What changed in this filing

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Item 1. Business

2022-03-01 compared with 2021-03-17 · 676 added, 2184 removed, 0 unchanged (100% of the section changed)

We are a blank check company incorporated

on July 10, 2020, as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

While we may pursue an initial Business Combination target in any industry or geographic location, we intend to focus our search

for a target business operating in the technology industries.

Our sponsor is SCH Sponsor V LLC, a Cayman Islands exempted limited

liability company (our “Sponsor”).

Our registration statements for the Initial

Public Offering became effective on October 8, 2020.

On October 14, 2020, we consummated our Initial Public Offering of 80,500,000

units (the “Units”

and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”),

including 10,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating

gross proceeds of $805.0 million, and incurring offering costs of approximately $42.7 million, inclusive of approximately $28.2

million in deferred underwriting commissions.

Substantially concurrently with the closing

of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of 8,000,000 warrants

(each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”), at a price of

$2.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $16.0 million.

Upon the closing of the Initial Public

Offering and the Private Placement, $805.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain

of the proceeds of the Private Placement were 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 us, until the earlier of:

(i) the completion of our initial Business Combination and (ii) the distribution of the

funds in the Trust Account as described below.

Our 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 discount).

We 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 we will be able to successfully

effect a Business Combination.

We intend to effectuate a Business Combination

using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any, our capital

stock and our debt, or a combination of cash, stock and debt.

We have not engaged in, and we will not engage in, any operations

until we complete a Business Combination, and we have not generated any operating revenue to date.

We will not generate any operating

revenues until after completion of our initial Business Combination, at the earliest.

Our entire activity since inception through

December 31, 2020, related to our formation, the preparation for the Initial Public Offering, and following the closing of the

Initial Public Offering, the search for a prospective initial Business Combination.

Based on our business activities, we are a

“shell company”

as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we

have no operations and nominal assets consisting almost entirely of cash.

We 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 we will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by us.

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 us to pay our 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 we will pay to the

There will be no redemption rights upon the completion of a Business Combination with respect to our

We will have until October 14, 2022 to

consummate a Business Combination.

However, if we have not completed a Business Combination by October 14, 2022 (as such period

may be extended pursuant to our Amended and Restated Memorandum and Articles of Association, the “Combination Period”),

we 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

our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our 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 our warrants, which will expire worthless if we fail to complete a Business

Combination within the Combination Period.

Proposed SoFi Business Combination

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 (“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”):

(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 certain of our directors and officers and equity

holders of the Sponsor and its affiliates (the “Sponsor Related PIPE Investors”).

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.

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 Combination.

Such risks and effects relating to the proposed SoFi Business Combination

are included in the SoFi Disclosure Statement.

Our Acquisition and Value Creation Strategy

We intend to leverage what we believe is

a competitive advantage in sourcing potential targets that will materially benefit from our differentiated expertise and where

we are best situated to augment the value of the business following the completion of the initial Business Combination.

We believe our management team is

well-positioned to identify different opportunities across the technology private company landscape.

Our selection process

will leverage our relationships with leading technology company founders, executives of private and public companies, venture

capitalists and growth equity funds, in addition to the extensive industry and geographical reach of Social Capital and

Hedosophia’s platforms, which we believe should provide us with a key competitive advantage in sourcing potential

business combination targets.

Given our profile and thematic approach, we anticipate that target business candidates may be

brought to our attention from various unaffiliated sources, in particular founders of, and investors in, other private and

public technology companies in our networks.

We also believe that Social Capital and

Hedosophia’s reputation, experience and track record of making investments in the technology industry will make us a preferred

partner for these potential targets.

Our Acquisition Process

Certain members of our management team

are employed by either Social Capital or Hedosophia or one of their respective affiliates.

Social Capital and Hedosophia are made

aware of potential business opportunities from time to time, one or more of which we may desire to pursue, for a Business Combination.

Our search for a Business Combination,

ability to consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business

Combination, may be materially adversely affected by the recent coronavirus (“COVID-19”) outbreak.

See “Item

Risk Factors —

Risks Relating to Our Search for, and Consummation of or Inability to Consummate a Business

Combination —

Our search for a business combination, and any target business with which we ultimately consummate a

business combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets.”

All of our officers and certain of our

directors have fiduciary and contractual duties to either Social Capital or Hedosophia and to certain companies in which either

of them has invested or are otherwise affiliated with.

These entities, including Social Capital Hedosophia Holdings Corp.

IV (“IPOD”),

Social Capital Hedosophia Holdings Corp.

VI (“IPOF”

and together with IPOD, the “Other Existing SCH SPACs”),

may compete with us for acquisition opportunities.

If these entities decide to pursue any such opportunity, we may be precluded

from pursuing such opportunities.

Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management

team who are also employed by our Sponsor or its affiliates have any obligation to present us with any opportunity for a potential

Business Combination of which they become aware.

Our Sponsor and directors and officers are also not prohibited from sponsoring,

investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business

combinations, prior to us completing our initial Business Combination, and any such involvement may result in conflicts of interests

as described herein.

Our management team, in their capacities as directors, officers or employees of our Sponsor or its affiliates

or in their other endeavors (including other special purpose acquisition companies they are or may become involved with), may choose

to present potential business combinations to the related entities described above, current or future entities affiliated with

or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties

under Cayman Islands law and any other applicable fiduciary duties.

Our amended and restated memorandum and articles of association

provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is

expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity

that we are able to complete on a reasonable basis.

For more information, see “Item 10.

Directors, Executive Officer and

Corporate Governance.”

Our directors and officers presently have,

and any of them in the future may have, additional, fiduciary or contractual obligations to other entities (including other special

purpose acquisition companies they are or may become involved with) pursuant to which such officer or director is or will be required

to present a business combination opportunity to such entity.

Accordingly, if any of our directors or officers becomes aware of

a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual

obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity

to such entity, subject to his or her fiduciary duties under Cayman Islands law.

Our directors and officers are also not required

to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management

time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

See “Item 1A.

Risk Factors —

Risks Relating to Our Management Team and Conflicts of Interest —

Certain of our directors and officers are now, and expect in the future to become, affiliated with entities engaged in business

activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which

entity a particular business opportunity should be presented.”

We do not believe, however, that the fiduciary

duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue Business

Combination opportunities (if we do not consummate the proposed SoFi Business Combination) or complete our initial Business Combination,

including the proposed SoFi Business Combination.

You should not rely on the historical record

of our founders’

and management’s performance as indicative of our future performance.

See “Item 1A.

Past performance by our management team and their respective affiliates may not be indicative of future performance

of an investment in the company.”

Additional Disclosures

2017, our founders, Chamath Palihapitiya and Ian Osborne founded Social Capital Hedosophia Holdings Corp.

(“IPOA”),

a blank check company incorporated for the purposes of effecting a business combination.

Palihapitiya served as the Chief Executive

Officer and Chairman of the board of directors and Mr.

Osborne served as President and as a director of IPOA.

IPOA completed its

initial public offering in September 2017, in which it sold 69,000,000 units, each consisting of one IPOA Class A ordinary share

and one-third of one redeemable warrant for one IPOA Class A ordinary share, for an offering price of $10.00 per unit, generating

aggregate proceeds of $690,000,000.

In October 2019, IPOA consummated a merger with Virgin Galactic, a vertically-integrated aerospace

company pioneering human spaceflight for private individuals and researchers.

Virgin Galactic’s common stock currently trade

on NYSE under the symbol “SPCE”.

Palihapitiya and Mr.

Osborne founded Social Capital Hedosophia Holdings Corp.

II (“IPOB”), a blank check

company incorporated for the purposes of effecting a business combination.

Palihapitiya served as the Chief Executive Officer

and Chairman of the board of directors and Mr.

Osborne served as President and as a director of IPOB.

IPOB completed its initial

public offering in April 2020, in which it sold 41,400,000 units, each consisting of one IPOB Class A ordinary share and one-third

of one redeemable warrant for one IPOB Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds

of $414,000,000.

In December 2020, IPOB consummated a merger with Opendoor Technologies Inc.

(“Opendoor”), a leading

digital platform for residential real estate.

Opendoor’s common stock currently trade on The Nasdaq Global Select Market

under the symbol “OPEN”.

In October 2019, Mr.

Palihapitiya and Mr.

Osborne founded Social Capital Hedosophia Holdings Corp.

III (“IPOC”), a blank check company incorporated for the purposes

of effecting a business combination.

Palihapitiya served as the Chief Executive Officer and Chairman of the board of directors

Osborne served as President and as a director of IPOC.

IPOC completed its initial public offering in April 2020, in which

it sold 82,800,000 units, each consisting of one IPOC Class A ordinary share and one-third of one redeemable warrant for one IPOC

Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $828,000,000.

In January 2021,

IPOC consummated a merger with Clover Health Investments, Corp.

(“Clover Health”), which operates next-generation Medicare

Advantage plans.

Clover Health’s common stock currently trade on The Nasdaq Global Select Market under the symbol “CLOV”.

In July 2020, Mr.

Palihapitiya and Mr.

Osborne founded our company and the Other Existing SHC SPACs, each a blank check company incorporated as a Cayman Islands exempted

company for the purpose of effecting a business combination.

Neither of the Other Existing SCH SPACs has yet announced or consummated

a business combination.

Initial Business Combination

The NYSE rules require that our initial

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 held in trust).

We refer to this as the 80% of net assets test.

board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain

an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with

respect to the satisfaction of such criteria.

We do not currently intend to purchase multiple businesses in unrelated industries

in conjunction with our initial Business Combination, although there is no assurance that will be the case.

We anticipate structuring our initial Business

Combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued

and outstanding equity interests or assets of the target business or businesses.

We may, however, structure our initial Business

Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business

in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete

such Business Combination if the post-transaction 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.

Even if the post-transaction company owns or acquires 50% or more of

the voting securities of the target, our shareholders prior to our initial Business Combination may collectively own a minority

interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial Business Combination

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all

of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new

shares to third-parties in connection with financing our initial Business Combination.

In this case, we would acquire a 100% controlling

interest in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately

prior to our initial Business Combination could own less than a majority of our issued and outstanding shares subsequent to our

initial Business Combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned

or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will

be valued for purposes of the 80% of net assets test.

If our initial Business Combination involves more than one target business,

the 80% of net assets test will be based on the aggregate value of all of the target businesses.

Notwithstanding the foregoing,

if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets

We have encountered, and expect to continue

to encounter, encounter intense competition from other entities having a business objective similar to ours, including private

investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,

competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well established and have

extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing

services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry

knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

Additionally, the number of blank check companies looking for business combination targets has increased compared to recent years

and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business

combinations.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial

Public Offering and the sale of the Private Placement Warrants, if the proposed SoFi Business Combination is not consummated, our

ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available

financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target

Furthermore, in the event we seek shareholder approval of our initial Business Combination and we are obligated to

pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial Business Combination.

Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination.

not completed our initial Business Combination within the required time period, our public shareholders may receive only approximately

$10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We currently have four officers and do

not intend to have any full-time employees prior to the completion of our initial Business Combination.

Members of our management

team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as

they deem necessary to our affairs until we have completed our initial Business Combination.

The amount of time that any such person

will devote in any time period will vary based on the status of the proposed SoFi Business Combination and, if the proposed SoFi

Business Combination is not consummated, whether a different target business has been selected for our initial Business Combination

and the current stage of the Business Combination process.

Risk Factors.

An investment in our securities involves

a high degree of risk.

You should consider carefully all of the risks described below, together with the other information contained

in this Annual Report, including our financial statements and related notes, before making a decision to invest in our securities.

If any of the following events occur, our business, financial condition and operating results may be materially adversely affected.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

and uncertainties described below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or

that we currently believe are not material, may also become important factors that adversely affect our business, financial condition

and operating results.

For risk factors related to the proposed SoFi Business Combination, see the “Risk Factors”

of the SoFi Disclosure Statement that we have filed with the SEC.

Risks Relating to

Our Search for, and Consummation of or Inability to Consummate a Business Combination

shareholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete our initial

Business Combination even though a majority of our public shareholders do not support such a combination.

We may not hold a shareholder vote to approve

our initial Business Combination unless the Business Combination would require shareholder approval under applicable law or stock

exchange rules or if we decide to hold a shareholder vote for business or other reasons.

For instance, the rules of the NYSE currently

allow us to engage in a tender offer in lieu of a general meeting, but would still require us to obtain shareholder approval if

we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any Business

Therefore, if we were structuring a Business Combination that required us to issue more than 20% of our issued and

outstanding shares, we would seek shareholder approval of such Business Combination.

However, except as required by applicable

law or stock exchange rules, the decision as to whether we will seek shareholder approval of a proposed Business Combination or

will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be

based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require

us to seek shareholder approval.

Accordingly, we may consummate our initial Business Combination even if holders of a majority

of the issued and outstanding ordinary shares do not approve of the Business Combination we consummate.

shareholder approval of our initial Business Combination, our initial shareholders, directors and officers have agreed to vote

in favor of such initial Business Combination, regardless of how our public shareholders vote.

Unlike some other blank check

companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes

cast by the public shareholders in connection with an initial Business Combination, our initial shareholders, directors and

officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into

with us, to vote their founder shares and any public shares held by them in favor of our initial Business Combination.

result, in addition to our initial shareholders’

founder shares, we would need 30,187,501, or 37.5% (assuming all

issued and outstanding shares are voted), or 5,031,251, or 6.25% (assuming only the minimum number of shares representing a

quorum are voted), of the 80,500,000 public shares sold in the Initial Public Offering to be voted in favor of an initial

Business Combination in order to have such initial Business Combination approved.

Our directors and officers have also

entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if

We expect that our initial shareholders and their permitted transferees will own at least 20% of our issued and

outstanding ordinary shares at the time of any such shareholder vote.

Accordingly, if we seek shareholder approval of our

initial Business Combination, it is more likely that the necessary shareholder approval will be received than would be the

case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public

shareholders.

Your only opportunity

to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your right to redeem

your shares from us for cash, unless we seek shareholder approval of such Business Combination.

At the time of your investment in us, you

will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses.

Additionally, since

our board of directors may complete a Business Combination without seeking shareholder approval, public shareholders may not have

the right or opportunity to vote on the Business Combination, unless we seek such shareholder approval.

Accordingly, if we do not

seek shareholder approval, your only opportunity to affect the investment decision regarding a potential Business Combination may

be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in

our tender offer documents mailed to our public shareholders in which we describe our initial Business Combination.

of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential Business

Combination targets, which may make it difficult for us to enter into a Business Combination with a target.

We may seek to enter into a Business Combination

transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain

amount of cash.

If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition

and, as a result, would not be able to proceed with the Business Combination.

The amount of the deferred underwriting commissions

payable to the underwriter will not be adjusted for any shares that are redeemed in connection with a Business Combination and

such amount of deferred underwriting discount is not available for us to use as consideration in an initial Business Combination.

If we are able to consummate an initial Business Combination, the per-share value of shares held by non-redeeming shareholders

will reflect our obligation to pay and the payment of the deferred underwriting commissions.

Furthermore, in no event will we redeem

our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions,

or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination.

Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001

or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and

the related Business Combination and may instead search for an alternate Business Combination.

Prospective targets will be aware

of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.

of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete

the most desirable Business Combination or optimize our capital structure.

At the time we enter into an agreement

for our initial Business Combination, we will not know how many shareholders may exercise their redemption rights and, therefore,

we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.

If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase

price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account

to meet such requirements, or arrange for third-party financing.

In addition, if a larger number of shares is submitted for redemption

than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account

or arrange for third-party financing.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence

of indebtedness at higher than desirable levels.

The above considerations may limit our ability to complete the most desirable

Business Combination available to us or optimize our capital structure.

of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability

that our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem

If our initial Business Combination agreement

requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount

of cash at closing, the probability that our initial Business Combination would be unsuccessful increases.

If our initial Business

Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust

If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such

time our shares may trade at a discount to the pro rata amount per share in the Trust Account.

In either situation, you may

suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate

or you are able to sell your shares in the open market.

The requirement

that we complete our initial Business Combination within the prescribed time frame may give potential target businesses leverage

over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business

Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial

Business Combination on terms that would produce value for our shareholders.

Any potential target business with which

we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination

within 24 months from the closing of the Initial Public Offering.

Consequently, such target business may obtain leverage over

us in negotiating a Business Combination, knowing that if we do not complete our initial Business Combination with that particular

target business, we may be unable to complete our initial Business Combination with any target business.

This risk will increase

as we get closer to the end of the 24-month period.

In addition, we may have limited time to conduct due diligence and may enter

into our initial Business Combination on terms that we would have rejected upon a more comprehensive investigation.

be able to complete our initial Business Combination within the prescribed time frame, in which case we would cease all operations

except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders

may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our Sponsor, directors and officers have

agreed that we must complete our initial Business Combination within 24 months from the closing of the Initial Public Offering.

We may not be able to find a suitable target business and complete our initial Business Combination within such time period.

ability to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in the

capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or

a significant outbreak of infectious diseases.

For example, the outbreak of COVID-19 continues to grow both in the U.S.

and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete

our initial Business Combination, including as a result of increased market volatility, decreased market liquidity and third-party

financing being unavailable on terms acceptable to us or at all.

Additionally, the outbreak of COVID-19 and other events (such

as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses

we may seek to acquire.

If we have not completed our initial Business

Combination within such time period or during any Extension Period, we will:

(1) cease all operations except for the purpose

of winding up;

(2) as promptly as reasonably possible but not more than 10 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 (less

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

number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’

as shareholders (including the right to receive further liquidating distributions, if any);

and (3) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate

and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

In such case, our public shareholders may receive only $10.00 per share, or less than $10.00 per share,

on the redemption of their shares, and our warrants will expire worthless.

See “—

If third parties bring claims against

us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be

less than $10.00 per share”

and other risk factors herein.

for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially

adversely affected by the COVID-19 outbreak and other events and the status of debt and equity markets.

The COVID-19 outbreak has adversely affected,

and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely

affect, economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business

of any potential target business with which we consummate a Business Combination could be, or may already have been, materially

and adversely affected.

Furthermore, we may be unable to complete a Business Combination if concerns relating to COVID-19 continue

to restrict travel or limit the ability to have meetings with potential investors, or the target company’s personnel, vendors

and services providers are unavailable to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19

impacts our search for a Business Combination will depend on future developments, which are highly uncertain and cannot be predicted,

including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its

impact, among others.

If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant

outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a Business Combination,

or the operations of a target business with which we ultimately consummate a Business Combination, may be materially adversely

In addition, our ability to consummate

a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events

(such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of

increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable to us

Finally, the outbreak of COVID-19 may also

have the effect of heightening many of the other risks described in this “Risk Factors”

section, such as those related

to the market for our securities and cross-border transactions.

shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors or any of their respective

affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed Business

Combination and reduce the public “float”

of our securities.

If we seek shareholder approval of our

initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to

the tender offer rules, our Sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares

or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial

Business Combination.

Any such price per share may be different than the amount per share a public shareholder would receive if

it elected to redeem its shares in connection with our initial Business Combination.

Additionally, at any time at or prior to our

initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information),

our Sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and

others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial Business Combination

or not redeem their public shares.

However, our Sponsor, directors, officers, advisors or any of their respective affiliates are

under no obligation or duty to do so and they have no current commitments, plans or intentions to engage in such transactions and

have not formulated any terms or conditions for any such transactions.

The purpose of such purchases could be to vote such shares

in favor of our initial Business Combination and thereby increase the likelihood of obtaining shareholder approval of our initial

Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth

or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or

to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination.

This may result in the completion of our initial Business Combination that may not otherwise have been possible.

In addition, if such purchases are made,

the public “float”

of our securities and the number of beneficial holders of our securities may be reduced, possibly

making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a shareholder

fails to receive notice of our offer to redeem our public shares in connection with our initial Business Combination, or fails

to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules

or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination.

Despite our compliance

with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not

become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials, as applicable,

that we will furnish to holders of our public shares in connection with our initial Business Combination will describe the various

procedures that must be complied with in order to validly tender or redeem public shares.

In the event that a shareholder fails

to comply with these procedures, its shares may not be redeemed.

entitled to protections normally afforded to investors of many other blank check companies.

Because we had net tangible assets in excess

of $5,000,000 upon the successful completion of the Initial Public Offering and the sale of the Private Placement Warrants and

filed a Current Report on Form 8-K, including our audited balance sheet demonstrating this fact, we are exempt from rules promulgated

by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors are not afforded the benefits

or protections of those rules.

Among other things, this means we will have a longer period of time to complete our initial Business

Combination than do companies subject to Rule 419.

Moreover, if the Initial Public Offering was subject to Rule 419,

that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds

in the Trust Account were released to us in connection with our completion of an initial Business Combination.

shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group”

of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you

will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

If we seek shareholder approval of our

initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to

the tender offer rules, our amended and restated memorandum and articles of association provide that 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 Exchange Act), will be restricted from redeeming its shares with respect to more than

an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,”

our prior consent.

However, we would not be restricting our shareholders’

ability to vote all of their shares (including

Excess Shares) for or against our initial Business Combination.

Your inability to redeem the Excess Shares will reduce your influence

over our ability to complete our initial Business Combination and you could suffer a material loss on your investment in us if

you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to

the Excess Shares if we complete our initial Business Combination.

And as a result, you will continue to hold that number of shares

exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially

our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to

complete our initial Business Combination.

If we have not completed our initial Business Combination within the required time period,

our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of

their shares, and our warrants will expire worthless.

We have encountered, and expect to continue

to encounter, intense competition from other entities having a business objective similar to ours, including private investors

(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,

competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well established and have

extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing

services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry

knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

Additionally, the number of blank check companies looking for business combination targets has increased compared to recent years

and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business

combinations.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial

Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain

target businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives

others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, in the event we seek shareholder approval

of our initial Business Combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially

reduce the resources available to us for our initial Business Combination.

Any of these obligations may place us at a competitive

disadvantage in successfully negotiating a Business Combination.

If we have not completed our initial Business Combination within

the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances,

on the liquidation of our Trust Account and our warrants will expire worthless.

See “—

If third parties bring claims

against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders

may be less than $10.00 per share”

and other risk factors herein.

As the number of special purpose

acquisition companies increases, there may be more competition to find an attractive target for an initial Business Combination.

This could increase the costs associated with completing our initial Business Combination and may result in our inability to find

a suitable target for our initial Business Combination.

In recent years, the number of special

purpose acquisition companies that have been formed has increased substantially.

Many companies have entered into Business Combinations

with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for

their initial Business Combination, as well as many additional special purpose acquisition companies currently in registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify

a suitable target for an initial Business Combination.

In addition, because there are more special

purpose acquisition companies seeking to enter into an initial Business Combination with available targets, the competition for

available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved

financial terms.

Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical

tensions or increases in the cost of additional capital needed to close Business Combinations or operate targets post-Business

This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target

for and/or complete our initial Business Combination.

not being held in the Trust Account are insufficient to allow us to operate for at least the 24 months following the closing

of the Initial Public Offering, we may be unable to complete our initial Business Combination.

The funds available to us outside of the

Trust Account may not be sufficient to allow us to operate for at least the 24 months following the closing of the Initial

Public Offering, assuming that our initial Business Combination is not completed during that time.

We expect to incur significant

costs in pursuit of our acquisition plans.

Management’s plans to address this need for capital through potential loans from certain of our affiliates are discussed in the section of the annual report titled “Item

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

However, our affiliates

are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties

necessary to fund our expenses.

Any such event in the future may negatively impact the analysis regarding our ability to continue

as a going concern at such time.

Of the funds available to us, we

could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target

We could also use a portion of the funds as a down payment or to fund a “no-shop”

provision in letters of intent designed to keep target businesses from “shopping”

around for transactions with

other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed

Business Combination, although we do not have any current intention to do so.

If we enter into a letter of intent where we

paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds

(whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct

due diligence with respect to, a target business.

If we have not completed our initial Business Combination within the

required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain

circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

See “—

parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount

received by shareholders may be less than $10.00 per share”

and other risk factors herein.

the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and

complete an initial Business Combination.

In recent months, the market for directors

and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management

Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such

policies have generally increased and the terms of such policies have generally become less favorable.

These trends may continue

into the future.

The increased cost and decreased availability

of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete

an initial Business Combination.

In order to obtain directors and officers liability insurance or modify its coverage as a result

of becoming a public company, the post-Business Combination entity might need to incur greater expense and/or accept less favorable

Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the

post-Business Combination’s ability to attract and retain qualified officers and directors.

In addition, after completion of any initial

Business Combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged

to have occurred prior to such initial Business Combination.

As a result, in order to protect our directors and officers, the post-Business

Combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”).

The need for run-off insurance would be an added expense for the post-Business Combination entity and could interfere with or frustrate

our ability to consummate an initial Business Combination on terms favorable to our investors.

If third parties

bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by

shareholders may be less than $10.00 per share.

Our placing of funds in the Trust Account

may not protect those funds from third-party claims against us.

Although we will seek to have all vendors, service providers (other

than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our

public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented

from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility

or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage

with respect to a claim against our assets, including the funds held in the Trust Account.

If any third party refuses to execute

an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives

available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes

that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we

may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise

or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver

or in cases where we are unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that

such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with us and will not seek recourse against the Trust Account for any reason.

Upon redemption of our public shares,

if we have not completed our initial Business Combination within the required time period, or upon the exercise of a redemption

right in connection with our initial Business Combination, we will be required to provide for payment of claims of creditors that

were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption

amount received by public shareholders could be less than the $10.00 per public share initially held in the Trust Account, due

to claims of such creditors.

Our Sponsor has agreed that it will be

liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products

sold to us, or a prospective target business with which we have 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 the 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 our indemnity of the underwriter of

the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event

that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent

of any liability for such third-party claims.

We have not independently verified whether our Sponsor has sufficient funds to satisfy

its indemnity obligations and believe that our Sponsor’s only assets are securities of our company.

Our Sponsor may not have

sufficient funds available to satisfy those obligations.

We have not asked our Sponsor to reserve for such obligations, and therefore,

no funds are currently set aside to cover any such obligations.

As a result, if any such claims were successfully made against

the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00

per public share.

In such event, we may not be able to complete our initial Business Combination, and you would receive such lesser

amount per public share in connection with any redemption of your public shares.

None of our directors or officers will indemnify

us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors

may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the

Trust Account available for distribution to our public shareholders.

In the event that the proceeds in the Trust

Account are reduced below the lesser of (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 the trust assets, in

each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations

or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether

to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent

directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible

that our independent directors in exercising their business judgment may choose not to do so in any particular instance.

independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available

for distribution to our public shareholders may be reduced below $10.00 per share.

The securities

in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of

the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per

The proceeds held in the Trust Account

will be invested only in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds investing

solely in U.S.

While short-term U.S.

government treasury obligations currently yield a positive rate of interest, they

have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest rates below

zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in

the future adopt similar policies in the United States.

In the event that we are unable to complete our initial Business Combination

or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled

to receive their pro rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or

payable (less, in the case we are unable to complete our initial Business Combination, $100,000 of interest).

Negative interest

rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders

may be less than $10.00 per share.

distribute the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary

winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds,

and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing

the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in

the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy

petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable

debtor/creditor and/or insolvency laws as a voidable performance.

As a result, a liquidator could seek to recover some or all amounts

received by our shareholders.

In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors

and/or having acted in bad faith by paying public shareholders from the Trust Account prior to addressing the claims of creditors,

thereby exposing itself and us to claims of punitive damages.

distributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary

winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have

priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection

with our liquidation may be reduced.

If, before distributing the proceeds in

the Trust Account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy

petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency

law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of

our shareholders.

To the extent any liquidation claims deplete the Trust Account, the per-share amount that would otherwise be

received by our shareholders in connection with our liquidation would be reduced.

If we are deemed

to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.

If we are deemed to be an investment company

under the Investment Company Act, our activities may be restricted, including:

restrictions on the nature of our investments;

restrictions on the issuance of securities;

each of which may make it difficult for

us to complete our initial Business Combination.

In addition, we may have imposed upon us

burdensome requirements, including:

registration as an investment company with the SEC;

adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations

that we are currently not subject to.

We do not believe that our anticipated

principal activities will subject us to the Investment Company Act.

The proceeds held in the Trust Account may be invested by the

trustee only in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds investing solely

Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

Because the investment

of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in

Rule 3a-1 promulgated under the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance

with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder

our ability to complete a Business Combination.

If we have not completed our initial Business Combination within the required time

period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation

of our Trust Account and our warrants will expire worthless.

laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability

to negotiate and complete our initial Business Combination, and results of operations.

We are subject to laws and regulations

enacted by national, regional and local governments.

In particular, we will be required to comply with certain SEC and other legal

requirements, our business combination may be contingent on our ability to comply with certain laws and regulations and any post-business

combination company may be subject to additional laws and regulations.

Compliance with, and monitoring of, applicable laws and

regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may

also change from time to time and those changes could have a material adverse effect on our business, including our ability to

negotiate and complete our initial Business Combination, and results of operations.

In addition, a failure to comply with applicable

laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to

negotiate and complete our initial Business Combination, and results of operations.

not completed our initial Business Combination within the allotted time period, our public shareholders may be forced to wait beyond

such allotted time period before redemption from our Trust Account.

If we have not completed our initial Business

Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period, we will distribute

the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution

expenses and which interest shall be net of taxes payable), pro rata to our public shareholders by way of redemption and cease

all operations except for the purposes of winding up of our affairs, as further described herein.

Any redemption of public shareholders

from the Trust Account shall be effected automatically by function of our amended and restated memorandum and articles of association

prior to any voluntary winding up.

If we are required to windup, liquidate the Trust Account and distribute such amount therein,

pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must

comply with the applicable provisions of the Companies Act.

In that case, investors may be forced to wait beyond the allotted time

period before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata

portion of the proceeds from our Trust Account.

We have no obligation to return funds to investors prior to the date of our redemption

or liquidation unless, prior thereto, we consummate our initial Business Combination or amend certain provisions of our amended

and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their

Class A ordinary shares.

Only upon our redemption or any liquidation will public shareholders be entitled to distributions

if we have not completed our initial Business Combination within the required time period and do not amend certain provisions of

our amended and restated memorandum and articles of association prior thereto.

Our shareholders

may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their

If we are forced to enter into an insolvent

liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately

following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course

As a result, a liquidator could seek to recover some or all amounts received by our shareholders.

Furthermore, our

directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and

thereby exposing themselves and our company to claims, by paying public shareholders from the Trust Account prior to addressing

the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

We and our directors

and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while

we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable

for a fine of up to approximately $18,300 and to imprisonment for up to five years in the Cayman Islands.

hold an annual general meeting until after the consummation of our initial Business Combination.

Our public shareholders will not

have the right to elect or remove directors prior to the consummation of our initial Business Combination.

In accordance with the NYSE corporate governance

requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our

listing on the NYSE.

There is no requirement under the Companies Act for us to hold annual or general meetings to appoint directors.

Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with

In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote

on the appointment of directors prior to consummation of our initial Business Combination.

In addition, holders of a majority of

our founder shares may remove a member of the board of directors for any reason.

registration rights to our initial shareholders and their permitted transferees may make it more difficult to complete our initial

Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary

At or after the time of our initial Business

Combination, our initial shareholders and their permitted transferees can demand that we register the resale of their founder shares

after those shares convert to our Class A ordinary shares.

In addition, our Sponsor and its permitted transferees can demand

that we register the resale of the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the

Private Placement Warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that

we register the resale of such warrants or the Class A ordinary shares issuable upon exercise of such warrants.

the cost of registering these securities.

The registration and availability of such a significant number of securities for trading

in the public market may have an adverse effect on the market price of our Class A ordinary shares.

In addition, the existence

of the registration rights may make our initial Business Combination more costly or difficult to conclude.

This is because the

shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration

to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares

owned by our initial shareholders or their permitted transferees, our Private Placement Warrants or warrants issued in connection

with working capital loans are registered for resale.

are not limited to a particular industry or any specific target businesses with which to pursue our initial Business Combination,

you will be unable to ascertain the merits or risks of any particular target business’s operations.

Although we expect to focus our search

for a target business in the technology industry, we may seek to complete a Business Combination with an operating company of any

size (subject to our satisfaction of the 80% of net assets test) and in any industry, sector or geographic area.

However, we will

not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial Business Combination

solely with another blank check company or similar company with nominal operations.

Because we have not yet selected or approached

any specific target business with respect to a Business Combination, there is no basis to evaluate the possible merits or risks

of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete our initial Business Combination, we may be affected by numerous risks inherent in the business operations

with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an established record

of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or development

stage entity.

Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business,

we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate

time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to

control or reduce the chances that those risks will adversely impact a target business.

We also cannot assure you that an investment

in our securities will not ultimately prove to be less favorable to our investors than a direct investment, if such opportunity

were available, in a Business Combination target.

Accordingly, any shareholder or warrant holder who chooses to remain a shareholder

or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities.

Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

acquisition opportunities outside the technology industries, which may be outside of our management’s areas of expertise.

We will consider a Business Combination

outside the technology industries, which may be outside of our management’s areas of expertise, if a Business Combination

candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company.

In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s

expertise may not be directly applicable to its evaluation or operation, and our management’s expertise would not be relevant

to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain

or assess all of the significant risk factors relevant to such acquisition.

Accordingly, any shareholder or warrant holder who

chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction

in the value of their securities.

Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may

enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the

target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our

general criteria and guidelines.

Although we have identified general criteria

and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our

initial Business Combination will not have all of these positive attributes.

If we complete our initial Business Combination with

a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful as a combination

with a business that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective Business Combination

with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption

rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum

net worth or a certain amount of cash.

In addition, if shareholder approval of the transaction is required by applicable law or

stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more

difficult for us to attain shareholder approval of our initial Business Combination if the target business does not meet our general

criteria and guidelines.

If we have not completed our initial Business Combination within the required time period, our public

shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust

Account and our warrants will expire worthless.

acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record

of revenue or earnings.

To the extent we complete our initial Business

Combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or

earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine.

These risks include

investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings,

intense competition and difficulties in obtaining and retaining key personnel.

Although our directors and officers will endeavor

to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant

risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our

control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

required to obtain an opinion regarding fairness.

Consequently, you may have no assurance from an independent source that the price

we are paying for the business is fair to our company from a financial point of view.

Unless we complete our initial Business

Combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company

from a financial point of view.

If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors,

who will determine fair market value based on standards generally accepted by the financial community.

Such standards used will

be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial Business Combination.

additional Class A ordinary shares or preferred shares to complete our initial Business Combination or under an employee incentive

plan after completion of our initial Business Combination.

We may also issue Class A ordinary shares upon the conversion of

the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result

of the anti-dilution provisions contained in our amended and restated memorandum and articles of association.

Any such issuances

would dilute the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and

articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share,

50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 undesignated preferred shares, par value $0.0001

As of December 31, 2020, there were 391,375,000 and 29,875,000 authorized but unissued Class A ordinary shares

and Class B ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance

upon exercise of outstanding warrants but not upon conversion of the Class B ordinary shares.

Class B ordinary shares

are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein.

As of December 31, 2020, there were no preferred shares issued and outstanding.

We may issue a substantial number of additional

Class A ordinary shares, and may issue preferred shares, in order to complete our initial Business Combination or under an

employee incentive plan after completion of our initial Business Combination.

We may also issue Class A ordinary shares to

redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our

initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles

of association.

However, our amended and restated memorandum and articles of association provide, among other things, that prior

to our initial Business Combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive

funds from the Trust Account or (2) vote as a class with our public shares on any initial Business Combination.

of additional ordinary shares or preferred shares:

may significantly dilute the equity interest of investors in the Initial Public Offering, which

dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A

ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights

senior to those afforded our ordinary shares;

could cause a change of control if a substantial number of our ordinary shares is issued, which

may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation

or removal of our present directors and officers;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership

or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Units, ordinary shares and/or warrants;

may not result in adjustment to the exercise price of our warrants.

Business Combination may involve a jurisdiction that could impose taxes on shareholders.

We may, subject to requisite shareholder

approval by special resolution under the Companies Act, effect a Business Combination with a target company in another jurisdiction,

reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction.

Such transactions may result in tax liability for a shareholder or warrant holder in the jurisdiction in which the shareholder

or warrant holder is a tax resident (or in which its members are resident if it is a tax transparent entity), in which the target

company is located, or in which we reincorporate.

In the event of a reincorporation pursuant to our initial Business Combination,

such tax liability may attach prior to any consummation of redemptions.

We do not intend to make any cash distributions to shareholders

to pay such taxes.

Resources could

be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

If we have not completed our initial Business Combination within the required time

period, our public shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances,

on the liquidation of our Trust Account and our warrants will expire worthless.

We anticipate that the investigation of

each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other

instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others.

If we decide not to complete a specific initial Business Combination, the costs incurred up to that point for the proposed transaction

likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete

our initial Business Combination for any number of reasons including those beyond our control.

Any such event will result in a

loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge

with another business.

If we have not completed our initial Business Combination within the required time period, our public shareholders

may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and

our warrants will expire worthless.

We may engage

in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with

our Sponsor, directors or officers which may raise potential conflicts of interest.

In light of the involvement of our Sponsor,

directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, directors

and officers.

Certain of our directors and officers also serve as officers and board members for other entities, including those

described under “Item 10.

Directors, Executive Officer and Corporate Governance —

Conflicts of Interest.”

Such entities, including the Other Existing SCH SPACs, may compete with us for Business Combination opportunities.

If we determined

that an affiliated entity met our criteria and guidelines for a Business Combination and such transaction was approved by a majority

of our independent and disinterested directors.

Despite our agreement that we, or a committee of independent and disinterested

directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly

renders fairness opinions on the type of target business we are seeking to acquire, regarding the fairness to our company from

a financial point of view of a Business Combination with one or more businesses affiliated with our Sponsor, directors or officers,

potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous

to our public shareholders as they would be absent any conflicts of interest.

Since our initial

shareholders will lose their entire investment in us if our initial Business Combination is not completed, a conflict of interest

may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination.

Our initial shareholders collectively own

20% of our issued and outstanding shares after the Initial Public Offering (assuming they do not purchase any units in the

Initial Public Offering), for which they paid an aggregate amount of $25,000.

The founder shares will be worthless if we do not

complete an initial Business Combination.

In addition, our Sponsor purchased an aggregate

of 8,000,000 Private Placement Warrants, each exercisable for one Class A ordinary share, for a purchase price of $16,000,000 in

the aggregate, or $2.00 per warrant, that will also be worthless if we do not complete a Business Combination.

Each Private Placement

Warrant may be exercised for one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided

The founder shares are identical to the

ordinary shares included in the Units except that:

(1) prior to our initial Business Combination, only holders of the

founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove

a member of the board of directors for any reason;

(2) the founder shares are subject to certain transfer restrictions contained

in a letter agreement that our initial shareholders, directors and officers have entered into with us;

(3) pursuant to such

letter agreement, our initial shareholders, directors and officers have agreed to waive:

(i) their redemption rights with

respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial Business

(ii) their redemption rights with respect to any founder shares and public shares held by them in connection

with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance

or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public

shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering

or (B) with respect to any other provision relating to shareholders’

rights or pre-initial Business Combination activity;

and (iii) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if

we fail to complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or during

any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public

shares they hold if we fail to complete our initial Business Combination within the prescribed time frame);

(4) the founder

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

at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described

in more detail below;

and (5) the founder shares are entitled to registration rights.

If we submit our initial Business Combination

to our public shareholders for a vote, our initial shareholders have agreed (and their permitted transferees will agree), pursuant

to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them purchased

during or after the Initial Public Offering in favor of our initial Business Combination.

While we do not expect our board of directors

to approve any amendment to or waiver of the letter agreement or registration rights agreement prior to our initial Business Combination,

it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses

to approve one or more amendments to or waivers of such agreements in connection with the consummation of our initial Business

Any such amendments or waivers would not require approval from our stockholders, may result in the completion of our

initial Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment

in our securities.

The personal and financial interests of

our Sponsor, directors and officers may influence their motivation in identifying and selecting a target Business Combination,

completing an initial Business Combination and influencing the operation of the business following the initial Business Combination.

This risk may become more acute as the 24-month deadline following the closing of the Initial Public Offering nears, which is the

deadline for the completion of our initial Business Combination.

effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters

and modified governing instruments, including their warrant agreements.

We cannot assure you that we will not seek to amend our

amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us

to complete our initial business combination that some of our shareholders may not support.

In order to effectuate an initial

business combination, blank check companies have, in the recent past, amended various provisions of their charters and

modified governing instruments, including their warrant agreements.

For example, blank check companies have amended the

definition of business combination, increased redemption thresholds and extended the time to consummate an initial business

combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for

cash and/or other securities.

Amending our amended and restated memorandum and articles of association requires at least a

special resolution of our shareholders as a matter of Cayman Islands law.

A resolution is deemed to be a special resolution

as a matter of Cayman Islands law where it has been approved by either (1) holders of at least two-thirds (or any higher

threshold specified in a company’s articles of association) of a company’s ordinary shares at a general meeting

for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so

authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s

shareholders.

Our amended and restated memorandum and articles of association provide that special resolutions must be

approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the

lowest threshold permissible under Cayman Islands law) (other than amendments relating to provisions governing the

appointment or removal of directors prior to our initial business combination, which require the approval of the holders of a

majority of at least 90% of our ordinary shares attending and voting in a general meeting), or by a unanimous written

resolution of all of our shareholders.

The warrant agreement provides that (a) the terms of the warrants may be amended

without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform

the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth

in the prospectus related to our Initial Public Offering, or defective provision or (ii) adding or changing any provisions

with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem

necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants

under the warrant agreement and (b) all other modifications or amendments require the vote or written consent of at least 65%

of the then outstanding public warrants;

provided that any amendment that solely affects the terms of the private placement

warrants or any provision of the warrant agreement solely with respect to the private placement warrants will also require at

least 65% of the then outstanding private placement warrants.

We cannot assure you that we will not seek to amend our amended

and restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend the

time to consummate an initial business combination in order to effectuate our initial business combination.

To the extent any

of such amendments would be deemed to fundamentally change the nature of any of the securities offered through the

registration statement of which this prospectus forms a part, we would register, or seek an exemption from registration for,

the affected securities.

notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect

our leverage and financial condition and thus negatively impact the value of our shareholders’

investment in us.

We may choose to incur substantial debt

to complete our initial Business Combination.

We have agreed that we will not incur any indebtedness unless we have obtained from

the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account.

no issuance of debt will affect the per-share amount available for redemption from the Trust Account.

Nevertheless, the incurrence

of debt could have a variety of negative effects, including:

default and foreclosure on our assets if our operating revenues after an initial Business Combination

are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest

payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a

waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt is payable on

our inability to obtain necessary additional financing if the debt contains covenants restricting

our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends on our ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will

reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other

general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the

industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who

have less debt.

We may be able

to complete only one Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement

Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification may negatively impact our operations and profitability.

We may effectuate our initial Business

Combination with a single target business or multiple target businesses simultaneously or within a short period of time.

we may not be able to effectuate our initial Business Combination with more than one target business because of various factors,

including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements

with the SEC that present operating results and the financial condition of several target businesses as if they had been operated

on a combined basis.

By completing our initial Business Combination with only a single entity our lack of diversification may subject

us to numerous economic, competitive and regulatory risks.

Further, we would not be able to diversify our operations or benefit

from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several

Business Combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success

solely dependent upon the performance of a single business, property or asset;

dependent upon the development or market acceptance of a single or limited number of products,

processes or services.

This lack of diversification may subject

us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular

industry in which we may operate subsequent to our initial Business Combination.

We may attempt

to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our

initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire

several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its

business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us,

and delay our ability, to complete our initial Business Combination.

With multiple Business Combinations, we could also face additional

risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if

there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services

or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks, it could

negatively impact our profitability and results of operations.

We may attempt

to complete our initial Business Combination with a private company about which little information is available, which may result

in a Business Combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we

may seek to effectuate our initial Business Combination with a privately held company.

Very little public information generally

exists about private companies, and we could be required to make our decision on whether to pursue a potential initial Business

Combination on the basis of limited information, which may result in a Business Combination with a company that is not as profitable

as we suspected, if at all.

We do not have

a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete a

Business Combination with which a substantial majority of our shareholders do not agree.

Our amended and restated memorandum and

articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our public

shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater

net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination.

a result, we may be able to complete our initial Business Combination even though a substantial majority of our public shareholders

do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial Business Combination

and do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered

into privately negotiated agreements to sell their shares to our Sponsor, directors, officers, advisors or any of their respective

In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted

for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed

the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, and all ordinary

shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.

Certain provisions

of our amended and restated memorandum and articles of association that relate to our pre-Business Combination activity (and corresponding

provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders

of at least two-thirds of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than

that of some other blank check companies.

It may be easier for us, therefore, to amend our amended and restated memorandum and

articles of association and the trust agreement to facilitate the completion of an initial Business Combination that some of our

shareholders may not support.

Some other blank check companies have

a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a

company’s pre-Business Combination activity, without approval by holders of a certain percentage of the

company’s shares.

In those companies, amendment of these provisions typically requires approval by holders holding

between 90% and 100% of the company’s public shares.

Our amended and restated memorandum and articles of association

provide that any of its provisions, including those related to pre-Business Combination activity (including the requirement

to deposit proceeds of the Initial Public Offering and the sale of Private Placement Warrants into the Trust Account and not

release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our

ordinary shares who attend and vote at a general meeting, and corresponding provisions of the trust agreement governing the

release of funds from our Trust Account may be amended if approved by holders of 65% of our ordinary shares (other than

amendments relating to provisions governing the appointment or removal of directors prior to our initial Business

Combination, which require the approval of the holders of a majority of at least 90% of our ordinary shares attending and

voting in a general meeting).

Our initial shareholders, who collectively beneficially own 20% of our ordinary shares, may

participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and

will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of our

amended and restated memorandum and articles of association which govern our pre-Business Combination behavior more easily

than some other blank check companies, and this may increase our ability to complete our initial Business Combination with

which you do not agree.

In certain circumstances, our shareholders may pursue remedies against us for any breach of our

amended and restated memorandum and articles of association.

We may be unable

to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business,

which could compel us to restructure or abandon a particular Business Combination.

If the net proceeds of the Initial Public

Offering and the sale of the Private Placement Warrants prove to be insufficient, either because of the size of our initial Business

Combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant

number of shares from shareholders who elect redemption in connection with our initial Business Combination or the terms of negotiated

transactions to purchase shares in connection with our initial Business Combination, we may be required to seek additional financing

or to abandon the proposed Business Combination.

We cannot assure you that such financing will be available on acceptable terms,

To the extent that additional financing proves to be unavailable when needed to complete our initial Business Combination,

we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative

target business candidate.

In addition, even if we do not need additional

financing to complete our initial Business Combination, we may require such financing to fund the operations or growth of the target

The failure to secure additional financing could have a material adverse effect on the continued development or growth

of the target business.

None of our directors, officers or shareholders is required to provide any financing to us in connection

with or after our initial Business Combination.

If we have not completed our initial Business Combination within the required time

period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation

of our Trust Account, and our warrants will expire worthless.

shareholders will control the election of our board of directors until consummation of our initial Business Combination and will

hold a substantial interest in us.

As a result, they will appoint all of our directors prior to our initial Business Combination

and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.

Our initial shareholders own 20% of our

issued and outstanding ordinary shares.

In addition, prior to our initial Business Combination, holders of the founder shares

will have the right to appoint all of our directors and may remove members of the board of directors for any reason.

our public shares will have no right to vote on the appointment of directors during such time.

These provisions of our amended

and restated memorandum and articles of association may only be amended by a special resolution passed by the holders of a majority

of at least 90% of our ordinary shares attending and voting in a general meeting.

As a result, you will not have any influence

over the appointment of directors prior to our initial Business Combination.

In addition, as a result of their substantial

ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote,

potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association

and approval of major corporate transactions.

If our initial shareholders purchase any Class A ordinary shares in the aftermarket

or in privately negotiated transactions, this would increase their influence over these actions.

Accordingly, our initial shareholders

will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial Business

of our warrant agreement may make it more difficult for us to consummate an initial Business Combination.

Unlike some blank check companies, if

we issue additional ordinary shares or equity-linked securities for capital raising purposes in

connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per

ordinary share (with such issue price or effective issue price to be determined in good faith by our 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”),

the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,

and interest thereon, available for the funding of our initial Business Combination on the date of the completion of our initial

Business Combination (net of redemptions), and

the volume weighted average trading price of our Class A ordinary shares during the 20 trading

day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the

“Market Value”) is below $9.20 per share,

then the exercise price of the

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, the $18.00 per share redemption trigger price applicable to our warrants 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 price

applicable to our warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly

Issued Price.

This may make it more difficult for us to consummate an initial Business Combination with a target

and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult

to effectuate our initial Business Combination.

We issued warrants to purchase 20,125,000

Class A ordinary shares, at a price of $11.50 per whole share (subject to adjustment as provided herein), as part of the Units

sold in the Initial Public Offering and, simultaneously with the closing of the Initial Public Offering, we issued in the Private

Placement an aggregate of 8,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at

a price of $11.50 per share, subject to adjustment as provided herein.

Our initial shareholders currently hold 20,125,000 Class B

ordinary shares.

The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject

to adjustment as set forth herein.

In addition, if our Sponsor, an affiliate of our Sponsor or certain of our directors and officers

make any working capital loans, up to $2,500,000 of such loans may be converted into warrants, at the price of $2.00 per warrant

at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

To the extent we issue Class A

ordinary shares to effectuate a Business Combination, the potential for the issuance of a substantial number of additional Class A

ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target

Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value

of the Class A ordinary shares issued to complete the Business Combination.

Therefore, our warrants and founder shares may

make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.

The Private Placement Warrants are identical

to the warrants sold as part of the Units except that, so long as they are held by our Sponsor or its permitted transferees:

will not be redeemable by us (except under limited exceptions);

(2) they (including the Class A ordinary shares issuable

upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor

until 30 days after the completion of our initial Business Combination;

(3) they may be exercised by the holders on a

cashless basis;

and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration

must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial Business Combination with some prospective target businesses.

The federal proxy rules require that a

proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include historical

and/or pro forma financial statement disclosure in periodic reports.

We will include the same financial statement disclosure

in connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements

may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United

States of America, or U.S.

GAAP, or international financial reporting standards as issued by the International Accounting Standards

Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance

with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial statement requirements

may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements

in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial Business Combination

within the prescribed time frame.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require

substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley

Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the

year ending December 31, 2021.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and

no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting

firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes

compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies

because a target business with which we seek to complete our initial Business Combination may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such entity

to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

If our management

team pursues a company with operations or opportunities outside of the United States for our initial Business Combination, we may

face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial

Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.

If our management team pursues a company

with operations or opportunities outside of the United States for our initial Business Combination, we would be subject to risks

associated with cross-border Business Combinations, including in connection with investigating, agreeing to and completing our

initial Business Combination, conducting due diligence in a foreign market, having such transaction approved by any local governments,

regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial Business Combination

with such a company, we would be subject to any special considerations or risks associated with companies operating in an international

setting (including how relevant governments respond to such factors), including any of the following:

costs and difficulties inherent in managing cross-border business operations and complying with

commercial and legal requirements of overseas markets;

rules and regulations regarding currency redemption;

complex corporate withholding taxes on individuals;

laws governing the manner in which future Business Combinations may be effected;

tariffs and trade barriers;

regulations related to customs and import/export matters;

longer payment cycles;

tax consequences, such as tax law changes, including termination or reduction of tax and other

incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United

currency fluctuations and exchange controls, including devaluations and other exchange rate movements;

rates of inflation, price instability and interest rate fluctuations;

liquidity of domestic capital and lending markets;

challenges in collecting accounts receivable;

cultural and language differences;

employment regulations;

energy shortages;

crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other

forms of social instability;

deterioration of political relations with the United States;

obligatory military service by personnel;

government appropriation of assets.

We may not be able to adequately address

these additional risks.

If we were unable to do so, we may be unable to complete such combination or, if we complete such combination,

our operations might suffer, either of which may adversely impact our results of operations and financial condition.

Relating to the Post-Business Combination Company

risks related to companies in the technology industries.

Business combinations with companies in

the technology industries entail special considerations and risks.

If we are successful in completing a Business Combination with

such a target business, we may be subject to, and possibly adversely affected by, the following risks:

an inability to compete effectively in a highly competitive environment with many incumbents having

substantially greater resources;

an inability to manage rapid change, increasing consumer expectations and growth;

an inability to build strong brand identity and improve subscriber or customer satisfaction and

a reliance on proprietary technology to provide services and to manage our operations, and the

failure of this technology to operate effectively, or our failure to use such technology effectively;

an inability to deal with our subscribers’

or customers’

privacy concerns;

an inability to attract and retain subscribers or customers;

an inability to license or enforce intellectual property rights on which our business may depend;

any significant disruption in our computer systems or those of third parties that we would utilize

in our operations;

an inability by us, or a refusal by third parties, to license content to us upon acceptable terms;

potential liability for negligence, copyright, or trademark infringement or other claims based

on the nature and content of materials that we may distribute;

competition for advertising revenue;

competition for the leisure and entertainment time and discretionary spending of subscribers or

customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior;

disruption or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,”

misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of

information or similar events;

an inability to obtain necessary hardware, software and operational support;

reliance on third-party vendors or service providers.

Any of the foregoing could have an adverse

impact on our operations following a Business Combination.

However, our efforts in identifying prospective target businesses will

not be limited to the technology industries.

Accordingly, if we acquire a target business in another industry, these risks we will

be subject to risks attendant with the specific industry in which we operate or target business which we acquire, which may or

may not be different than those risks listed above.

For risk factors related to the proposed SoFi Business Combination, see the

“Risk Factors”

section of the SoFi Disclosure Statement that we have filed with the SEC.

to our completion of our initial Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring

and impairment or other charges that could have a significant negative effect on our financial condition, results of operations

and the price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence

on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may

be present with a particular target business that it would be possible to uncover all material issues through a customary amount

of due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of

these factors, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other

charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of

this nature could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature may

cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a

target business or by virtue of our obtaining post-combination debt financing.

Accordingly, any shareholder or warrant holder who

chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction

in the value of their securities.

Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

After our initial

Business Combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political,

social and government policies, developments and conditions in the country in which we operate.

The economic, political and social conditions,

as well as government policies, of the country in which our operations are located could affect our business.

Economic growth could

be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand

for spending in certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect

our ability to find an attractive target business with which to consummate our initial Business Combination and if we effect our

initial Business Combination, the ability of that target business to become profitable.

Our management

may not be able to maintain control of a target business after our initial Business Combination.

We cannot provide assurance that,

upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably

operate such business.

We may structure our initial Business Combination

so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests

or assets of a target business, but we will complete such Business Combination only if the post-transaction 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 us not to be required to register as an investment company under the Investment Company Act.

consider any transaction that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting

securities of the target, our shareholders prior to our initial Business Combination may collectively own a minority interest in

the post Business Combination company, depending on valuations ascribed to the target and us in our initial Business Combination

For example, we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange

for all of the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number

of new shares to third-parties in connection with financing our initial Business Combination.

In this case, we would acquire a

100% interest in the target.

However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders

immediately prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to

such transaction.

In addition, other minority shareholders may subsequently combine their holdings resulting in a single person

or group obtaining a larger share of our shares than we initially acquired.

Accordingly, this may make it more likely that our

management will not be able to maintain our control of the target business.

limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business Combination

with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting

our initial Business Combination with a prospective target business, our ability to assess the target business’s management

may be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target’s management,

therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations

and profitability of the post-combination business may be negatively impacted.

Accordingly, any shareholder or warrant holder who

chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction

in the value of their securities.

Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

The directors and officers of an acquisition

candidate may resign upon completion of our initial Business Combination.

The departure of a Business Combination target’s

key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition

candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time.

we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition

candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate

will not wish to remain in place.

After our initial

Business Combination, it is possible that a majority of our directors and officers will live outside the United States and all

or substantially all of our assets will be located outside the United States;

therefore investors may not be able to enforce federal

securities laws or their other legal rights.

It is possible that after our initial Business

Combination, a majority of our directors and officers will reside outside of the United States and all or substantially all of

our assets will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for investors

in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce

judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under

United States laws.

If our management

following our initial Business Combination is unfamiliar with U.S.

securities laws, they may have to expend time and resources

becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial Business Combination,

any or all of our management could resign from their positions as officers of the company, and the management of the target business

at the time of the Business Combination could remain in place.

Management of the target business may not be familiar with U.S.

securities laws.

If new management is unfamiliar with U.S.

securities laws, they may have to expend time and resources becoming

familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely

affect our operations.

Risks Relating To

Our Management Team and Conflicts of Interest

We are dependent

upon our directors and officers and their departure could adversely affect our ability to operate.

Our operations are dependent upon a

relatively small group of individuals and in particular, Chamath Palihapitiya, Chairman of our board of directors and our

Chief Executive Officer, and Ian Osborne, our President and one of our directors.

We believe that our success depends on the

continued service of our directors and officers, at least until we have completed our initial Business Combination.

addition, our directors and officers are not required to commit any specified amount of time to our affairs and, accordingly,

will have conflicts of interest in allocating their time among various business activities, including identifying potential

Business Combinations and monitoring the related due diligence.

Moreover, certain of our directors and officers have time and

attention requirements for investment funds of which affiliates of our Sponsor are the investment managers.

We do not have an

employment agreement with, or key-man insurance on the life of, any of our directors or officers.

The unexpected loss of the

services of one or more of our directors or officers could have a detrimental effect on us.

to successfully effect our initial Business Combination and to be successful thereafter will be dependent upon the efforts of our

key personnel, some of whom may join us following our initial Business Combination.

The loss of our or a target’s key personnel

could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our

initial Business Combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target business,

however, cannot presently be ascertained.

Although some of our key personnel may remain with the target business in senior management

or advisory positions following our initial Business Combination, it is likely that some or all of the management of the target

business will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial Business Combination,

we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with

the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping

them become familiar with such requirements.

In addition, the directors and officers

of an acquisition candidate may resign upon completion of our initial Business Combination.

The departure of a Business Combination

target’s key personnel could negatively impact the operations and profitability of our post-combination business.

of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an

acquisition candidate will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability

of our post-combination business.

Our key personnel

may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination.

These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause

them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous.

Our key personnel may be able to remain

with us after the completion of our initial Business Combination only if they are able to negotiate employment or consulting agreements

in connection with the Business Combination.

Such negotiations would take place simultaneously with the negotiation of the Business

Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for

services they would render to us after the completion of our initial Business Combination.

The personal and financial interests

of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary

duties under Cayman Islands law.

However, we believe the ability of such individuals to remain with us after the completion of

our initial Business Combination will not be the determining factor in our decision as to whether or not we will proceed with any

potential Business Combination.

There is no certainty, however, that any of our key personnel will remain with us after the completion

of our initial Business Combination.

We cannot assure you that any of our key personnel will remain in senior management or advisory

positions with us.

The determination as to whether any of our key personnel will remain with us will be made at the time of our

initial Business Combination.

Our directors

and officers will allocate their time to other businesses, including the Other Existing SCH SPACs, thereby causing conflicts of

interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact

on our ability to complete our initial Business Combination.

Our directors and officers are not

required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating

their time between our operations and our search for a Business Combination and their other businesses.

We do not intend to

have any full-time employees prior to the completion of our initial Business Combination.

Each of our officers is engaged in

several other business endeavors for which he may be entitled to, or otherwise expect to receive, substantial compensation or

other economic benefit and our officers are not obligated to contribute any specific number of hours per week to our affairs.

In particular, all of our officers and certain of our directors have fiduciary and contractual duties to either Social

Capital or Hedosophia and to certain companies in which either of them has invested or are otherwise affiliated with,

including the Other Existing SCH SPACs and companies in industries we may target for our initial Business Combination.

Certain of our independent directors also serve as officers and/or board members for other entities, including the Other

Existing SCH SPACs.

In addition, each of the Other Existing SCH SPACs has not yet completed an initial business combination,

each of which may require a substantial amount of time, resources and attention from the members of our management team that

are affiliated with such entity relating to due diligence, negotiation, structuring and other relevant efforts in connection

with an initial business combination.

Our officers’

and directors’

other business affairs, including the search

or consummation of a business combination for each of the Other Existing SCH SPACs, as applicable, may require them to devote

substantial amounts of time to such affairs.

This could limit our officers’

and directors’

ability to devote time

to our affairs, which may have a negative impact on our ability to complete our initial business combination.

discussion of our officers’

and directors’

other business endeavors, please see “Item 10.

Executive Officer and Corporate Governance.”

our directors and officers are now, and expect in the future to become, affiliated with entities engaged in business activities

similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity

a particular business opportunity should be presented.

Until we consummate our initial Business

Combination, we intend to engage in the business of identifying and combining with one or more businesses.

Our Sponsor and certain

of our directors and officers are affiliated with entities that are engaged in a similar business and in the future also expect

to become affiliated with other entities that are engaged in a similar business.

For example, Mr.

Palihapitiya and Hedosophia

have also incorporated the Other Existing SCH SPACs, each a blank check company incorporated as a Cayman Islands exempted company

for the purpose of effecting its own initial Business Combination.

Palihapitiya is the Chief Executive Officer and Chairman

of the Board of Directors of the Other Existing SCH SPACs, Mr.

Osborne is the President and a director of the Other Existing

SCH SPACs, and each of our other officers is an officer of the Other Existing SCH SPACs, and each of the foregoing owe fiduciary

duties under Cayman Islands law to the Other Existing SCH SPACs.

Our Sponsor and directors and officers are also not prohibited

from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their

initial Business Combinations, prior to us completing our initial Business Combination, and any such involvement may result in

conflicts of interests as described above.

Any other special purpose acquisition company may also have terms that are the same

or different than our terms, including terms that are more favorable to its investors and/or potential target businesses.

certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our Sponsor

are the investment managers and for each of the Other Existing SCH SPACs.

Our directors and officers also may become

aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain

fiduciary or contractual duties or otherwise have an interest in, including the Other Existing SCH SPACs and any other special

purpose acquisition company in which they may become involved with.

Accordingly, they may have conflicts of interest in determining

to which entity a particular business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential

target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under

Cayman Islands law.

Our amended and restated memorandum and articles of association provide that we renounce our interest in any

corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in

his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable

For a complete discussion of our officers’

and directors’

business affiliations and the potential conflicts of interest that you should be aware of, please see “Item

Directors, Executive Officer and Corporate Governance,”

“Item 10.

Directors, Executive

Officer and Corporate Governance —

Conflicts of Interest”

and “Item 13 —

Relationships and Related Party Transactions.”

Our directors,

officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly

prohibits our directors, officers, security holders or their respective affiliates from having a direct or indirect pecuniary or

financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have

In fact, we may enter into a Business Combination with a target business that is affiliated with our Sponsor, our

directors or officers.

Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in

business activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests

In particular, affiliates of our Sponsor have invested in a diverse set of industries.

As a result, there may be substantial

overlap between companies that would be a suitable Business Combination for us and companies that would make an attractive target

for such other affiliates.

our management team and affiliated companies have been, and may from time to time be, associated with negative media coverage or

public actions or become involved in legal proceedings or governmental investigations unrelated to our business.

of our management team have been involved in a wide variety of businesses.

Such involvement has, and may lead to, media coverage

and public awareness.

As a result of such involvement, members of our management team and affiliated companies have been, and may

from time to time be, associated with negative media coverage or public actions or become involved in legal proceedings or governmental

investigations unrelated to our business.

For example, in February 2021, Clover Health, which merged with IPOC, received a letter

from the SEC indicating that it is conducting an investigation and requesting document and data preservation from January 1, 2020

relating to certain matters that were referenced in an article by Hindenburg Research.

Any such media coverage, public action,

proceedings or investigations may be detrimental to our management team’s reputation and could negatively affect our ability

to identify and complete an initial business combination and may have an adverse effect on the price of our securities.

Risks Relating To

Our Securities

have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

To liquidate your investment,

therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss.

Our public shareholders will be entitled

to receive funds from the Trust Account only upon the earliest to occur of:

(1) our completion of an initial Business Combination,

and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to

the limitations described herein;

(2) the redemption of any public shares properly submitted in connection with a shareholder

vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our

obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we

do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with

respect to any other provision relating to shareholders’

rights or pre-initial Business Combination activity;

redemption of our public shares if we have not completed an initial Business Combination within 24 months from the closing

of the Initial Public Offering, subject to applicable law.

In no other circumstances will a shareholder have any right or interest

of any kind to or in the Trust Account.

Holders of warrants will not have any right to the proceeds held in the Trust Account with

respect to the warrants.

Accordingly, to liquidate your investment, you may be forced to sell your public shares and/or warrants,

potentially at a loss.

delist our securities from trading on its exchange, which could limit investors’

ability to make transactions in our securities

and subject us to additional trading restrictions.

We cannot assure you that our securities

will continue to be listed on the NYSE prior to our initial Business Combination.

In order to continue listing our securities on

the NYSE prior to our initial Business Combination, we must maintain certain financial, distribution and share price levels.

we must maintain a minimum number of holders of our securities (generally 300 public shareholders).

Additionally, in connection

with our initial Business Combination, we will be required to demonstrate compliance with the applicable exchange’s initial

listing requirements, which are more rigorous than continued listing requirements in order to continue to maintain the listing

of our securities.

We cannot assure you that we will be able to meet those requirements at that time.

If any of our securities are delisted from

trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities

could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences,

a limited availability of market quotations for our securities;

reduced liquidity for our securities;

a determination that our Class A ordinary shares are a “penny stock”

require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced

level of trading activity in the secondary trading market for our securities;

a limited amount of news and analyst coverage;

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities

Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain

securities, which are referred to as “covered securities.”

Our Units, Class A ordinary shares and warrants

currently qualify as covered securities under such statute.

Although the states are pre-empted from regulating the sale of covered

securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there

is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition

companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to

use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed

on the NYSE, our securities would not qualify as covered securities under such statute and we would be subject to regulation in

each state in which we offer our securities.

be permitted to exercise your warrants unless we register and qualify the issuance of the underlying Class A ordinary shares or

certain exemptions are available.

Under the terms of the warrant agreement,

we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial Business

Combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance

of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days

after the closing of our initial Business Combination and to maintain the effectiveness of such registration statement and a current

prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed.

We cannot assure you that we will

be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in

the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current,

complete or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants are not registered under

the Securities Act in accordance with

the above requirements, we will be required

to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you

will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary

shares per warrant (subject to adjustment).

However, no warrant will be exercisable for cash or on a cashless basis, and we will

not be obligated to issue any shares to holders seeking to exercise their 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.

Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a 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, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless

in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to

file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify

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

In no event will we be required to net cash

settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register

or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available.

If the issuance

of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the

holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely

for the Class A ordinary shares included in the Units.

There may be a circumstance where an exemption from registration exists

for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders

of the public warrants included as part of Units sold in the Initial Public Offering.

In such an instance, our Sponsor and its

permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell

the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants

and sell the underlying ordinary shares.

If and when the warrants become redeemable by us, we may exercise our redemption right

even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities

As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at

least 65% of the then outstanding public warrants.

Our warrants will be issued in registered

form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement

provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing

any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms

of the warrants and the warrant agreement set forth in the prospectus related to the Initial Public Offering, or defective provision

or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the

parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of

the registered holders of the warrants under the warrant agreement and (b) all other modifications or amendments require the

vote or written consent of at least 65% of the then outstanding public warrants;

provided that any amendment that solely affects

the terms of the Private Placement Warrants or any provision of the warrant agreement solely with respect to the Private Placement

Warrants will also require at least 65% of the then outstanding Private Placement Warrants.

Accordingly, we may amend the terms

of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve

of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then

outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the

exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise

of a warrant.

We may redeem

your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding

warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other

things, the last reported sale price of 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).

If and when the warrants become redeemable by us, we may exercise

our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state

securities laws.

As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise

the warrants.

Redemption of the outstanding warrants as described above could force you to:

(1) exercise your warrants and

pay the exercise price therefor at a time when it may be disadvantageous for you to do so;

(2) sell your warrants at the then-current

market price when you might otherwise wish to hold your warrants;

or (3) accept the nominal redemption price which, at the

time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

In addition, we have the ability to

redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10

per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share as adjusted.

In such a case, the

holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined

based on the redemption date and the fair market value of our Class A ordinary shares.

The value received upon exercise

of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a

later time where the underlying share price is higher and (2) may not compensate the holders for the value of the

warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per

warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Unit contains one-fourth of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less

than Units of other blank check companies.

Each unit contains one-fourth of one redeemable

Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole

warrants will trade.

This is different from other offerings similar to ours whose units include one ordinary share and one

whole warrant or a greater fraction of one whole warrant to purchase one share.

We have established the components of the Units

in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants

will be exercisable in the aggregate for a fourth of the number of shares compared to units that each contain a whole warrant

to purchase one whole share, thus making us, we believe, a more attractive Business Combination partner for target businesses.

Nevertheless, this Unit structure may cause our Units to be worth less than if they included one whole warrant or a greater

fraction of one whole warrant to purchase one whole share.

are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability

to protect your rights through the U.S.

Federal courts may be limited.

We are an exempted company incorporated

under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within the United

States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs will be governed

by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended

from time to time) and the common law of the Cayman Islands.

The rights of shareholders to take action against the directors, actions

by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent

governed by the common law of the Cayman Islands.

The common law of the Cayman Islands is derived in part from comparatively limited

judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority,

but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of our

directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions

in the United States.

In particular, the Cayman Islands has a different body of securities laws as compared to the United States,

and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.

Cayman Islands companies may not have standing to initiate a shareholders’

derivative action in a Federal court of the United

We have been advised by our Cayman Islands

legal counsel that the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts

of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any

and (2) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil

liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those

provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments

obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign

court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court

imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated

sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same

matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural

justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public

A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public

shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the

board of directors or controlling shareholders than they would as public shareholders of a United States company.

agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York

as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants,

which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject

to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement,

including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District

Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall

be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and

that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions

of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other

claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity

purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to

the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope of the forum provisions

of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for

the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall

be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York

in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),

and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s

counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit

a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which

may discourage such lawsuits.

Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable

with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving

such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results

of operations and result in a diversion of the time and resources of our management and board of directors.

in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors

might be willing to pay in the future for our Class A ordinary shares and could entrench management.

Our amended and restated memorandum and

articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to

be in their best interests.

These provisions include two-year director terms and the ability of the board of directors to designate

the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage

transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

General Risk Factors

Our independent

registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability

to continue as a “going concern.”

As of December 31, 2020, we had $259,714

in cash and working capital of $877,327.

Further, we have incurred, expect to continue to incur, significant costs in pursuit of

our acquisition plans.

Management’s plans to address this need are discussed under “Item 7.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.”

Our plans to raise capital and to consummate our initial

Business Combination may not be successful.

These factors, among others, raise substantial doubt about our ability to continue

as a going concern.

The financial statements contained elsewhere in this Annual Report do not include any adjustments that might

result from our inability to continue as a going concern.

We are a newly

incorporated company with no operating history and no operating revenues, and you have no basis on which to evaluate our ability

to achieve our business objective.

We are a newly incorporated company incorporated

under the laws of the Cayman Islands with no operating results.

Because we lack an operating history, you have no basis upon which

to evaluate our ability to achieve our business objective of completing our initial Business Combination with one or more target

We have no plans, arrangements or understandings with any prospective target business concerning a Business Combination

and may be unable to complete our initial Business Combination.

If we fail to complete our initial Business Combination, we will

never generate any operating revenues.

Past performance

by our management team and their respective affiliates may not be indicative of future performance of an investment in the company.

Information regarding performance by our

management team and their respective affiliates, including IPOA, IPOB, IPOC, the Other Existing SCH SPACs, Social Capital and Hedosophia,

is presented for informational purposes only.

Past performance by our management team and their respective affiliates, including

IPOA, IPOB, IPOC, the Other Existing SCH SPACs, Social Capital and Hedosophia, is not a guarantee either (1) that we will

be able to identify a suitable candidate for our initial Business Combination or (2) of success with respect to any Business

Combination we may consummate.

You should not rely on the historical record of our management team or their affiliates, including

IPOA, IPOB, IPOC, the Other Existing SCH SPACs, Social Capital and Hedosophia, or any related investment’s performance as

indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate

going forward.

passive foreign investment company, or “PFIC,”

which could result in adverse U.S.

federal income tax consequences to

If we are a PFIC for any taxable year

(or portion thereof) that is included in the holding period of a U.S.

Holder of our ordinary shares or warrants, the U.S.

Holder may be subject to adverse U.S.

federal income tax consequences and may be subject to additional reporting

requirements.

Our PFIC status for our taxable year ended December 31, 2020, our current taxable year, and our subsequent

taxable years may depend upon the status of an acquired company pursuant to a Business Combination and whether we

qualify for the PFIC start-up exception.

Depending on the particular circumstances, the application of the start-up exception

may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as a PFIC for our taxable year ended December 31, 2020,

our current taxable year, or any subsequent taxable year.

Our actual PFIC status for any taxable year, moreover, will not be

determinable until after the end of such taxable year.

If we determine we are a PFIC for any taxable year, we will endeavor

to provide to a U.S.

Holder such information as the Internal Revenue Service (“IRS”) may require, including a

PFIC Annual Information Statement, in order to enable the U.S.

Holder to make and maintain a “qualified electing

election, but there can be no assurance that we will timely provide such required information, and such election

would likely be unavailable with respect to our warrants in all cases.

Holders to consult their own tax advisors

regarding the possible application of the PFIC rules to holders of our ordinary shares and warrants.

We are an emerging

growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions

from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities

less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not

limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in our 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.

As a result, our shareholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier,

including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of any second

quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year.

cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors

find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be

lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our

securities may be more volatile.

Further, Section 102(b)(1) of the

JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a

class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that

apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have 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, we, 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 our 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.

Additionally, we are a “smaller reporting

company”

as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain

reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary

shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, and

(2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our

ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements

with other public companies difficult or impossible.

Unresolved Staff Comments.

We currently maintain our executive offices

at 317 University Ave, Suite 200, Palo Alto, CA 94301.

The cost for this space is included in the $10,000 per month fee that we

will pay an affiliate of our Sponsor for office space, administrative and support services.

We consider our current office space

adequate for our current operations.

Company Overview

We are a member-centric, one-stop shop for financial services that, through our Lending and Financial Services products, allows members to borrow, save, spend, invest and protect their money.

We refer to our customers as “members”.

Our mission is to help our members achieve financial independence in order to realize their ambitions.

To us, financial independence does not mean being wealthy, but rather represents the ability of our members to have the financial means to achieve their personal objectives at each stage of life, such as owning a home, having a family, or having a career of their choice — more simply stated, to have enough money to do what they want.

We were founded in 2011 and have developed a suite of financial products that offers the speed, selection, content and convenience that only an integrated digital platform can provide.

In order for us to achieve our mission, we have to help people get their money right, which means providing them with the ability to borrow better, save better, spend better, invest better and protect better.

Everything we do today is geared toward helping our members “Get Your Money Right” and we strive to innovate and build ways for our members to achieve this goal.

We have created an innovative financial services platform designed to offer best-in-class products to meet the broad objectives of our members and the lifecycle of their financial needs.

We define a member as someone who has a lending relationship with us through origination and/or ongoing servicing, opened a financial services account, linked an external account to our platform, or signed up for our credit score monitoring service.

Once someone becomes a member, they are always considered a member unless they violate our terms of service.

Our members have continuous access to our certified financial planners (“CFPs”), our career advice services, our member events, our content, educational material, news, tools and calculators at no cost to the member.

Additionally, our mobile app and website have a member home feed that is personalized and delivers content to a member about what they must do that day in their financial life, what they should consider doing that day in their financial life, and what they can do that day in their financial life.

We believe we are in the early stages of the digital transformation of financial services and, as a result, have a substantial opportunity to continue to grow our member base and increase the number of products that our members use on the SoFi platform.

In addition to benefiting our members, our products and capabilities are also designed to appeal to enterprises, such as financial services institutions that subscribe to our enterprise services called SoFi At Work, and have become interconnected with the SoFi platform.

We have continued to expand our platform capabilities for enterprises through our acquisition of Galileo in 2020, which provides technology platform services to financial and non-financial institutions and which has allowed us to vertically integrate across more of our financial services, and our anticipated acquisition of Technisys in 2022, through which we will expand our technology platform services to a broader international market.

While we primarily operate in the United States, we expanded into Hong Kong with our acquisition of 8 Limited (an investment business), we gained clients in Mexico and Colombia with our acquisition of Galileo, and we expect to further expand into Latin America with our anticipated acquisition of Technisys.

We believe that these expansions will deepen our participation in the entire technology ecosystem powering digital financial services, allowing us to not only reduce costs to operate our member-centric business, but also deliver increasing value to our enterprise customers.

While our enterprises are not considered members, they are important contributors to the growth of the SoFi platform, and also have their own constituents who might benefit from our products in the future.

National Bank Charter

A key element of our long-term strategy to better serve our members has been to secure a national bank charter.

In January 2022, we received regulatory approval to become a bank holding company and to acquire Golden Pacific, and its wholly-owned subsidiary, Golden Pacific Bank, National Association, a national bank (“Golden Pacific Bank”).

We also received approval to change the composition of Golden Pacific Bank’s assets.

We closed the Bank Merger in February 2022, after which we became a bank holding company and Golden Pacific Bank began operating as SoFi Bank.

See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—National Bank Charter ” for additional information on our regulatory approval process and the Bank Merger.

We believe that operating as a bank holding company can enhance our overall profitability.

While we have historically relied on third-party bank holding companies to provide banking services to our members (as discussed further in “ Our Products ” below), we believe that operating under a national bank charter will allow us to provide members and prospective members broader and more competitive options across their financial services needs, including deposit accounts and loan products, and lower our cost to fund loans (by utilizing our members deposits held at SoFi Bank to fund our loans), which we

believe will enable us to offer lower interest rates on loans to members as well as offer higher interest rates on deposit accounts.

Following the Bank Merger, we have begun to transfer SoFi Money products to SoFi Bank and intend to continue to transfer our SoFi Money, lending, and SoFi Credit Card products to SoFi Bank over time.

Our Differentiation

In order to build best-in-class offerings, we focus on four differentiators:

fast, selection, content and convenience.

(1) Fast — We aspire to be the fastest place for our members to responsibly do anything, whether it’s applying for a loan, getting a funded loan, opening an account, buying or selling a stock, uploading a mobile check, getting access to money, paying a friend, or accessing relevant financial content.

Other than certain products acquired and offered through SoFi Bank, our products are all digital and we have a culture of iteration to help drive faster and faster services.

(2) Selection — Given the digital nature of our products, the permutations of features and services that can be made available to our members across their needs to borrow, save, spend, invest and protect are significant.

We will continue to iterate, learn and innovate to broaden our selection in the same way we did by providing our members with the ability to buy single stocks without commissions, purchase fractional shares, invest in SoFi proprietary robo-advisory portfolios, and invest in SoFi-branded Exchange-Traded Funds.

(3) Content — Our financial education, insights, research content, actionable tools and advice are designed to provide meaningful value for our members.

Our carefully-crafted and personalized content is offered through our member home feed and is designed to help our members get their money right.

We strive to provide digestible financial education, meaningful answers, salient information, advice, credit scores, financial calculators, investment research and financial news that enhance member loyalty and increase the likelihood that members will use additional SoFi products in the future.

(4) Convenience — We hold ourselves accountable to providing the most convenient member experience possible in terms of ease of use, ubiquity, functionality, simplicity and responsive customer service.

Our long-term goal is to provide the most convenient 24x7 service and dispel the historical construct of financial service availability based on 9-5 Monday through Friday.

Each product we offer is delivered in a member-centric way and is built and enhanced with these differentiators in mind.

We believe that our member-centric one stop shop for financial services serves as a competitive differentiator for us relative to other financial services providers.

We offer our members a full suite of financial products and services all in one common mobile platform.

To complement these products and services, we believe in building vertically-integrated technology platforms designed to manage and deliver the suite of solutions to our members in a low-cost and differentiated manner.

The Financial Services Productivity Loop

We believe that developing a relationship with our members and gaining their trust is central to our success as a financial services platform.

Moreover, we believe that some of the current frictions faced by other financial institutions are caused by a disjointed and non-seamless product experience, a lack of digital acquisition, subpar mobile web products instead of digital native apps and incomplete product offerings to meet a customer’s holistic financial needs.

Through our mobile technology and continuous effort to improve our financial services products, we are seeking to build a financial services platform that members can access for all of their financial services needs.

Our strategy, which we refer to as the “Financial Services Productivity Loop”, is centered around building trust and a lifetime relationship with our members, which we believe will help build a sustainable competitive advantage.

In order to deliver on our strategy, we must develop best-in-class unit economics and best-in-class products that build trust and reliability between our members and our platform.

Our acquisition of SoFi Bank was also an important step in continuing to build best-in-class unit economics and best-in-class products, as we believe it will enable us to offer additional products and lower fees.

When we do this on a member’s first product, and they later consider using an additional product, they are more likely to start with our platform and we have a higher chance that they will select one of our products to meet their other financial needs.

This results in delivering more revenue per member with no second member acquisition costs, resulting in higher lifetime value per member.

This also reinforces the benefits of our platform, which simplifies the entire financial ecosystem for our members, helping them get their money right.

We are able to use the increased profits to further improve member benefits and product experience.

We believe we are in the early stages of realizing the benefits of the Financial Services Productivity Loop.

During the year ended December 31, 2021, approximately 600,000 members became multi-product members.

In addition to realizing the benefits of more of our members adopting multiple SoFi products, both in terms of additional revenue and lower member acquisition costs per product, the Financial Services Productivity Loop strategy delivers operating and technology efficiencies to deliver better unit economics on a per product basis.

One of the success factors of our lending business is that it is vertically integrated across our technology stack, risk protocols and operations processes.

Financial Services Productivity Loop

We offer our members a suite of financial products and services all in one digital native application to help members get their money right.

In 2011, we started our company with an innovative approach to the private student loan market and later expanded our lending product offerings to include personal loans and home loans.

We have continued to expand our overall strategy to not only include products that enable our members to borrow better, but also to save better, spend better, invest better and protect better.

In the first quarter of 2019, we launched SoFi Money, SoFi Invest and SoFi Relay.

In that same quarter, we also redesigned our end-to-end approach to mortgage lending and relaunched home loans.

In the third quarter of 2019, we introduced in-school loans and in the third quarter of 2020, we launched SoFi Credit Card, which was expanded to a broader market in the fourth quarter of 2020.

In addition, we have built a social area within our digital native application, which we refer to as the member home feed.

In the member home feed, we show our members what is happening in their financial lives through personalized cards with relevant content, news and tools.

Through the member home feed, there are significant opportunities to build frequent engagement and, to date, the member home feed has been an important and additional driver of new product adoption.

The member home feed is an important part of our strategy and our ability to use data as a competitive advantage.

To complement these products and services, we believe in establishing partnerships to leverage our existing capabilities to reach a broader market and in building vertically-integrated technology platforms designed to manage and deliver our suite of solutions to our members in a low-cost and differentiated manner.

Our Reportable Segments

We conduct our business through three reportable segments:

Lending, Technology Platform and Financial Services.

Below is a discussion of our segments and their corresponding products.

Lending Segment

Our origins are in student loans.

On the strength of our capabilities in student lending, we expanded into personal loans and home loans and related services.

We believe that our market opportunity within each of these lending channels is significant.

Our lending process primarily leverages an in-application, digital borrowing experience, which we believe serves as a competitive advantage as digital lending becomes increasingly ubiquitous.

We expect to begin accepting new loan applications and originating new loans within SoFi Bank over time.

As a bank holding company, we expect to be able to offer a wider range of loan sizes and interest rates through SoFi Bank.

Student Loans.

We primarily operate in the student loan refinance space, with a focus on super-prime graduate school loans.

We later expanded into “in-school” lending, which allows members to borrow funds while they attend school.

We offer flexible loan sizes and repayment options, competitive rates, and the ability to lock in an interest rate for funding at a later time on our student loan products.

Personal Loans.

We primarily originate personal loans for debt consolidation purposes and home improvement projects.

We offer fixed and variable rate loans with no origination fees and flexible repayment terms, such as unemployment protection.

There are other personal loan purposes or channels that we have not aggressively pursued, which we believe could represent opportunities for us in the future.

We have historically offered agency and non-agency loans for members purchasing a home or refinancing an existing mortgage.

For our home loan products, we offer competitive rates, flexible down payment options for as little as 3% and educational tools and calculators.

A key element of our underwriting process is the ability to facilitate risk-based interest rates that are appropriate for each loan.

Using SoFi’s proprietary risk models, we project quarterly loan performance, including expected losses and prepayments.

The outcome of this process helps us determine a more data-driven, risk-adjusted interest rate that we can offer our members.

We have developed an extensive underwriting process across each lending product that is focused on willingness to pay (measured by credit attributes), ability to pay (measured through income verification), and capacity to pay (measured by debt service in relation to other loans).

Our student loan and personal loan underwriting models consider credit reports, industry credit and bankruptcy prediction models, custom credit assessment models, and debt capacity analysis, as indicated by borrower free cash flow (defined as borrower monthly net income less revolving and installment payments less housing payments).

We decreased our in-school loan minimum FICO requirement in conjunction with our launch of a revised underwriting strategy during 2021, which utilizes an advanced risk model that focuses on borrowers’ ability to pay and provides refined risk separation.

Home loans originated by SoFi that are agency conforming loans are subject to credit, debt service, and collateral eligibility established by Fannie Mae.

Existing members generally experience a higher approval rate than new members, subject to the existing member being in good standing on their existing products.

Home loans originated by us that are non-agency loans are subject to our credit criteria, which typically includes a minimum tri-bureau credit score, established credit history requirements, income verification, as well as maximum qualified mortgage limits on debt-to-income service and caps on loan-to-value based on an accredited appraisal.

We also leverage our data to provide existing members a streamlined application process through automation.

Our lending business is primarily a gain-on-sale model, whereby we seek to originate loans and recognize a gain from these loans when we sell them into either our whole loan or securitization channels.

We sell our whole loans primarily to large financial institutions, such as bank holding companies, typically at a premium to par, and in excess of our costs to originate the loans.

Our loan premiums fluctuate from time to time based on benchmark rates and credit spreads, and we are not guaranteed a gain on all or any of our loan sales.

When securitizing loans, we first isolate the underlying loans in a trust and then sell the beneficial interests in the trust to a bankruptcy-remote entity.

In securitization transactions that do not qualify for sale accounting, the related assets remain on our consolidated balance sheet and cash proceeds received are reported as liabilities, with related interest expense recognized over the life of the related borrowing.

In securitization transactions that qualify for sale accounting, we typically have insignificant continuing involvement as an investor.

Prior to selling our loans, we hold our loans on our consolidated balance sheet at fair value and primarily rely upon warehouse financing and our own capital to enable us to expand our origination capabilities.

By securing our national bank charter, we believe we can lower our cost of funding by utilizing our members’ deposits held at SoFi Bank to fund our loans.

Net interest income, which we define as the difference between the earned interest income and interest expense to finance loans, is a key component of the profitability of our Lending segment.

In the case of both whole loan sales and securitizations, and with the exception of certain of our home loans, we also continue to retain servicing rights to our originated loans following transfer.

We view servicing as an integral component of the Lending segment, as we believe our servicing function is an important asset because of the connection to the member it affords us throughout the life of the loan.

We directly service all of the personal loans that we originate.

We act as master servicer for, and rely on sub-servicers to directly service, all of our student loans and Federal National Mortgage Association (“FNMA”) conforming home loans.

We believe this ongoing relationship with our members enhances the effectiveness of our Financial Services Productivity Loop by increasing member touchpoints and driving increases in the number of products per member.

Furthermore, our platform supports the full transaction lifecycle, including credit application, underwriting, approval, funding and servicing.

Through data derived at loan origination and throughout the servicing process, SoFi has life-of-loan

performance data on each loan in its ecosystem that we originate and on which we retain servicing, which provides a meaningful data asset.

Technology Platform Segment

Our Technology Platform segment consists of Galileo, which we acquired in May 2020.

Galileo is a provider of technology platform services to financial and non-financial institutions.

Through Galileo, we provide services through a suite of program, event and authorization application programming interfaces for financial and non-financial institutions.

Additionally, Galileo provides vertical integration benefits with SoFi Money and deposit accounts held at SoFi Bank.

We earn revenue on Galileo’s platform in the following two ways:

• Technology Platform Fees:

We earn Technology Platform revenues for providing continuous delivery of an integrated technology platform as an outsourced service for financial and non-financial institutions.

The platform fees we earn are based on access to the platform and are specific to the type of transaction.

For example, we offer “event pricing”, which includes a specific charge for an account setup, an active account on file, use of Program, Event and Authorization Application Programming Interfaces (“APIs”), card activation, authorizations and processing, and card loads.

In addition, we offer “partner pricing”, which is the back-end support we provide to Galileo’s clients, such as live agent customer service, chargeback and fraud analysis and credit bureau reporting, all within one integrated solution for our clients.

• Program Management Fees:

Also referred to as “card program fees”, these transaction fees are generated from the creation and management of card programs issued by banks and requested by enterprise partners.

In these arrangements, Galileo performs card management services and the revenue stems from the payment network and card program fees generated by the card program.

This revenue is reduced by association and bank issuer costs, and a revenue share passed along to the enterprise partner that markets the card program.

We categorize this class of revenue as payment network fees.

Galileo typically enters into multi-year service contracts with its clients.

The contracts provide for a variety of integrated platform services, which vary by client and are generally either non-cancellable or cancellable with a substantive payment.

Pricing structures under these contracts are typically volume-based, or a combination of activity- and volume-based, and payment terms are predominantly monthly in arrears.

Most of Galileo’s contracts contain minimum monthly payments with agreed upon monthly service levels and may contain penalties if service levels are not met.

The Technology Platform segment historically included our minority ownership of Apex Clearing Holdings, LLC (“Apex”), a technology-enabled provider of investment custody and clearing brokerage services, in which we invested in December 2018 and which investment was called by the seller in January 2021.

Apex continues to provide investment custody and clearing services for SoFi Invest, including for our brokerage activities, under a multi-year revenue sharing arrangement.

Financial Services Segment

Our digital suite of financial services products, by nature, provides more daily interactions with our members and is, therefore, differentiated from our lending products, which inherently have less consistent touchpoints with our members.

We offer a suite of financial services solutions, including cash management and investment services across our SoFi Money, SoFi Invest, SoFi Credit Card and SoFi Relay products.

SoFi Money is a digitally-native, mobile cash management experience for our members.

Following the Bank Merger, we have begun to transfer SoFi Money products to deposit accounts held at SoFi Bank.

SoFi Invest is a mobile-first investment platform offering members access to trading and advisory solutions, such as active investing, robo-advisory and digital assets accounts.

SoFi Credit Card has no annual fee and is designed to help our members save, invest and pay down debt through a variable rewards program, with higher rewards offerings when redeeming into other SoFi products, such as SoFi Money or deposit accounts held at SoFi Bank, SoFi Invest or SoFi personal or student loans.

To complement these products, we offer financial tracking through SoFi Relay, and partner with other enterprises through loan referrals and our SoFi At Work service.

We also developed a financial services marketplace platform branded Lantern Credit to help applicants that do not qualify for SoFi products with alternative products from other providers, as well as providing a product comparison experience.

SoFi Money is a digital, mobile cash management account offered by SoFi Securities LLC (“SoFi Securities”), a FINRA registered broker dealer.

The SoFi Money account is a brokerage account powered by the SoFi application and SoFi Money Debit Card.

Prior to becoming a bank holding company, we exclusively relied on member bank holding companies (each a “Member Bank”) to provide cash management services to our members through our bank sweep program at our broker-dealer

subsidiary, wherein our members place funds on deposit with us that are then swept out and placed on deposit with Member Banks.

We continue to rely on Member Banks to provide such cash management services for our members’ SoFi Money accounts, which we expect to transition to deposits held at SoFi Bank over time, as further discussed below.

We generate interest income from deposits sitting in our various Member Banks, which rates are determined with each bank and are variable in nature, and which is reduced by the interest fees paid to members.

We create and manage the digital, mobile cash management experience for our members.

We also earn payment network fees on member expenditures via SoFi-branded debit cards issued by one of our Member Banks.

Payment network fees are reduced by direct fees payable to card associations and the Member Bank.

The Bancorp Bank (“Bancorp”) is the issuer of all SoFi Money debit cards and sponsors access to debit networks for payment transactions, funding transactions and associated settlement of funds under a sponsorship agreement with SoFi Securities.

Additionally, Bancorp provides sponsorship and support for ACH, check, and wire transactions along with associated funds settlement.

The SoFi Money product also utilizes a sweep administrator, UMB Bank, National Association (“UMB”), to sweep funds to and from the SoFi Money program banks, as necessary, under a program broker agreement between SoFi Securities and UMB and program account and program bank agreements with a variety of sweep program banks.

SoFi Securities’ agreement with Bancorp provides for receipt by Bancorp of program revenue and transaction fees, and is subject to a minimum monthly card activity fee.

The agreement with Bancorp is terminable by SoFi Securities with 120 days prior notice.

The program broker agreement between SoFi Securities and UMB provides for one-year terms that automatically renew and is terminable by either party with at least 90 days’ written notice prior to the end of the current term.

The program account agreements and program bank agreements between SoFi Securities, UMB and the sweep banks provide for the rate of interest payable on the balances in a member’s SoFi Money account and include certain maximum transfer requirements on transfers.

These arrangements are generally terminable upon termination of SoFi Securities’ sweep arrangement with UMB.

As a bank holding company, in 2022 we have begun to allow existing members to convert their SoFi Money cash management accounts into deposit accounts held at SoFi Bank, which allows us to offer both checking and savings features and higher interest rates on the accounts, and through which SoFi Bank is expected to use the deposit accounts as an alternative and more cost-effective source of funding for loans.

Additionally, through SoFi Bank we expect to, among other things, issue debit cards and provide ACH, check, and wire transaction services over time.

We believe SoFi Money and deposit accounts held at SoFi Bank are attractive to our members and prospective members because our digital banking platform allows members to spend, save and earn interest and rewards in flexible ways, all within our mobile application.

Finally, our “vaults” feature provides a nimble account balance resource that can facilitate budgeting and saving, and provides members with enhanced tracking visibility toward their financial goals.

SoFi Invest .

SoFi Invest is a digital brokerage service that provides a streamlined mobile investing experience through which we offer multiple ways to invest and give members access to active investing, robo-advisory and digital assets services.

Our active investing service enables members to buy and sell stocks and exchange-traded funds, or ETFs.

Our robo-advisory service offers managed portfolios of stocks, bonds and ETFs.

Our digital assets service allows members to buy and sell select digital assets.

Furthermore, our innovative “stock bits” feature allows members to purchase fractional shares in various companies.

Our interactive investing experience fosters virality by allowing members to engage with other investors’ activity on the platform.

Finally, consistent with our aim for our members to “Get Your Money Right” and as part of our commitment to helping our members, we provide access to CFPs at no cost to the member.

Additionally, we provide introductory brokerage services to our members and have invested heavily to create an appealing mobile investing experience.

While we do not charge trading fees, other than for digital assets trading and for accounts on our 8 Limited platform, our platform benefits from increasing assets under management, as we generate interest income on cash balances that we hold.

We also earn brokerage revenue through share lending and pay for order flow arrangements.

With respect to our digital assets trading activities, we do not hold or store members’ digital assets, but instead rely on a third-party custodian, and we hold an immaterial amount of digital assets in order to facilitate paying new member bonuses when members initiate their first digital assets trade.

We do this for member convenience to facilitate a seamless payment of digital assets.

In connection with our approval as a bank holding company, the Board of Governors of the Federal Reserve (the “Federal Reserve”) determined that the activities of SoFi Digital Assets, LLC in providing members with the ability to buy or sell various digital currencies through SoFi Digital Assets, LLC's omnibus account with a third-party custodian is not a permissible activity under the Bank Holding Company Act and Regulation Y.

However, under Section 4 of the Bank Holding Company Act, the Federal Reserve has permitted us to continue our current digital assets related offering for a two-year conformance period from the date we became a bank holding company, with the possibility for three one-year extensions, provided that we do not expand our impermissible activities, except as authorized by the Bank Holding Company Act and

Regulation Y, or increase our established risk limits for total customer digital assets maintained in wallets that are accessible online, referred to as “hot wallets”, or held on balance sheet.

Through our “stock bits” offering, members with SoFi Invest active brokerage accounts may buy or sell fractional shares in a variety of equity securities.

Members can place orders in dollars or shares.

During the course of a trading day, all member orders are consolidated into a single order for each equity security, which may be a sell or buy order.

These fractional orders are rounded up to the next whole share and executed as a market order prior to market close on a standard trading day.

Following market close, we allocate the trades to each individual member.

Within our SoFi Invest product, we also believe there are opportunities to generate incremental future revenue through margin lending and options.

Through our acquisition of 8 Limited in 2020, we expanded SoFi Invest into the Hong Kong market.

We view SoFi Invest as an attractive first product for members who may later become deposit account holders or borrow with SoFi.

We launched the SoFi Credit Card in the second half of 2020.

We expect to transition the SoFi Credit Card assets to SoFi Bank, which is not expected to impact the member experience.

Additionally, we developed SoFi Relay within the SoFi mobile application, a personal finance management product which allows members to track all of their financial accounts in one place and utilize credit score monitoring services.

Further, we leverage our technology and information infrastructure to offer services to other enterprises, such as loan referrals, referral fulfillment and SoFi At Work, which is a platform we offer to enterprises that are looking for a seamless way to provide financial benefits to their employees, such as student loan payments made on their employees’ behalf, for which we earn a fee.

We have also developed a financial services marketplace platform branded as Lantern Credit to help applicants that do not qualify for SoFi products find alternative products, as well as providing a product comparison experience.

Our other services also include SoFi Protect, which partners with providers who offer products to help our members protect their assets, including insurance providers across auto, life, homeowners, property and casual, and renters products and estate planning.

Finally, beginning in 2021, we earned revenues for providing equity capital markets services, either by serving in underwriting syndicates or for providing dealer services in partnership with underwriting syndicates in connection with helping companies successfully complete the business combination or initial public offering (“IPO”) process, as well as advisory services, inclusive of obtaining required shareholder votes.

We believe that the content and features we provide within our mobile application can spur more financial education, which leads to more ways for our members to engage in getting their money right and will ultimately demonstrate the effectiveness of our Financial Services Productivity Loop.

SoFi Relay also provides us with unified intelligence about our members and offers us meaningful insights about what SoFi products may help our members best achieve their financial goals.

We earn revenues in connection with our Financial Services segment through various partnerships and our SoFi Money and SoFi Invest products in the following ways:

• Brokerage fees:

We earn brokerage fees from our share lending and payment for order flow arrangements related to our SoFi Invest product (for which Apex serves as principal, and we are an agent), exchange conversion services and digital assets activity.

In our share lending arrangements and payment for order flow arrangements with Apex, we do not oversee the execution of the transactions by our members, but benefit through a negotiated multi-year revenue sharing arrangement, since our members' brokerage activity drives the share lending and payment for order flow volume.

Apex connects with market makers (order flow) and institutions (share lending) to facilitate the service and is responsible for execution.

Apex carries inventory risk with the share lending and fractional share programs and ultimately is responsible for successful order routing to market makers that trigger the payment for order flow revenue, and therefore is in control of this offering.

Apex sets the gross price and negotiates with market makers and institutions as part of our order flow and share lending arrangements.

We have no discretion or visibility into this pricing and, instead, negotiate a net fee for our order flow and share lending arrangements, which is settled with Apex rather than with market makers or other institutions.

In our digital assets arrangements, our fee is calculated as a negotiated percentage of the transaction volume.

In our exchange conversion arrangements, we earn fees for exchanging one currency for another.

Historically, these fees have not been a significant portion of our total net revenue.

Our arrangements with Apex are governed by an agreement which contains certain minimum monthly requirements and which is terminable by either party upon notice.

Although we no longer have an equity method investment in Apex as of December 31, 2021, Apex continues to provide the services under this agreement.

Beginning in the fourth quarter of 2021, we introduced a flat monthly platform fee that is charged to members associated with our 8 Limited business in Hong Kong.

The fee is assessed at each month end on all members with at least one open 8 Limited brokerage account (with the exception of accounts for which the applicable fee exceeds the account’s net asset value at month end) regardless of the volume or frequency of trading activity during the month.

The fee is deducted directly from the member’s primary brokerage account.

• Referral fees:

Through strategic partnerships, we earn a specified referral fee in connection with referral activity we facilitate through our platform.

Referral fees are paid to us by third-party partners that offer services to end users who do not use one of our product offerings, but who were referred to the partners through our platform.

As such, the third-party enterprise partners are our customers in these referral arrangements.

Beginning in the third quarter of 2021, referral fees also include referral fulfillment fees earned for providing pre-qualified borrower referrals to a third-party partner who separately contracts with a loan originator.

The referral fulfillment fee is determined as either of two fixed amounts based on the aggregate origination principal balance of the loan.

As such, the third-party partner is our customer in this referral fulfillment arrangement.

• Payment network fees:

We earn payment network fees, which primarily constitute interchange fees from our SoFi Money and SoFi Credit Card products, which are reduced by fees payable to card associations and the issuing bank holding company.

These fees are remitted by merchants and are calculated by multiplying a set fee percentage (as stipulated by the debit card payment network) by the transaction volume processed through such network.

We arrange for performance by a card association and the bank issuer to enable certain aspects of the SoFi branded transaction card process.

We enter into contracts with both parties that establish the shared economics of SoFi branded transaction cards.

As we continue to transition our SoFi Money cash management accounts to deposit accounts held at SoFi Bank, we expect to decrease certain fees payable to third parties over time.

• Enterprise service fees:

These fees are earned in connection with services we provide to enterprise partners through our At Work product, such as when we facilitate transactions for the benefit of their employees, such as 529 plan contributions or student loan payments.

In the second quarter of 2021, enterprise services also included fees for providing advisory services to an enterprise partner to facilitate reaching a quorum on their shareholder vote.

Our fee for these advisory services was a success-based fee for achieving contractually-specified targets.

• Equity capital markets fees:

Equity capital markets fees consist of underwriting fees and dealer fees.

Beginning in the second quarter of 2021, we earned underwriting fees related to our membership in underwriting syndicates for IPOs.

Beginning in the fourth quarter of 2021, we also earned dealer fees for providing dealer services in partnership with underwriting syndicates for IPOs.

We are engaged to place IPO shares that are allocated to us by the underwriters with third-party investors for which we have received a confirmed order.

We recognize both types of equity capital markets fees on the applicable trade date.

• Net interest income:

Our SoFi Invest and SoFi Money products also generate net interest income based on the cash balances held in these accounts.

Historically, this income has not been a significant portion of our total net revenue.

As a bank holding company, we expect to reduce our interest expense as we are able to increasingly use deposit accounts as an alternative and more cost-effective and less interest-rate sensitive source of funding for loans.

Additionally, through operating under a national bank charter, we expect to be able to offer a wider range of loan sizes and interest rates through SoFi Bank, which we expect to positively impact our interest income.

We compete at multiple levels, including:

(i) competition among other personal loan, student loan, credit card and residential mortgage lenders;

(ii) competition for money deposits among other banks, some challenger banks and a variety of technology and retail companies;

(iii) competition for investment accounts among other introductory brokerage firms and a variety of technology and other companies;

(iv) competition for subscribers to financial services content;

and (v) competition among other technology platforms for the enterprise services we provide, such as platform-as-a-service through Galileo.

Competition to fund prime loans.

The prime lending market is highly fragmented and competitive.

We face competition from a diverse landscape of consumer lenders, including other banks, credit unions and specialty finance lenders, as well as alternative technology-enabled lenders.

Competition to acquire money accounts.

Although we now operate a bank, many other banks are larger, have been in business longer and often have greater brand awareness than us.

Some large technology and retail companies have large consumer bases and strong balance sheets, which could enhance their competitive ability.

Competition to acquire investment brokerage accounts.

The leading incumbent brokerage firms are larger, have been in business longer and generally have greater brand awareness than us.

We also face competition from neo-brokerage platforms that provide some of the same features as us, such as a mobile brokerage experience and fractional share investing.

In addition, technology and other companies have begun to offer some basic investing features and the ability to buy and sell digital assets.

Competition to attract financial services content viewership.

There are many sources of financial news in the marketplace, many of which are more established and have a larger subscriber base.

Competition for debit and credit card sponsors, particularly some challenger banks who need a platform-as-a-service solution, such as the one provided by Galileo.

Generally, these arrangements are multi-year contracts, which require us to spend the necessary resources on implementation and interconnecting new customers onto our platform.

We face competition from larger institutions that could make investments into an integrated platform-as-a-service solution, and also undercut our pricing, preventing our current customers from renewing, while also impeding our attempts to acquire new members.

Our sales and marketing efforts are designed to drive brand awareness, improve member acquisition efficiency and accelerate our Financial Services Productivity Loop.

We attract and retain members through multiple marketing channels, including social media, traditional media such as the press, online affiliations, search engine optimization, search engine marketing, offline partnerships, preapproved direct mailings and television advertising.

We continue to optimize our marketing strategy through a focus on our full suite of financial products and iterate on opportunities to accelerate the Financial Services Productivity Loop.

Government Supervision and Regulation

We are subject to extensive and complex rules and regulations, licensing and examination by various federal, state and local government authorities designed to, among other things, protect depositors, borrowers and customers.

The following is a summary of certain aspects of the various statutes and regulations applicable to us and our subsidiaries.

This summary is not a comprehensive analysis of all applicable laws, and is qualified by reference to the full text of statutes and regulations referenced below.

As a bank holding company, we are subject to regulation, supervision and examination by the Federal Reserve under the Bank Holding Company Act of 1956, as amended (“BHCA”), and SoFi Bank is subject to regulation, supervision and examination by the Office of the Comptroller of the Currency (the “OCC”).

Bank Holding Company Regulation.

The Federal Reserve has the authority, among other things, to order bank holding companies to cease and desist from unsafe or unsound banking practices;

to assess civil money penalties;

and to order termination of non-banking activities or termination of ownership and control of a non-banking subsidiary by a bank holding company.

Source of Strength.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), we are required to serve as a source of financial strength for SoFi Bank.

This means that we may be required to provide capital or liquidity support to SoFi Bank, even at times when we may not have the resources to provide such support to SoFi Bank.

Acquisitions and Activities.

The BHCA prohibits a bank holding company, without prior approval of the Federal Reserve, from acquiring all or substantially all the assets of a bank, acquiring control of a bank, merging or consolidating with another bank holding company, or acquiring direct or indirect ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, the acquiring bank holding company would control more than 5% of any class of the voting shares of such other bank or bank holding company.

The BHCA also prohibits a bank holding company from engaging directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to its subsidiary banks.

However, a bank holding company may engage in and may own shares of companies engaged in activities that the Federal Reserve has determined, by order or regulation, to be so closely related to banking as to be a proper incident thereto.

The Company has elected to be treated as a financial holding company pursuant to Section 4(l) of the BHC Act.

As a financial holding company, the Company is authorized to engage in a broader set of financial activities than a bank holding company that has not elected to be a treated as a financial holding company, including insurance underwriting and broker-dealer services as well as activities that are jointly determined by the Federal Reserve and the U.S.

Treasury to be financial in nature or incidental to such financial activity.

Financial holding companies may also engage in activities that are determined by the Federal Reserve to be complementary to financial activities.

“Financial activities” is broadly defined to include not only banking, insurance and securities activities, but also merchant banking and additional activities that the Federal Reserve, in consultation with the Secretary of the Treasury, determines to be financial in nature, incidental to such financial activities, or complementary activities that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.

If a financial holding company or any depository institution subsidiary of a financial holding company fails to remain well capitalized and well managed, the Federal Reserve may impose such limitations on the conduct or activities of the financial holding company as the Federal Reserve determines to be appropriate, and the company and its affiliates may not commence any new activity or acquire control of shares of any company engaged in any activity that is authorized particularly for financial holding companies without first obtaining the approval of the Federal Reserve.

The company must also comply with all applicable Federal Reserve requirements for financial holding companies.

If a financial holding company remains out of compliance for 180 days or such longer period as the Federal Reserve permits, the Federal Reserve may require the financial holding company to divest either its insured depository institution or all of its non-banking subsidiaries engaged in activities not permissible for a bank holding company.

If an insured depository institution subsidiary of a financial holding company fails to maintain a “satisfactory” or better record of performance under the Community Reinvestment Act, the financial holding company will be prohibited, until the rating is raised to “satisfactory” or better, from engaging in new activities authorized particularly for financial holding companies or acquiring companies engaged in such activities.

Limitations on Acquisitions of Our Common Stock.

The Change in Bank Control Act prohibits a person or group of persons acting in concert from acquiring “control” of a bank holding company unless the Federal Reserve has been notified and has not objected to the transaction.

Under a rebuttable presumption established by the Federal Reserve, the acquisition by a person or group of persons acting in concert of 10% or more of a class of voting securities of a bank holding company with a class of securities registered under Section 12 of the Exchange Act constitutes the acquisition of control of a bank holding company for purposes of the Change in Bank Control Act.

In addition, the BHCA prohibits any company from acquiring control of a bank or bank holding company without first having obtained the approval of the Federal Reserve.

Under the BHCA, a company is deemed to control a bank or bank holding company if the company owns, controls or holds with power to vote 25% or more of a class of voting securities of the bank or bank holding company, controls in any manner the election of a majority of directors or trustees of the bank or bank holding company, or the Federal Reserve determines that the company has the power to exercise a controlling influence over the management or policies of the bank or bank holding company.

Under a rebuttable presumption of control established by the Federal Reserve, the acquisition of control of more than 5% of a class of voting securities of a bank holding company, together with other factors enumerated by the Federal Reserve, could constitute the acquisition of control of a bank holding company under the BHCA.

Enhanced Prudential Supervision.

SoFi Bank does not currently have $10 billion or more of consolidated assets, but may in the future.

The Dodd-Frank Act and other federal banking laws subject companies with $10 billion or more of consolidated assets to additional regulatory requirements.

More specifically, among other things, section 1075 of the Dodd-Frank Act, which is commonly known as the “Durbin Amendment”, amended the Electronic Fund Transfer Act to restrict the amount of interchange fees that may be charged and prohibit network exclusivity for debit card transactions, and as such, if we were to become subject to such restriction, it may negatively impact future payment network fees.

The restrictions on interchange fees in the Durbin Amendment do not apply to any issuer that, together with its affiliates, has assets of less than $10 billion.

Section 619 of the Dodd-Frank Act, commonly known as the “Volcker Rule”, which generally prohibits banking entities from engaging in proprietary trading and from acquiring or retaining an ownership interest in or sponsoring certain types of investment funds, does not apply to an insured depository institution if it, and every company that controls it, has total consolidated assets of $10 billion or less and consolidated trading assets and liabilities that are 5% or less of consolidated assets.

If SoFi Bank or the Company exceed these thresholds, we would become subject to the Volcker Rule.

In addition, section 1025 of the Dodd-Frank Act provides that the CFPB has authority to examine any insured depository institution with total assets of more than $10 billion and any affiliate thereof.

Bank Regulation.

SoFi Bank is subject to regulation, supervision, and examination by the OCC.

Additionally, the FDIC has secondary supervisory authority as the insurer of SoFi Bank’s deposits.

SoFi Bank is also subject to regulations issued by the CFPB, as enforced by the OCC.

Pursuant to the Dodd-Frank Act, the Federal Reserve may directly examine the subsidiaries of the Company, including SoFi Bank.

The enforcement powers available to the federal banking regulators include, among other things, the ability to issue cease and desist or removal orders;

to terminate insurance of deposits;

to assess civil money penalties;

to issue directives to increase capital;

to place SoFi Bank into receivership;

and to initiate injunctive actions against banking organizations and institution-affiliated parties.

Deposit Insurance.

Under the Federal Deposit Insurance Act (“FDIA”), insurance of deposits may be terminated by the FDIC if the FDIC finds that the insured depository institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

In addition, SoFi Bank is subject to deposit insurance assessments.

Activities and Investments of National Banking Associations.

National banking associations must comply with the National Bank Act and the regulations promulgated thereunder by the OCC, which generally limit the activities of national banking associations to those that are deemed to be part of, or incidental to, the “business of banking”.

Activities that are part

of, or incidental to, the business of banking include taking deposits, borrowing and lending money and discounting or negotiating promissory notes, drafts, bills of exchange, and other evidences of debt.

Subsidiaries of national banking associations generally may only engage in activities permissible for the parent national bank.

Community Reinvestment Act.

The Community Reinvestment Act (“CRA”) requires the OCC to evaluate SoFi Bank’s performance in helping to meet the credit needs of the entire communities it serves, including low and moderate-income neighborhoods, consistent with its safe and sound banking operations, and to take this record into consideration when evaluating certain applications.

The OCC’s CRA regulations are generally based upon objective criteria of the performance of institutions under three key assessment tests:

(i) a lending test, to evaluate the institution’s record of making loans in its service areas;

(ii) an investment test, to evaluate the institution’s record of investing in community development projects, affordable housing, and programs benefiting low- or moderate-income individuals and businesses;

and (iii) a service test, to evaluate the institution’s delivery of services through its branches, ATMs, and other offices.

The OCC rates a national bank’s compliance with the CRA as “Outstanding”, “Satisfactory”, “Needs to Improve” or “Substantial Noncompliance”.

Failure of SoFi Bank to receive at least a “Satisfactory” rating could inhibit SoFi Bank or the Company from undertaking certain activities, including acquisitions of other financial institutions.

Golden Pacific Bank, the predecessor to SoFi Bank, received a “Satisfactory” rating as of April 1, 2019.

Regulatory Capital Requirements.

We and SoFi Bank are subject to risk-based capital requirements and rules issued by the Federal Reserve and the OCC.

The capital rules are intended to reflect the relationship between the banking organization’s capital and the degree of risk associated with its operations based on transactions recorded on-balance sheet as well as off-balance sheet items.

The FDIA requires the federal banking agencies to take prompt corrective action with respect to depository institutions that do not meet the minimum capital requirements set forth in the capital rules.

These capital requirements are different from, and may be in addition to, those required of SoFi Securities under the SEC’s Net Capital Rule, as defined below.

Safety and Soundness Standards.

The FDIA requires the federal bank regulatory agencies to prescribe safety and soundness standards, by regulations or guidelines, as the agencies deem appropriate.

Guidelines adopted by the federal bank regulatory agencies establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits.

In general, these guidelines require, among other things, appropriate systems and practices to identify and manage the risk and exposures specified in the guidelines.

The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder.

In addition, the federal banking agencies adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an agency that it is not satisfying any of such safety and soundness standards to submit a compliance plan.

If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order restricting asset growth, requiring an institution to increase its ratio of tangible equity to assets or directing other actions of the types to which an undercapitalized institution is subject under the “prompt corrective action” provisions of the FDIA.

If an institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties.

Consumer Financial Services Laws and Regulations

We are subject to federal and state laws designed to protect consumers and prohibit unfair or deceptive business practices.

These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must interact with customers when taking deposits, making loans, collecting loans and providing other services.

The Consumer Financial Protection Bureau (the “CFPB”) also has a broad mandate to prohibit unfair, deceptive or abusive acts and practices, which can be referred to as “UDAAP”, and is specifically empowered to require certain disclosures to consumers and draft model disclosure forms.

Failure to comply with consumer protection laws and regulations can subject financial institutions to enforcement actions, fines and other penalties.

The OCC examines SoFi Bank for compliance with CFPB rules and enforces CFPB rules with respect to SoFi Bank.

Truth in Lending Act.

The Truth in Lending Act (“TILA”) and Regulation Z, which implements it, require lenders to provide consumers with uniform, understandable information concerning certain terms and conditions of their loan and credit transactions prior to the consummation of a credit transaction and, in the case of certain education, mortgage, and open-end loans, at the time of a loan solicitation, application, approval, and origination of a credit transaction.

TILA also regulates the advertising of credit and gives borrowers, among other things, certain rights regarding updated disclosures and periodic statements, security interests taken to secure the credit, the right to rescind certain loan transactions, a right to an investigation

and resolution of billing errors, and the treatment of credit balances.

For certain types of credit transactions, lenders are not permitted to originate loans with certain high-risk features, such as negative amortization and balloon payments, and must provide certain consumer protections during the underwriting and origination process, such as providing a right to an appraisal of mortgaged property, and verifying the consumer’s ability to repay the loan prior to making a decision to approve an application for the loan.

Private Education Lenders must provide multiple disclosures to applicants under TILA and must provide applicants with 30 days in which to accept or reject a loan offer as well as the right to rescind the loan transaction for three days following receipt of the Final TILA disclosure.

Real Estate Settlement Procedures Act.

The federal Real Estate Settlement Procedures Act (“RESPA”) and Regulation X, which implements it, require certain disclosures to be made to the borrower at application, as to the lender’s good faith estimate of loan origination costs, and at closing with respect to the real estate settlement statement;

apply to certain loan servicing practices including escrow accounts, member complaints, servicing transfers, lender-placed insurance, error resolution and loss mitigation.

RESPA also prohibits giving or accepting any fee, kickback or a thing of value for the referral of real estate settlement services, and giving or accepting any portion of any fee charged for rendering a real estate settlement service other than for services actually performed.

To the extent that a lender makes or receives a referral to an affiliate, with whom it has an affiliated business arrangement, for settlement services, RESPA requires a disclosure of the affiliation to the person whose business is referred.

For most home loans, the time of application (loan estimate) and time of loan closing disclosure requirements for RESPA and TILA have been combined into integrated disclosures under the TILA-RESPA Integrated Disclosure rule.

Equal Credit Opportunity Act.

The federal Equal Credit Opportunity Act (“ECOA”) prohibits creditors from discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program or the fact that the applicant has in good faith exercised any right under the federal Consumer Credit Protection Act or any applicable state law.

Regulation B, which implements ECOA, restricts creditors from requesting certain types of information from loan applicants and from using advertising or making statements that would discourage on a prohibited basis a reasonable person from making or pursuing an application.

ECOA also requires creditors to provide consumers and certain small businesses with timely responses to applications for credit, including notices of adverse action taken on credit applications.

Fair Housing Act.

The federal Fair Housing Act (“FHA”) applies to credit related to housing and prohibits discrimination on the basis of race or color, national origin, religion, sex, familial status, and handicap.

The FHA prohibits discrimination in advertising regarding the sale or rental of a dwelling, which includes mortgage credit discrimination.

The FHA may place restrictions on a creditor’s targeted marketing strategies, due to the risk that such strategies may increase a creditor’s fair lending risk.

Home Mortgage Disclosure Act.

The federal Home Mortgage Disclosure Act (“HMDA”) requires lenders to collect, report, and disclose certain information about their mortgage lending activity to the CFPB.

Much of the data reported pursuant to HMDA is made public and can be used by regulators and third parties to ascertain information about our mortgage lending activity.

Regulators and litigants may use the data to make inferences about our compliance with ECOA, FHA, and similar anti-discrimination laws.

Effective in 2018, the CFPB issued a final rule which greatly expanded the amount of data that mortgage lenders are required to collect and report under HMDA.

The CFPB has proposed and is expected to issue another final rule amending HMDA.

Secure and Fair Enforcement for Mortgage Licensing Act.

We employ and contract with mortgage loan originators which are required by state and federal law to be licensed as mortgage loan originators in the relevant jurisdictions where they operate.

To obtain and maintain licensure, the mortgage loan originator must meet the minimum education, experience, and character requirements set forth by the relevant state’s law, and periodically renew their licenses.

We may not be permitted to employ, take applications from, or originate loans processed by mortgage loan originators who fail to maintain a license in good standing in each relevant jurisdiction.

Fair Credit Reporting Act.

The federal Fair Credit Reporting Act (“FCRA”), as amended by the Fair and Accurate Credit Transactions Act (“FACTA”), promotes the accuracy, fairness and privacy of information in the files of consumer reporting agencies.

FCRA requires a permissible purpose to obtain a consumer credit report and requires persons that furnish loan payment information to credit bureaus to report such information accurately.

FCRA also imposes disclosure requirements on creditors who take adverse action on credit applications based on information contained in a consumer report or received from a third party and requires creditors who use consumer reports in establishing loan terms to provide risk-based pricing or credit score notices to affected consumers.

The FCRA also imposes rules and disclosure requirements on creditors’ use of consumer reports for marketing purposes, which impacts our ability to use consumer reports and prescreened lists to market consumer loans through direct mail and other means.

Fair Debt Collection Practices Act.

The federal Fair Debt Collection Practices Act (“FDCPA”) provides guidelines and limitations on the conduct of third-party debt collectors in connection with the collection of consumer debts.

The FDCPA limits certain communications with third parties, imposes notice and debt validation requirements, and prohibits threatening, harassing or abusive conduct in the course of debt collection.

While the FDCPA applies to third-party debt collectors, debt collection and loan servicing laws of certain states impose similar requirements on creditors who collect their own debts or contract with third parties to collect their debts.

In addition, the CFPB prohibits UDAAP in debt collection, including first-party debt collection.

The CFPB’s Regulation F, which implements the FDCPA, addresses communications in connection with debt collection, interprets and applies prohibitions on harassment or abuse, false or misleading representations, and unfair practices in debt collection, and clarifies requirements for certain consumer-facing debt collection disclosures.

Servicemembers Civil Relief Act.

The federal Servicemembers Civil Relief Act (“SCRA”) allows military members to suspend or postpone certain civil obligations so that the military member can devote his or her full attention to military duties.

The SCRA requires us to adjust the interest rate of borrowers who qualify for and request relief.

The SCRA also places limitations on remedies that may otherwise be available to a creditor, such as foreclosures and default judgments.

Military Lending Act.

The Military Lending Act (“MLA”) restricts, among other things, the interest rate and other terms that can be offered to active military personnel and their dependents.

The MLA caps the interest rate that may be offered to a covered borrower for most types of consumer credit to a 36% military annual percentage rate, or “MAPR”, which includes certain fees such as application fees, participation fees and fees for add-on products.

The MLA also requires certain disclosures and prohibits certain terms, such as mandatory arbitration if a dispute arises concerning the consumer credit product.

Electronic Fund Transfer Act and NACHA Rules.

The federal Electronic Fund Transfer Act (“EFTA”) and Regulation E that implements it provide guidelines and restrictions on the provision of electronic fund transfer services to consumers, and on making an electronic transfer of funds from consumers’ bank accounts.

In addition, transfers performed by ACH electronic transfers are subject to detailed timing and notification rules and guidelines administered by the National Automated Clearinghouse Association (“NACHA”).

Most transfers of funds in connection with the origination and repayment of loans are performed by electronic fund transfers, such as ACH transfers.

We obtain necessary electronic authorization from borrowers and investors for such transfers in compliance with such rules.

EFTA requires that lenders make available loan payment methods other than automatic preauthorized electronic fund transfers, and prohibits lenders from conditioning the approval of a loan transaction on the borrower’s agreement to repay the loan through automatic fund transfers.

Recently, the NACHA Board of Directors approved a change in the NACHA Operating Rules that requires ACH Originators to perform account validation as part of their commercially reasonable fraudulent transaction detection systems.

Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act.

The federal Electronic Signatures in Global and National Commerce Act (“ESIGN”), and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures.

ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions and to provide electronic disclosures and other electronic communications to consumers, to obtain the consumer’s consent to receive information electronically.

Bank Secrecy Act .

We have implemented various anti-money laundering policies and procedures to comply with applicable federal anti-money laundering laws, regulations and requirements, such as designating a Bank Secrecy Act (“BSA”) officer, conducting an annual risk assessment, developing internal controls, independent testing, training, and suspicious activity monitoring and reporting.

We apply the customer identification and verification program rules pursuant to the USA PATRIOT Act amendments to the BSA and its implementing regulations and screen certain customer information against the list of specially designated nationals and other lists of sanctioned countries, persons, and entities maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”).

Additionally, SoFi Digital Assets, LLC is registered with and regulated by FinCEN as a money services business (“MSB”) with respect to its digital assets business activities.

As an MSB, we are subject to FinCEN regulations implementing the BSA, which requires MSBs to develop and implement risk-based anti-money laundering programs, report large cash transactions and suspicious activity, and maintain transaction records, among other requirements.

Similarly, SoFi Bank is a financial institution under the BSA that is required to implement a risk-based anti-money laundering program, including customer identification procedures, currency transaction reporting, suspicious activity monitoring and reporting and other recordkeeping requirements.

In addition, our contracts with financial institution partners and other third parties may contractually require us to maintain an anti-money laundering program.

Office of Foreign Assets Control.

has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others.

These sanctions, which are administered by OFAC, take many different forms.

Generally, however, they contain one or more of the following elements:

(i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and

prohibitions on “U.S.

persons” engaging in financial or other transactions relating to a sanctioned country or with certain designated persons and entities;

(ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S.

jurisdiction (including property in the possession or control of U.S.

and (iii) restrictions on transactions with or involving certain persons or entities.

Blocked assets (for example, property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.

Failure to comply with these sanctions could have serious legal and reputational consequences for the Company.

Loan Servicing.

With respect to our private education loan business, we are subject to the CFPB’s rule that enables it to supervise certain non-bank student loan servicers that service more than one million borrower accounts.

The rule covers servicers of both federal and private education loans and is designed to ensure that bank and non-bank servicers follow the same rules in the student loan servicing market.

We are impacted by the rule because we have engaged the Missouri Higher Education Loan Authority (“MOHELA”) to service our private education loans.

MOHELA currently services more than one million student loan borrower accounts.

In addition, for so long as SoFi Lending Corp.

acts as servicer of any of our private education loans, we are subject to certain state licensing requirements applicable to loan servicers even though we have engaged MOHELA to service our private education loans, as we retain master servicing rights.

With respect to our broader consumer loan business, we are subject to federal and state laws regulating loan servicers.

We are impacted by these rules even though we service loans we originate, and engage third parties like MOHELA to service certain types of loans, because some state laws, such as the California Rosenthal Act, apply to creditors and first party servicers.

Some state laws also apply to parties that indirectly service loans through the use of third-party servicer contracts.

Additionally, we sell some of the loans we originate to third parties and are therefore subject to laws governing parties that service loans on behalf of another person to whom the debt is owed.

We are currently licensed as a loan servicer in several states and may be required to seek additional licenses.

If we seek additional licenses, a state may impose fines, restrict our activity in that state, or seek other relief for activity conducted prior to the issuance of a license.

For example, in 2019, we entered into a consent order with the Commonwealth of Pennsylvania Department of Banking and Securities, requiring us to pay a civil fine for conducting mortgage servicing activity as a master servicer before we obtained a mortgage servicing license in Pennsylvania.

Other State Lending and Money Transmission Laws.

SoFi Lending Corp.

will continue to service and, for an interim period, originate certain of our loans, and our money transmission activities will continue to be provided by SoFi Digital Assets.

Consequently, in addition to applicable federal laws and regulations governing our operations, our ability to originate and service loans through SoFi Lending Corp.

in any particular state, and transmit money to or from any particular state, is subject to that state’s laws, regulations and licensing requirements, which may differ from the laws, regulations and licensing requirements of other states.

State laws often include fee limitations and disclosure and other requirements.

Many states have adopted lending regulations that prohibit various forms of high-risk or sub-prime lending and place obligations on lenders to substantiate that a member will derive a tangible benefit from the proposed credit transaction and/or have the ability to repay the loan.

These laws have required most lenders to devote considerable resources to building and maintaining automated systems to perform loan-by-loan analysis of points, fees and other factors set forth in the laws, which often vary depending on the location of the mortgaged property.

Many of these state lending and money transmitter laws are vague and subject to differing interpretation, which exposes us to some risks.

The number and complexity of these laws, and vagaries in their interpretations, present compliance and litigation risks from inadvertent error and omissions which we may not be able to eliminate from our operations or activities.

The laws, regulations and rules described above are subject to legislative, administrative and judicial interpretation, and some of these laws and regulations have been infrequently interpreted or only recently enacted.

Infrequent interpretations of these laws and regulations or an insignificant number of interpretations of recently-enacted laws and regulations can result in ambiguity with respect to permitted conduct under these laws and regulations.

Any ambiguity under the laws and regulations to which we are subject may lead to regulatory investigations or enforcement actions and private causes of action, such as class-action lawsuits, with respect to our compliance with applicable laws and regulations.

Risk Retention Regulations.

Our balance sheet is impacted by the risk retention regulations adopted by the SEC that became effective for non-mortgage securitizations in 2016.

These rules require issuers of asset-backed securities or persons who organize and initiate asset-backed securities transactions to retain a portion of the underlying assets’ credit risk.

Marketing Regulations.

Our marketing and other business practices are subject to federal and state regulation and our expansion into new product offerings, including digital assets and exchange-traded funds under the SoFi Invest product, subject us to additional regulatory scrutiny.

For example, we and the FTC entered the FTC Consent Order regarding savings calculations in our student loan refinancing advertisements.

In addition, we are subject to the Federal Telephone Consumer Protection Act (“TCPA”), which regulates, among other things (a) the use of automated telephone dialing systems to make certain calls or text messages to cellphones without prior consent and (b) certain calls and text messages to numbers properly registered on the federal do not call list without permission or an established business relationship, and the Federal CAN-SPAM

Act and the Telemarketing Sales Rule, and analogous state laws, to the extent that we market credit or other products and services by use of email or telephone marketing.

Bankruptcy Laws.

We are subject to the United States Bankruptcy Code, which limits the extent to which creditors may seek to enforce debts against parties who have filed for bankruptcy protection.

In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to a priority of payment.

Federal and State Securities Laws .

We offer the securities issued in our sponsored securitizations only to, or for the account or benefit of, “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A and to “non-U.S.

persons” outside of the United States in reliance on Regulation S under the Securities Act.

The securities issued in the securitizations that we sponsor are not registered under the Securities Act or registered or qualified under any state securities laws.

We do not offer securitized products to retail investors.

We receive opinions from legal counsel for each securitization confirming that the relevant issuing entity is not required to register under the Investment Company Act in reliance on the exclusion available under Rule 3a-7 of the Investment Company Act, although other exemptions or exceptions may also be available.

SoFi Invest and SoFi Money.

We offer investment management services through SoFi Wealth LLC, an internet-based investment adviser and SoFi Capital Advisors, LLC, which sponsors private investment funds that invest in asset-backed securitizations.

Both SoFi Wealth LLC and SoFi Capital Advisors, LLC are registered as investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and are subject to regulation by the SEC.

SoFi Securities is an affiliated registered broker-dealer and FINRA member, and SoFi Digital Assets, LLC is a FinCEN registered money service business that also holds money transmitter or money service licenses in a majority of states and the District of Columbia.

We offer cash management accounts, which are brokerage products, through SoFi Securities.

The investment advisers are subject to the anti-fraud provisions of the Advisers Act and to fiduciary duties derived from these provisions, which apply to our relationships with our advisory members, including the funds we manage.

These provisions and duties impose restrictions and obligations on us with respect to our dealings with our members, fund investors and our investments, including, for example, restrictions on transactions with our affiliates.

Our investment advisers and our broker-dealer have in the past been, and will in the future be, subject to periodic Securities and Exchange Commission (“SEC”) examinations.

Our investment advisers and our broker-dealer are also subject to other requirements under the Advisers Act and the Exchange Act, respectively, and related regulations.

These additional requirements relate to matters including maintaining effective and comprehensive compliance programs, record-keeping and reporting and disclosure requirements.

The Advisers Act and the Exchange Act generally grants the SEC broad administrative powers, including the power to limit or restrict an investment adviser or our broker-dealer from conducting advisory or brokerage activities, respectively, in the event they fail to comply with federal securities laws.

Additional sanctions that may be imposed for failure to comply with applicable requirements include the prohibition of individuals from associating with an investment adviser or broker-dealer, the revocation of registrations and other censures and fines.

Even if an investigation or proceeding did not result in a sanction or the sanction imposed against us or our personnel by a regulator was small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation and cause us to lose existing members or fail to gain new members.

SoFi Securities is subject to Rule 15c3-1 under the Exchange Act, the “SEC Net Capital Rule”, which requires the maintenance of minimum levels of net capital.

The SEC Net Capital Rule is designed to protect members, counterparties, and creditors by requiring a broker-dealer to have sufficient liquid resources available to satisfy its financial obligations.

Net capital is a measure of a broker-dealer’s readily available liquid assets, reduced by its total liabilities (other than approved subordinated debt).

Among other things, the SEC Net Capital Rule requires that a broker-dealer provide notice to the SEC and FINRA if its net capital is below certain required levels.

There are also certain “early warning” requirements that apply.

Our affiliates operating outside the United States may also be subject to other regulatory capital requirements imposed by non-U.S.

regulatory authorities.

SoFi Securities is an “introducing” broker that does not carry customer security accounts;

rather, customer security accounts are carried by an unaffiliated broker-dealer that also clears transactions for these accounts and maintains segregated cash and investments pursuant to Rule 15c3-3 under the Exchange Act (the “Customer Protection Rule”).

SoFi Securities carries customer cash accounts (related to SoFi Money) that are subject to the Customer Protection Rule.

FINRA has adopted extensive regulatory requirements relating to sales practices, registration of personnel, compliance and supervision, and compensation and disclosure, to which SoFi Securities and its personnel are subject.

FINRA and the SEC

also have the authority to conduct periodic examinations of SoFi Securities, and may also conduct administrative proceedings, and have the authority to levy fines and other penalties on SoFi Securities.

SoFi Securities is registered with the Municipal Securities Rulemaking Board (“MSRB”) and subject to the MSRB’s regulatory regime, including applicable MSRB rules.

SoFi Securities is a Participant of DTC and therefore is subject to DTC’s regulatory regime, including applicable DTC rules and bylaws.

Moreover, through SoFi Securities, we are licensed to underwrite securities offerings and have served as a firm commitment underwriter of registered equity securities offerings on five offerings, and as selling agent on two registered equity securities offerings.

State Licensing Requirements

One or more of our subsidiaries may need, and have obtained, one or more state licenses to broker, acquire, service and/or enforce loans, and to engage in money transmitter activities.

Where we have obtained licenses, state licensing statutes may impose a variety of requirements and restrictions on us, including:

• record-keeping requirements;

• restrictions on servicing and collection practices, including limits on finance charges and fees;

• restrictions on collections;

• usury rate caps;

• restrictions on permissible terms in consumer agreements;

• disclosure requirements;

• examination requirements;

• surety bond and minimum net worth requirements;

• permissible investment requirements;

• financial reporting requirements;

• annual or biennial activity reporting and license renewal requirements;

• notification and approval requirements for changes in principal officers, directors, stock ownership or corporate control;

• restrictions on marketing and advertising;

• qualified individual requirements;

• anti-money laundering and compliance program requirements;

• data security and privacy requirements;

• review requirements for loan forms and other customer-facing documents.

These statutes may also subject us to the supervisory and examination authority of state regulators in certain cases, and we have experienced, are currently and will likely continue to be subject to and experience exams by state regulators.

These examinations have and may continue to result in findings or recommendations that require us to modify our internal controls and/or business practices.

If we are found to have engaged in activities that require a state license without having the requisite license, the licensing authority may impose fines, impose restrictions on our operations in the relevant state, or seek other remedies for activities conducted in the state.

Regulation of Other Activities

Through SoFi Protect, we offer members access to life insurance, auto insurance, homeowners insurance and renters insurance through Social Finance Life Insurance Agency LLC and its licensed agents, which are subject to state insurance, insurance brokering and insurance agency statutes and regulations.

Privacy and Consumer Information Security

In the ordinary course of our business, we access, collect, store, use, transmit and otherwise process certain types of data, including PII, which subjects us to certain federal and state privacy and information security laws, rules, industry

standards and regulations designed to regulate consumer information and data privacy, security and protection, and mitigate identity theft.

These laws impose obligations with respect to the collection, processing, storage, disposal, use, transfer, retention and disclosure of PII, and, with limited exceptions, give consumers the right to prevent use of their PII and disclosure of it to third parties.

The GLBA requires us to disclose certain information sharing practices to consumers, and any subsequent changes to such practices, and provide an opportunity for consumers to opt out of certain sharing of their PII.

This may limit our ability to share PII with third parties for certain purposes, such as marketing.

In addition, the CFPB is expected to issue a new rule regulating the disclosure of consumer information, which may limit our ability to receive or use PII and other consumer information and records supplied by third parties, or share information with third parties.

Further, all 50 states and the District of Columbia have adopted data breach notification laws that impose, in varying degrees, an obligation to notify affected individuals and government authorities in the event of a data or security breach or compromise, including when a consumer’s PII has or may have been accessed by an unauthorized person.

These laws may also require us to notify relevant law enforcement, regulators or consumer reporting agencies in the event of a data breach.

Some laws may also impose physical and electronic security requirements regarding the safeguarding of PII.

On January 1, 2020, the California Consumer Privacy Act (“CCPA”) took effect, directly impacting our California business operations and indirectly impacting our operations nationwide.

The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information.

While personal information that we process that is subject to the GLBA is exempt from the CCPA, the CCPA regulates other personal information that we collect and process in connection with the business.

A new California ballot initiative, the California Privacy Rights Act (“CPRA”), was passed in November 2020.

Effective starting on January 1, 2023, the CPRA imposes additional obligations on companies covered by the legislation and will significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information.

The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA.

Some observers have noted that the CCPA and CPRA could mark the beginning of a trend toward more stringent privacy legislation in the U.S., which could increase our potential liability and adversely affect our business.

For example, on March 2, 2021, Virginia enacted the Consumer Data Protection Act (the “CDPA”) and, on July 8, 2021, Colorado’s governor signed the Colorado Privacy Act (“CPA”) into law.

The CDPA and the CPA will both become effective January 1, 2023.

While the CDPA and CPA incorporate many similar concepts of the CCPA and CPRA, there are also several key differences in the scope, application, and enforcement of the laws that will change the operational practices of regulated businesses.

The new laws will, among other things, impact how regulated businesses collect and process personal sensitive data, conduct data protection assessments, transfer personal data to affiliates, and respond to consumer rights requests.

Certain other state laws impose similar privacy obligations and, in many others, lawmakers have proposed laws that would be similar to the CCPA or CPRA.

We anticipate that more states may enact comprehensive privacy legislation, which provides consumers with new privacy rights and increases the privacy and security obligations of entities handling certain personal information of such consumers.

These proposals, if enacted, may add complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.

The existence of comprehensive privacy laws in different states in the country would make our compliance obligations more complex and costly and may increase the likelihood that we may be subject to enforcement actions or otherwise incur liability for noncompliance.

Our broker-dealer and investment advisers are subject to SEC Regulation S-P, which requires that these businesses maintain policies and procedures addressing the protection of customer information and records.

This includes protecting against any anticipated threats or hazards to the security or integrity of customer records and information and against unauthorized access to or use of customer records or information.

Regulation S-P also requires these businesses to provide initial and annual privacy notices to customers describing information sharing policies and informing customers of their rights.

Intellectual Property

We seek to protect our intellectual property by relying on a combination of federal, state and common law in the United States, as well as on contractual measures.

We use a variety of measures, such as trademarks, trade secrets and, with respect to Galileo, patents, to protect our intellectual property.

We also place appropriate restrictions on our proprietary information to control access and prevent unauthorized disclosures, a key part of our broader risk management strategy.

We have registered several trademarks related to our name, “SoFi”, as well as SoFi’s logo, our company motto “Get Your Money Right” and certain SoFi products, such as “SoFi Money” and “SoFi Invest”, and the names of our affiliated

We believe our name, logo, motto and products are important brand identifiers for our members and enterprise partners.

In addition, Galileo has been granted eight patents.

We believe building a durable culture will be a key determinate in our ability to help our members get their money right and ultimately to achieve our mission.

Creating great culture is a journey, not a destination.

We challenge our employees to integrate each distinct SoFi value enumerated below into their work.

Human Capital Resources

Our number one Company priority is building a durable culture of diversity, where people love where they work in alignment with our core values.

Our resulting initiatives are designed to support, develop and inspire our employees, which in turn we believe will ultimately unlock the potential of the organization, drive excellence across the business and solidify SoFi as a top career destination where people love to work.

We have established the following guiding principles to help us achieve our goals:

• Embodying SoFi’s values across the entire organization to ensure everyone feels welcome, included and able to contribute;

• Integrating a diversity, equity and inclusion lens into everything we do;

• Guiding team members regarding where they are and where they are going — and giving them the tools and resources to get there;

• Supporting managers to become effective people leaders;

• Taking a principled approach to providing fair, relevant and competitive compensation and benefits to a dynamic workforce with diverse needs;

• Leveraging data to better understand the employee experience, measure our success and innovate as needed.

Diversity, Equity and Inclusion

Part of what makes SoFi a dynamic place to work is our commitment to living our core values, one of which is to “embrace diversity.” A diverse workforce enables us to collaborate, create and, ultimately, accomplish our mission of helping people achieve financial independence.

Our Diversity, Equity and Inclusion (“DE&I”) objective is to create a company culture where every employee feels like they genuinely belong, are respected and valued, and can do their best work.

In addition to this being ingrained within our culture, we also see it as a competitive advantage.

To showcase our commitment to DE&I, we launched a new DE&I site in December 2021 that features our ambitious goals to improve representation and the programs we have in place to meet and exceed these goals to both hold ourselves accountable and make this information easily accessible to the public.

As of January 1, 2022, 41% of our global workforce was comprised of employees who identify as female and 54% of our United States-based workforce was comprised of individuals who identify as part of an underrepresented group (“URG”).

We are committed to increasing our total population of URGs to 60% by the end of 2023.

Individuals who identify with a URG represent 47% of our full-time senior leadership positions (defined as people-manager and above) and 66% of our executive workforce.

We are increasing our goal of URGs in senior leadership positions to 50% by the end of 2023.

To help achieve these goals, we will focus on attraction, assessment, engagement and development at all levels.

This means that we will ensure fair and transparent processes in talent assessment and hiring, performance management, career progression and retention across all stages of the employee lifecycle.

As a foundation to this work, we have developed competency-based assessments for roles in marketing, operations and engineering to reduce unconscious biases in both our hiring and promotion practices.

We have also invested in formalizing a university hiring program and returning military program to ensure we are bringing in talent at all levels of the Company.

We are also working to create a stronger sense of inclusion and belonging for our employees in general with a lens on representation.

We launched a targeted mentorship program for our URG population called SoFi GROW.

We also work with our offices in Mexico City and Hong Kong to work to ensure our employees have access to our Employee Resource Groups (called SoFi Circles, some of which are further described below), and that we are taking into consideration local and regional differences as it pertains to DE&I.

The four key focus areas and associated programs outlined below enable us to create and sustain a culture where everyone feels valued, heard and has equal opportunity to thrive.

Goals Programs

Enablement, Awareness and Education:

Create awareness around how social identities contribute to our professional environment and our success

• Expanded voluntary, confidential Employee Self Identification to include LGBTQ, Persons with a disability, and Veterans

• Mandatory employee trainings :

Unconscious Bias, Building an Inclusive Culture, and Hiring the SoFi Way

• Manager onboarding training with a focus on managing for inclusion and development

Access, Development and Network:

Develop a connected workforce with high job satisfaction and engagement, and provide our allies with leadership development opportunities

• SoFi Circles:

Internal groups that identify through a common identity that builds community and empowerment for our employees

• SoFi Grow URM Internal Mentorship Program:

Seeks to inspire and elevate our most underrepresented communities at SoFi by fostering professional development and accelerating the path for allies to take action

• Explorer Program:

Six-month development program designed to help our hourly operations employees learn new skills and promote internal mobility

• Manager onboarding program:

Designed to provide new managers at SoFi with the tools and resources they need to create a supportive, inclusive work environment where their team can do their best work

• The Embracing Diversity Podcast:

Monthly podcast to inform our broader SoFi community on important topics that aim to embrace inclusivity, belonging and awareness

Fairness and Clarity in Processes:

Actively attempt to mitigate unconscious and conscious bias in the hiring process and in annual performance calibrations by working to ensure the processes are objective and inclusive

• Competency-based interviewing:

Anchor our interview process to identify success competencies associated with each role versus informal interviews

• Mandatory employee trainings:

Manage the SoFi Way (for employees), Unconscious Bias (for all hiring teams), Managing within the Law (for people managers) and Bystander Intervention and Prevention (for all employees)

• Regular reviews of employee data to help ensure fairness in our development and compensation processes

• Partnering with national military organizations and universities to increase the diversity of our applicant pool

Accelerated Increase in Representation:

We foster attraction, engagement and retention of underrepresented employees by increasing external brand awareness and supporting SoFi employee career development

• Increase accessibility and visibility of jobs by partnering with organizations like Diversity Jobs, Fairygodboss and Talenya.

• Work towards the goal of having, by 2023, 20% of our incoming workforce comprised of early career seekers with a focus on veterans and underrepresented minorities from university programs

• Cultivate career development for employees through SoFi Grow mentorship and Explorer programs, as well as Meet our SoFi-ety initiative, where we can “meet” our employees who are part of these programs, and see how they are learning, growing and helping to transform the Fintech industry

We believe that a combination of these approaches will help increase the representation, engagement and retention of women, Black, Latinx, and all employees who identify as being from a URG across all levels, roles and business groups.

In order to stay accountable to our DE&I goals, we have expanded our accountability metrics to include retention, promotion and engagement alongside hiring, and we aim to review these practices with each business leader quarterly to monitor progress.

We actively track our self-reported URG/URM hiring rates against the total addressable market, the rate of our promotions of this population against their dominant peer group’s rate, as well as the rate of attrition, to monitor and try to help ensure we are not disproportionately losing URG/URM at a faster rate than our peer group.

Training and Manager Excellence

We believe strongly in investing in our employees and this is a focus throughout the employee lifecycle.

Great care is taken to onboard new hires and set them up for success, both in terms of a broad understanding of SoFi’s mission, values, strategic point of differentiation and products, as well as role-specific learning.

To this end, throughout the year we offer ongoing learnings, including:

weekly company-level All Hands meetings, monthly programming on a diverse range of topics

spanning general business updates to developmental topics, such as financial and personal wellness, and other opportunities for learning from internal and external speakers.

To enable continuous learning, we have deployed an online training platform, which offers thousands of courses and training sessions, ranging from skill development to manager resources.

The training sessions consist of live training, speakers, and targeted learning content.

We also offer ongoing learning opportunities for our people managers to ensure they are well equipped to support their employees.

In addition to training on our compensation philosophy and tools, manager effectiveness and other basic ongoing processes administered by the People team, we also employ a seven-week manager onboarding program.

This program covers a variety of topics, including DE&I, how to give effective feedback, a recruiting overview and best practices and various other components to set new leaders at SoFi up for success.

Within our online training platform, we developed a manager excellence series, ranging over 22 identified competencies.

Our compensation programs are designed to attract, retain and motivate talented, deeply qualified and committed individuals who believe in our mission, while rewarding employees for long-term value creation.

We have a pay-for-performance culture in which employee compensation is aligned to Company performance, as well as individual contributions and impact.

Our equity program aligns employee compensation to the long-term interests of our shareholders, while encouraging them to think and act like owners.

As we continue to evolve our programs and practices, we strive for a fair, competitive, transparent and equitable approach in recognizing and rewarding our employees.

Employee Benefits

The health and wellness of our employees and their families is integral to SoFi’s success.

We have a comprehensive benefits program to support the physical, mental and financial well-being of our employees.

We have one core medical plan in which SoFi pays 100% of the monthly premium and three additional medical plans with premiums that are significantly subsidized.

In addition to core medical, we offer fertility and maternity benefits to help employees who are looking to grow their family, a paid parental leave benefit, as well as a partially subsidized back-up family care benefit.

To support the mental health of our employees, we offer a digital benefit that allows our employees to meet with coaches and clinical care providers at no cost to them.

Our tuition reimbursement and student loan repayment programs provide financial support to our employees that allows them to advance their education and pay off existing student loan debt.

Our benefits package also includes, among other things, basic life insurance and supplemental life insurance, short-term and long-term disability insurance, a Section 401(k) retirement savings plan, and competitive paid time off.

Additionally, in February 2022, we announced the launch of SoFi Gives, a benefit that provides eligible employees with paid time off to engage in volunteer opportunities within their community.

In response to the COVID-19 pandemic, we transitioned to a flexible-first workforce model that not only puts the health and safety of our employees first, but also takes into account what our employees need to be successful.

We now offer all of our employees the choice of working full time in the office, a hybrid approach, or full-time remote.

Coming into the office remains 100% voluntary, unless a person’s role requires them to be on site to do their job.

Additionally, to support our employees through these challenging times, we introduced additional programs focused on childcare as well as support specific to balancing the demands of work and personal family needs.

An additional benefit that came out of this was the introduction of “SoFridays,” where exempt employees are encouraged to end their work week at 2:00 pm local time each Friday.

While this started in 2020 in response to the COVID-19 pandemic, it will continue as a permanent benefit moving forward.

As of December 31, 2021, we employed approximately 2,500 employees, of which approximately 97% were located in the United States and 3% were located internationally.

None of our employees is currently represented by a labor union or has terms of employment that are subject to a collective bargaining agreement.

We consider our relationship with our employees to be very strong and have not historically experienced any work stoppages.

Additional Information

Additional information about SoFi is available on our corporate website at https://www.sofi.com, as well as SoFi’s Investor Relations website at https://investors.sofi.com.

We use our website to distribute company information, including financial and other material information.

We make available free of charge, on or through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, beneficial ownership reports on Forms 3 and 4, as well as other filings and any

amendments to these documents, as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC.

These reports can also be found on the SEC’s website at www.sec.gov.

The content of any websites referred to in this report is not incorporated by reference into this report or any other report filed with or furnished to the SEC.

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-K

Item 1. Business