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Item 5. Market for Registrant’s Common Equity

2022-03-01 compared with 2021-03-17 · 23 added, 278 removed, 0 unchanged (100% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) Market Information

Our Units began trading on the NYSE on

October 9, 2020.

Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant to purchase one Class

A ordinary share.

On November 27, 2020, we announced that holders of the Units may elect to separately trade the Class A ordinary

shares and redeemable warrants included in the Units commencing on November 30, 2020.

Any Units not separated continue to trade

on the New York Stock Exchange under the symbol “IPOE.U.”

Any underlying Class A ordinary shares and redeemable warrants

that were separated trade on the NYSE under the symbols “IPOE”

and “IPOE WS,”

respectively.

As of March 15, 2021, there was approximately

one holder of record of our Units, approximately one holder of record of our separately traded Class A ordinary share, and

approximately two holders of record of our redeemable warrants.

We have not paid any cash dividends on

our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and

general financial condition subsequent to completion of our initial Business Combination.

The payment of any cash dividends subsequent

to our initial Business Combination will be within the discretion of our board of directors at such time.

In addition, our board

of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

September 2020 and October 2020, we effected share capitalizations, resulting in an aggregate of 20,125,000 founder shares issued

and outstanding, in order to maintain the number of founder shares at 20% of our issued and outstanding ordinary shares upon the

consummation of the Initial Public Offering.

Further, if we incur any indebtedness in connection with our initial Business Combination,

our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

(e) Performance Graph

The performance graph has been omitted

as permitted under rules applicable to smaller reporting companies.

(f) Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

October 14, 2020, we consummated our Initial Public Offering of 80,500,000 Units, inclusive of 10,500,000 Units sold to the underwriters

upon the election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds

of $805,000,000.

Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one-fourth of

one redeemable warrant of the Company.

Each whole warrant entitles the holder thereof to purchase one Class A ordinary share Ordinary

Share for $11.50 per share, subject to adjustment.

Credit Suisse acted as the sole book-running manager.

The securities sold in

the offering were registered under the Securities Act on registration statements on Form S-1 (Nos.

333-248915 and 333-249396).

The registration statements became effective on October 8, 2020.

Simultaneously

with the consummation of the Initial Public Offering, and the exercise of the over-allotment option in full and the sale of the

Private Placement Warrants, we consummated a private placement of 8,000,000 Private Placement Warrants to our Sponsor at a price

of $2.00 per Private Placement Warrant, generating total proceeds of $16,000,000.

Such securities were issued pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act.

Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that,

so long as they are held by the Sponsor or its permitted transferees:

(1) they will not be redeemable by us (except in certain

redemption scenarios when the price per Class A ordinary share equals or exceeds $10.00 (as adjusted));

(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 the Sponsor until 30 days after the completion of our Business Combination;

(3) they may be exercised by the

holders on a cashless basis;

and (4) they (including the Class A ordinary Shares issuable upon exercise of these warrants) are

entitled to registration rights.

Of the gross proceeds received from the

Initial Public Offering and the full exercise of the option to purchase additional Units, $805,000,000 was placed in the Trust

We paid a total of $14,000,000 in underwriting

discounts and commissions and $484,062 for other costs and expenses related to the Initial Public Offering.

In addition, the underwriters

agreed to defer $28,175,000 in underwriting discounts and commissions.

For a description of the use of the proceeds

generated in our Initial Public Offering, see “Item 7.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations”.

Selected Financial Data.

Selected financial data has been omitted

as permitted under rules applicable to smaller reporting companies.

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

References to the “Company,”

“our,”

“us”

or “we”

refer to Social Capital Hedosophia Holdings Corp.

The following

discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with

our audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary

of this Annual Report on Form 10-K.

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

forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements

as a result of many factors, including those that are set forth in our preliminary prospectus/proxy statement included in the Registration

Statement on Form S-4 that we have filed with the SEC relating to our proposed business combination with Social Finance,

Inc., a Delaware corporation (the “SoFi Business Combination”), and those set forth under “Cautionary Note Regarding

Forward-Looking Statements and Risk Factor Summary,”

“Item 1A.

Risk Factors”

and elsewhere in this Annual Report

on Form 10-K.

We are a blank check company incorporated

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

purchase, reorganization or similar Business Combination with one or more businesses.

We intend to effectuate our Business Combination

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

debt or a combination of cash, shares and debt.

We expect to continue to incur significant

costs in the pursuit of our acquisition plans.

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

Recent Developments

On January 7, 2021, we entered into an

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

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

The Merger Agreement provides that, among

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

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

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,

The Closing is subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement,

including the approval of our shareholders.

On January 7, 2021, concurrently with the

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

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

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

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

The PIPE Investment will

be consummated substantially concurrently with the Closing.

The consummation of the

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

For more information about the Merger Agreement

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

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

Unless specifically stated, this Annual

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

SoFi Business Combination.

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

Results of Operations

We have neither engaged in any operations

nor generated any operating revenues to date.

Our only activities from inception through December 31, 2020 were organizational

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

in connection with the proposed acquisition of SoFi.

We do not expect to generate any operating revenues until after the completion

of our initial Business Combination.

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

in the Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the period from July 10, 2020

(inception) through December 31, 2020, we had a net loss of $646,393, which consists of operating and formation costs of $663,611

offset by interest income on marketable securities held in the Trust Account of $17,218.

Liquidity and Capital Resources

On October 14, 2020, we consummated the

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

election to fully exercise their option to purchase

an additional 10,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $805,000,000.

Simultaneously with the

closing of the Initial Public Offering, we consummated the sale of 8,000,000 Private Placement Warrants to the Sponsor at a price

of $2.00 per Private Placement Warrant generating gross proceeds of $16,000,000.

Following the Initial Public Offering,

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

in the Trust Account and we had $1,681,999 of cash held outside of the Trust Account, after payment of costs related to the Initial

Public Offering, and available for working capital purposes.

We incurred $42,659,062 in transaction costs, including $14,000,000

of underwriting fees, $28,175,000 of deferred underwriting fees and $484,062 of other offering costs.

For the period from July 10, 2020

(inception) through December 31, 2020, net cash used in operating activities was $1,286,224.

Net loss of $646,393 was impacted

by interest earned on marketable securities held in the Trust Account of $17,218.

Changes in operating assets and liabilities used

$622,613 of cash from operating activities.

At December 31, 2020, we had investments

held in the Trust Account of $805,017,218.

We intend to use substantially all of the funds held in the Trust Account, including

any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business

We may withdraw interest from the Trust Account to pay taxes, if any.

To the extent that our share capital or debt

is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account

will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue

our growth strategies.

At December 31, 2020, we had cash of $259,714

held outside of the Trust Account.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate

target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar

locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements

of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital

deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor

or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete a Business

Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that a Business

Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts,

but no proceeds from our Trust Account would be used for such repayment.

Up to $2,500,000 of such loans may be convertible into

warrants, at a price of $2.00 per warrant, at the option of the lender.

The warrants would be identical to the Private Placement

We will need to raise additional capital

through loans or additional investments from our sponsors, or an affiliate of our Sponsor, officers, directors, or third parties.

Our sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable

in their sole discretion, to meet our working capital needs.

Accordingly, we may not be able to obtain additional financing.

we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include,

but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead

We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

These conditions raise substantial doubt about our ability to continue as a going concern through October 14, 2022, the date that

we will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated.

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

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

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of December 31, 2020.

We do not participate in transactions that create

relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or

purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital

lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor

a monthly fee of $10,000 for office space, administrative and support services, provided to the Company.

We began incurring these

fees on October 14, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination

and the Company’s liquidation.

The underwriters are entitled to a deferred

fee of $0.35 per unit, or $28,175,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting

Critical Accounting Policies

The preparation of consolidated financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of

contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following any critical accounting policies:

Class A Ordinary Shares Subject to Redemption

We account for our Class A ordinary shares

subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480

“Distinguishing Liabilities from Equity.”

Class A ordinary shares subject to mandatory redemption are classified as

a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that

feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain

events not solely within our control) are classified as temporary equity.

At all other times, ordinary shares are classified as

shareholders’

Our Class A ordinary shares feature certain redemption rights that are considered to be outside of

our control and subject to occurrence of uncertain future events.

Accordingly, Class A ordinary shares subject to possible redemption

are presented at redemption value as temporary equity, outside of the shareholders’

equity section of our consolidated balance

Net Income (Loss) per Ordinary Share

We apply the two-class method in calculating

earnings per share.

Net income (loss) per common share, basic and diluted for Class A ordinary shares subject to possible

redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted

average number of shares of Class A ordinary shares subject to possible redemption outstanding for the period.

(loss) per ordinary, basic and diluted for and non-redeemable common stock is calculated by dividing net loss less income attributable

to Class A Ordinary shares subject to possible redemption, by the weighted average number of shares of non-redeemable ordinary

shares outstanding for the period presented.

Recent Accounting Standards

Management does not believe that any other

recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated

financial statements.

Quantitative and Qualitative

Disclosures about Market Risk

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Holders of Record

On June 1, 2021, our common stock began trading on the Nasdaq Global Select Market under the symbol “SOFI”.

Prior to that time, there was no public market for our stock.

As of February 15, 2022, there were 530 holders of record of our common stock, which does not include persons whose stock is held in nominee or “street name” accounts through brokers, banks and intermediaries.

Securities Authorized for Issuance Under Equity Compensation Plans

The equity compensation plan information required by Item 201(d) of Regulation S-K will be set forth in the definitive Proxy Statement for the Company's annual meeting of stockholders, which we intend to file with the SEC within 120 days of the end of our 2021 fiscal year, and is incorporated by reference in this Annual Report on Form 10-K.

Additionally, refer to Note 13 to the Notes to Consolidated Financial Statements included in Part II, Item 8 for additional information on our equity compensation plans.

Performance Graph

The following graph shows the cumulative seven-month total stockholder return on our common stock compared to the cumulative total returns of the Nasdaq Composite index and the S&P Financial index.

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends, as applicable) from June 1, 2021 (the date our common stock commenced trading on the Nasdaq Global Select Market) to December 31, 2021.

June 1, 2021 June 30, 2021 September 30, 2021 December 31, 2021

SoFi $ 100.00 $ 84.64 $ 70.11 $ 70.42

Nasdaq Composite 100.00 105.64 105.40 114.30

S&P Financial 100.00 96.40 99.05 103.57

Recent Sales of Unregistered Securities

In connection with our acquisition of 8 Limited in April 2020, 320,649 shares were contingently issuable, subject to an indemnification period which expired in October 2021.

At that time, we issued all of the shares as unregistered shares under Rule 145 to the former shareholders of 8 Limited.

Issuer Purchases of Equity Securities

We did not have any purchases of our equity securities during the fourth quarter of 2021.

We have never declared nor paid cash dividends on our common stock.

The terms of our Series 1 preferred stock provide for the payment of semiannual dividends on the 30th day of June and 31st day of December of each year.

Other than with respect to our Series 1 preferred stock, we currently do not intend to pay cash dividends in the foreseeable future.

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 5. Market for Registrant’s Common Equity