts in Entity’s Own Equity”

(“ASC 815”), under which the warrants do not meet the criteria

for equity classification and must be recorded as liabilities.

As the warrants meet the definition of a derivative as contemplated in

ASC 815, the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement,

with changes in fair value recognized in the Statement of Operations in the period of change.

Class A Ordinary Shares Subject to Possible

We account for our Class A ordinary shares

subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified

as temporary equity.

At all other times, ordinary shares are classified as shareholders’

Our ordinary shares feature certain

redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

equity section of our condensed balance sheets.

Net Loss Per Ordinary Share

We apply the two-class method in calculating earnings

Net income (loss) per common share, basic and diluted for Class A ordinary shares subject to possible redemption is calculated

by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares

of Class A ordinary shares subject to possible redemption outstanding for the period.

Net income (loss) per ordinary, basic and diluted

for and non-redeemable common stock is calculated by dividing net loss less income attributable to Ordinary shares subject to possible

redemption, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the period presented.

Recent Accounting Standards

Management does not believe that any recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial

In August 2020, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —

Debt with Conversion

and Other Options (Subtopic 470-20) and Derivatives and Hedging —

Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU

2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation

of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance

pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures

for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends

the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted

beginning on January 1, 2021.

We early adopted ASU 2020-06 on January 1,2021.

The adoption of ASU 2020-06 did not have an impact

on our financial statements.

Management does not believe that any other recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements