What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-17 · 160 added, 846 removed, 12 unchanged (99% of the section changed)

Controls and Procedures

Evaluation of

Disclosure Controls and Procedures

Disclosure controls and procedures are

controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management,

including our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15

under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as of December 31, 2020.

Based upon their evaluations, our

Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules

13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal

Control over Financial Reporting

There was no change in our internal control

over financial reporting that occurred during the period from July 10, 2020 (inception), through December 31, 2020, covered by

this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

Internal Control

over Financial Reporting

This Annual Report on Form 10-K does not

include a report of management’s assessment regarding internal control over financial reporting or an attestation report

of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

During the most recently completed fiscal

year, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K and designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management’s Annual Report on Internal Control over Financial Reporting

As discussed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on May 28, 2021.

Prior to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses and were not required to maintain an effective system of internal controls.

In accordance with the considerations pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations, the Company is excluding management’s report on internal control over financial reporting as of December 31, 2021 and an attestation report from our independent registered public accounting firm.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Directors, Executive Officer and Corporate Governance.

Our current directors and executive officer

are as follows:

Chamath Palihapitiya

Chief Executive Office and Chairman of the Board of Directors

President and Director

Chief Financial Officer

Simon Williams

General Counsel and Secretary

Jennifer Dulski

Chamath Palihapitiya has

been our Chief Executive Officer and the Chairman of our Board of Directors since July 2020.

Palihapitiya founded

Social Capital in 2011 and has been its Managing Partner since its inception.

Palihapitiya (1) served as the Chief

Executive Officer and the Chairman of the Board of Directors of IPOA from May 2017 until the consummation of its business

combination with Virgin Galactic in October 2019, and continues to serve as the Chairman of the Board of Directors of Virgin

Galactic, (2) served as the Chief Executive Officer and the Chairman of the Board of Directors of IPOB from October 2019 until

the consummation of its business combination with Opendoor 2019 and (3) served as the Chief Executive Officer and the Chairman

of the Board of Directors of IPOB from October 2019 until the consummation of its business combination with Clover Health.

currently serves as Chief Executive Officer and Chairman of IPOD and IPOF.

Palihapitiya also served as a director of Slack

Technologies Inc.

from April 2014 until October 2019.

Prior to founding Social Capital in 2011, Mr.

served as Vice President of User Growth at Facebook, and is recognized as having been a major force in its launch and growth.

was responsible for overseeing Monetization Products and Facebook Platform, both of which were key factors driving the increase

in Facebook’s user base to more than 750 million individuals worldwide.

Prior to working for Facebook, Mr.

was a principal at the Mayfield Fund, one of the United States’

oldest venture firms, before which he headed the instant

messaging division at AOL.

Palihapitiya graduated from the University of Waterloo, Canada with a degree in electrical

Palihapitiya is well qualified to serve as the Chairperson of our board of directors because of his extensive

management history and experience in identifying, investing in and building next-generation technologies and companies.

Ian Osborne has been our

President and a member of our Board of Directors since July 2020.

Osborne is the Co-founder and Chief Executive Officer

of Hedosophia, an investment firm, which has invested in leading Internet and technology companies since 2012.

served as President and a director of (1) IPOA from May 2017 until the consummation of its business combination with

Virgin Galactic in October 2019, (2) IPOB from January 2020 (October 2019 with respect to his director position) until the

consummation of its business combination with Opendoor and (3) IPOC from January 2020 (October 2019 with respect to his director

position) until the consummation of its business combination with Clover Health.

Osborne currently serves as President

and a director of IPOD and IPOF.

Osborne has advised leading Internet and technology companies, their founders and CEOs,

Osborne is also the indirect controlling shareholder and a director of Connaught, a financial advisory firm.

From 2010 to 2012, Mr.

Osborne was a Partner and Managing Director at DST Global, a family of funds investing in Internet

companies, which was established in 2009 and which has notable successes including Alibaba, Airbnb, Facebook, Spotify and Twitter.

Osborne was educated at St Paul’s School, King’s College London, and the London School of Economics.

is well qualified to serve on our board of directors because of his extensive experience advising leading Internet and technology

Steven Trieu has been

our Chief Financial Officer since July 2020.

Trieu is a Partner and the Chief Financial Officer of Social

Capital, an affiliate of the company’s Sponsor, since October 2017 and is responsible for overseeing the

operations of Social Capital’s family of funds, management company and related entities.

Trieu served as the

Chief Financial Officer of (1) IPOA from March 2019 until the consummation of its business combination with Virgin

Galactic in October 2019, (2) IPOB from January 2020 until the consummation of its business combination with Opendoor

and (3) IPOC from January 2020 until the consummation of its business combination with Clover Health.

currently serves as Chief Financial Officer of IPOD and IPOF.

Prior to joining Social Capital, Mr.

Trieu was VP of

Finance at Quora, Inc.

from October 2011 to June 2016, where he was responsible for its day-to-day finance and

legal operations.

Prior to that, Mr.

Trieu was Director, Finance and Business Operations at Facebook, Inc.

August 2007 to October 2011.

Trieu led the formation of its initial business operations and sales finance

Trieu also previously held a similar role at Yahoo!, Inc., supporting its local markets and commerce

Before that, Mr.

Trieu spent time on Wall Street both as an investment banking and alternative investments

Trieu graduated from the University of Massachusetts, Amherst with a degree in finance and

Simon Williams has been our

General Counsel and Secretary since July 2020.

Williams has been Hedosophia’s Chief Administrative Officer

since March 2017.

Williams served as the General Counsel and Secretary of (1) IPOA from May 2017 until

the consummation of its business combination with Virgin Galactic in October 2019, (2) IPOB from January 2020 until the consummation

of its business combination with Opendoor and (3) IPOC from January 2020 until the consummation of its business combination with

Clover Health.

Williams currently serves as General Counsel and Secretary of IPOD and IPOF.

Prior to joining Hedosophia,

Williams was legal counsel at Balderton Capital, a London-based venture firm focused on backing European-founded technology

companies, from January 2015 to March 2017.

Prior to working at Balderton Capital, Mr.

Williams was an associate

in the London offices of each of Covington & Burling LLP and Morrison & Foerster LLP.

Williams is a solicitor,

qualified in England & Wales, having attended Nottingham Law School.

Williams holds an MA and BA from the University

of Nottingham.

Jennifer Dulski has served

as one of our directors since November 2020.

Dulski has a wide range of executive experience including executive leadership

roles at Facebook, Google and Yahoo!, and founder, CEO and president roles at early stage and scaling startups.

She is currently

CEO and founder of Rising Team, a SaaS company that empowers managers to build more engaged and successful teams.

Prior to Rising

Dulski led Facebook Groups, used by more than 1.5 billion people each month to create and participate in communities

that matter to them.

Her team was responsible for envisioning, building and growing the Groups product.

Before Facebook, Ms.

was president & COO of Change.org, a social enterprise company that empowers people to create campaigns for change.

leadership, Change.org grew 10x, to nearly 200m users, developed a profitable business model, rebuilt its tech stack and supported

thousands of successful campaigns globally.

Prior to Change.org, Ms.

Dulski was an early Yahoo!

Employee and held a variety of

roles over 9 years there.

She ultimately led one of the six core business units as group VP & GM of Local and Marketplaces.

Dulski left Yahoo!

to become co-founder and CEO of The Dealmap, a location-based deals app that Google acquired in 2011, making

her the first woman entrepreneur to sell a company to Google.

She was a product leader at Google for nearly 2 years before joining

She currently serves on the boards of WW (formerly Weight Watchers), the Change.org Foundation and the Arctic Ice Project.

Her previous board experience includes roles on two other public company boards, Move, Inc.

Dulski is also a lecturer

in management at the Stanford Graduate School of Business and her first book, Purposeful, was published by Penguin Portfolio in

2018 and is a Wall Street Journal Bestseller.

Jay Parikh has served as

one of our directors since October 2020.

Parikh has served as Head of Engineering at Facebook, Inc., since March 2014, supporting

and scaling tech teams across the company.

From November 2009 to March 2020, Mr.

Parikh served as Vice President, Infrastructure,

where he lead the global teams that design, develop, build, and operate the physical infrastructure and platforms (both software

and hardware) necessary to power Facebook and its family of products and services, enabling the community to grow from 300 million

users to over 3 billion users and providing users with their real-time experiences.

From October 2007 to October 2009, Mr.

served as Senior Vice President, Engineering & Operations at Ning, Inc., where he oversaw product development, core infrastructure,

and operations for the company’s social networking platform.

From April 1999 to October 2007, Mr.

Parikh served as Vice President

of Engineering at Akamai Technologies, Inc., where he helped build one of the world’s largest and most globally distributed

computing platform.

Parikh has served on the board of directors of Atlassian Corporation Plc since July 2013.

Parikh received

his Bachelor of Science degree in mechanical engineering from Virginia Tech.

Parikh is well qualified to serve on our board

of directors because of his extensive experience with technology and Internet companies and supporting and scaling businesses

Director Independence

The rules of the NYSE require that a

majority of our board of directors be independent within one year of our Initial Public Offering.

An “independent

director”

is defined generally as a person that, in the opinion of the company’s board of directors, has no

material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization

that has a relationship with the company).

We currently have two “independent directors”

as defined in the NYSE

rules and applicable SEC rules.

We expect a majority of our board of directors to be comprised of independent directors

within 12 months from the date of listing to comply with the majority independent board requirement.

Our board has determined

that each of Ms.

Dulski and Mr.

Parikh is an independent director under applicable SEC and NYSE rules.

Number, Terms

of Office and Election of Officers and Directors

Our board of directors consists of four

Prior to our initial Business Combination, holders of our founder shares will have the right to appoint all of our directors

and remove members of the board of directors for any reason, and holders of our public shares will not have the 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.

Each of our directors will hold office for a two-year term.

Subject to any other special rights

applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of

the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares

(or, prior to our initial Business Combination, holders of our founder shares).

Our officers are appointed by the board

of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors

is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as

it deems appropriate.

Our amended and restated memorandum and articles of association provide that our officers may consist of

a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary,

Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

Committees of the Board of Directors

Our board of directors has three standing

an audit committee;

a compensation committee;

and a nominating and corporate governance committee.

Each of our audit

committee, compensation committee and nominating and corporate governance committee are comprised solely of independent directors.

Each committee operates under a charter that was approved by our board of directors and has the composition and responsibilities

described below.

The charter of each committee is available on our website.

Audit Committee

The members of our audit committee are

Dulski and Mr.

Parikh serves as chair of the audit committee.

We will appoint a third qualifying member to our

audit committee within one year from the date of listing to comply with the audit committee requirement.

Each member of the audit committee is financially

literate and our board of directors has determined that Mr.

Parikh qualifies as an “audit committee financial expert”

as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter,

which details the purpose and principal functions of the audit committee, including:

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance

with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the

performance of our internal audit function and independent auditors;

the appointment, compensation, retention, replacement, and oversight of the work of the independent

auditors and any other independent registered public accounting firm engaged by us;

pre-approving all audit and non-audit services to be provided by the independent auditors or any

other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with

us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent auditors;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the

independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal

quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities,

within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal

with such issues;

meeting to review and discuss our annual audited financial statements and quarterly financial statements

with management and the independent auditor, including reviewing our specific disclosures under “Item 7.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404

of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any

legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints

or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes

in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

The members of our compensation committee

Dulski and Mr.

Parikh serves as chair of the compensation committee.

We have adopted a compensation committee

charter, which details the purpose and responsibility of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief

Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives

and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and making recommendations to our board of directors with respect to the compensation,

and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit

arrangements for our officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the

compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent

legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any

such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any

other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by the NYSE and the SEC.

Nominating and Corporate Governance

The members of our nominating and corporate

governance committee are Ms.

Dulski and Mr.

Parikh serves as chair of the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the

nominating and corporate governance committee, including:

identifying, screening and reviewing individuals qualified to serve as directors, consistent with

criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for appointment

at the annual general meeting or to fill vacancies on the board of directors;

developing and recommending to the board of directors and overseeing implementation of our corporate

governance guidelines;

coordinating and overseeing the annual self-evaluation of the board of directors, its committees,

individual directors and management in the governance of the company;

reviewing on a regular basis our overall corporate governance and recommending improvements as

and when necessary.

The charter also provides that the nominating

and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm

to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our

shareholders.

Prior to our initial Business Combination, holders of our public shares will not have the right to recommend director

candidates for nomination to our board of directors.

Section 16(a) Reports

16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary

shares to file reports of ownership and changes in ownership with the SEC.

Based solely upon a review of such forms, we believe

that during the year ended December 31, 2020 there were no delinquent filers with the following exception:

each of our Sponsor,

ChaChaCha SPAC F, LLC and Mssrs.

Palihapitiya, Osborne, Trieu, Williams and Parikh failed to file a Form 3 on the effective date

of the registration statement first registering our securities under Section 12 of the Exchange Act and were instead such forms

were filed on the next day.

Code of Ethics

We have adopted a code of ethics and business

conduct (our “Code of Ethics”) applicable to our directors, officers and employees.

We have filed a copy of our Code

of Ethics as an exhibit to this Annual Report.

We have also posted a copy of our Code of Ethics and the charters of our audit committee,

compensation committee and nominating and corporate governance committee on our website http://SocialCapitalHedosophiaHoldings.com/ipoe.html

under “Documents.”

Our website and the information contained on, or that can be accessed through, the website is not

deemed to be incorporated by reference in, and is not considered part of, this Annual Report.

You are able to review these documents

by accessing our public filings at the SEC’s website at www.sec.gov.

In addition, a copy of the Code of Ethics will be provided

without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics

in a Current Report on Form 8-K.

Under Cayman Islands law, our directors

and officers owe the following fiduciary duties:

duty to act in good faith in what the director or officer believes to be in the best interests

of the company as a whole;

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral

duty to not improperly fetter the exercise of future discretion;

duty to exercise powers fairly as between different sections of shareholders;

duty not to put themselves in a position in which there is a conflict between their duty to the

company and their personal interests;

duty to exercise independent judgment.

In addition to the above, directors also

owe a duty of care, which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent

person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same

functions as are carried out by that director in relation to the company and the general knowledge, skill and experience which

that director has.

As set out above, directors have a duty

not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit

as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or

authorized in advance by the shareholders;

provided that there is full disclosure by the directors.

This can be done by way of

permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval

at general meetings.

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 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.

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, subject to his or her fiduciary

duties under Cayman Islands law.

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 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

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

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.

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.

Risk Factors —

General Risk Factors —

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

in the company.”

In addition, we have the following potential

conflicts of interest:

None of our directors or officers is required to commit his or her full time to our affairs and,

accordingly, may have conflicts of interest in allocating his or her time among various business activities.

In the course of their other business activities, our directors and officers may become aware of

investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they

are affiliated, including the Other Existing SCH SPACs.

Our management may have conflicts of interest in determining to which entity

a particular business opportunity should be presented.

Our initial shareholders, directors and officers have agreed to waive their redemption rights with

respect to any founder shares and public shares held by them in connection with the consummation of our initial Business Combination.

Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we

fail to consummate our initial Business Combination within 24 months after the closing of the Initial Public Offering or during

any Extension Period.

However, if our initial shareholders (or any of our directors, officers or affiliates) acquire public shares,

they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to consummate

our initial Business Combination within the prescribed time frame.

If we do not complete our initial Business Combination within

such applicable time period, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used

to fund the redemption of our public shares, and the Private Placement Warrants will expire worthless.

Pursuant to a letter agreement

that our initial shareholders, directors and officers have entered into with us, with certain limited exceptions, the founder shares

will not be transferable, assignable or salable by our initial shareholders until the earlier of:

(1) one year after the completion

of our initial Business Combination;

and (2) subsequent to our initial Business Combination (x) if the last reported

sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends,

rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within

any 30-trading day period commencing at least 150 days after our initial Business Combination or (y) the date on which

we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public

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

With certain limited exceptions,

the Private Placement Warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or salable

by our Sponsor until 30 days after the completion of our initial Business Combination.

Since our Sponsor and directors and

officers may directly or indirectly own ordinary shares and warrants, our directors and officers may have a conflict of interest

in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination.

Our directors and officers 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 to proceed with

a particular Business Combination.

Our directors and officers may have a conflict of interest with respect to evaluating a particular

Business Combination if the retention or resignation of any such directors and officers was included by a target business as a

condition to any agreement with respect to our initial Business Combination.

The conflicts described above may not be

resolved in our favor.

Accordingly, as a result of multiple business

affiliations, our directors and officers have similar legal obligations relating to presenting business opportunities meeting the

above-listed criteria to multiple entities.

Below is a table summarizing the entities to which our directors, officers and director

nominees currently have fiduciary duties or contractual obligations that may pose a conflict of interest with us:

Entity’s Business

Chamath Palihapitiya

Social Capital (1)

Investment Firm

Founder and Chief Executive Officer

Virgin Galactic Holdings, Inc.

Aerospace Company

Chairman of the Board of Directors

Social Capital Hedosophia Holdings Corp.

Special Purpose Acquisition Company

Chief Executive Officer and Chairman of the Board of Directors

Social Capital Hedosophia Holdings Corp.

Special Purpose Acquisition Company

Chief Executive Officer and Chairman of the Board of Directors

Hedosophia Group Limited (2)

Investment Firm

Co-Founder and Chief Executive Officer

Social Capital Hedosophia Holdings Corp.

Special Purpose Acquisition Company

Social Capital Hedosophia Holdings Corp.

Special Purpose Acquisition Company

Social Capital (1)

Investment Firm

Partner and Chief Financial Officer

Social Capital Hedosophia Holdings Corp.

Special Purpose Acquisition Company

Chief Financial Officer

Social Capital Hedosophia Holdings Corp.

Special Purpose Acquisition Company

Chief Financial Officer

Simon Williams

Hedosophia Group Limited (3)

Investment Firm

Chief Administrative Officer

Social Capital Hedosophia Holdings Corp.

Special Purpose Acquisition Company

General Counsel and Secretary

Social Capital Hedosophia Holdings Corp.

Special Purpose Acquisition Company

General Counsel and Secretary

Jennifer Dulski

Chief Executive Officer and Founder

Technology Company

Head of Engineering

(1) Includes Social Capital Holdings Inc.

and certain of its funds and other affiliates including affiliated

portfolio companies.

(2) Includes certain other affiliates of Hedosophia Group Limited, including Connaught.

(3) Includes certain affiliates of Hedosophia Group Limited.

Accordingly, if any of the above

directors or officers become aware of a Business Combination opportunity which is suitable for any of the above entities (or

any other entity, including additional special purpose acquisition companies, they become involved with) to which he or she

has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such Business Combination opportunity to such entity, and only present it to us if such entity rejects the

opportunity, 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 basis.

We do not believe, however, that any of

the foregoing fiduciary duties or contractual obligations will materially affect our ability to identify and pursue Business

Combination opportunities or complete our initial Business Combination.

We are not prohibited from pursuing an

initial Business Combination with a company that is affiliated with our Sponsor, directors or officers.

In the event we seek to

complete our initial Business Combination with such a company, we, or a committee of independent and disinterested directors, would

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 that such an initial Business Combination is fair to our company

from a financial point of view.

In addition, our Sponsor or any of its

affiliates may make additional investments in the company in connection with the initial Business Combination, although our Sponsor

and its affiliates have no obligation or current intention to do so.

If our Sponsor or any of its affiliates elects to make additional

investments, such proposed investments could influence our Sponsor’s motivation to complete an initial Business Combination.

In the event that we submit our initial

Business Combination to our public shareholders for a vote, our initial shareholders, directors and officers have agreed, pursuant

to the terms of a letter agreement entered into with us, to vote any founder shares (and their permitted transferees will agree)

and public shares held by them in favor of our initial Business Combination.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by Item 10 is incorporated herein by reference from the Company’s definitive proxy statement for our 2022 Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2021 fiscal year.

The Registrant has a code of business conduct and ethics that applies to all of its employees, officers and directors.

The code of business conduct and ethics is available on the Registrant’s website at www.sofi.com and the Registrant will post any amendments to, or waivers from, the code of business conduct and ethics on that website.

Executive Compensation

None of our directors or officers have

received any cash compensation for services rendered to us.

Commencing on the date that our securities were first listed on the

NYSE through the earlier of consummation of our initial Business Combination and our liquidation, we will pay an affiliate of our

Sponsor a total of $10,000 per month for office space, administrative and support services.

Our Sponsor, directors and officers,

or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, directors, officers or our or

any of their respective affiliates.

In September 2020, our Sponsor transferred 100,000 founder shares to Jay Parikh, at their original

per-share purchase price.

In November 2020, pursuant to a Director Restricted Stock Unit Award Agreement, dated November 13, 2020,

between the Company and Ms.

Dulski, we granted 100,000 restricted stock units (“RSUs”) to Ms.

Dulski, which grant is

contingent on both the consummation of our initial Business Combination and a shareholder approved equity plan.

The RSUs will vest

upon the consummation of such initial Business Combination and represent 100,000 Class A ordinary shares of the Company that will

settle on a date we select in the year following the year in which such Business Combination occurs.

After the completion of our initial Business

Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation

from the combined company.

All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer

materials or proxy solicitation materials furnished to our shareholders in connection with a proposed Business Combination.

is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will

be responsible for determining executive officer and director compensation.

Any compensation to be paid to our officers after the

completion of our initial Business Combination will be determined by a compensation committee constituted solely by independent

We are not party to any agreements with

our directors and officers that provide for benefits upon termination of employment.

The existence or terms of any such employment

or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we

do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination

should be a determining factor in our decision to proceed with any potential Business Combination.

The information required by Item 11 is incorporated herein by reference from the Company’s Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2021 fiscal year.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information

regarding the beneficial ownership of our ordinary shares as of the date of March 15, 2021 with respect to our ordinary shares

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding

ordinary shares;

each of our executive officers and directors;

all our executive officers and directors as a group.

Unless otherwise indicated, we believe

that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned

The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants

are not exercisable within 60 days of March 15, 2021.

Class A Ordinary Shares

Class B Ordinary Shares (1)

Name and Address of Beneficial Owner (2)

SCH Sponsor V LLC (our Sponsor) (3)

Chamath Palihapitiya (3)

Ian Osborne (3)

Simon Williams

Jennifer Dulski

Empyrean Capital Partners, LP (4)

All directors and officers

as a group (6 individuals)

than one percent.

(1) Unless otherwise noted, the business address of each of the following entities or individuals is

c/o Social Capital Hedosophia Holdings Corp.

V, 317 University Ave, Suite 200, Palo Alto, CA 94301.

(2) Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject

to adjustment, as described in the section entitled “Description of Securities”

in our prospectus filed with the SEC

pursuant to Rule 424(b)(4) (File No.

(3) SCH Sponsor V LLC, our Sponsor, is the record holder of the Class B ordinary shares reported

Palihapitiya and Osborne may be deemed to beneficially own shares held by our Sponsor by virtue of their shared

control over our Sponsor.

Each of Messrs.

Palihapitiya and Osborne disclaims beneficial ownership of our ordinary shares held by

(4) According to a Schedule 13G filed with the SEC on January 12, 2021, each of Empyrean Capital

Overseas Master Fund, Ltd., Empyrean Capital Partners, LP and Amos Meron share voting and dispositive power with regard to 4,733,273

Class A ordinary shares of the Company.

The business address for each is c/o Empyrean Capital Partners, LP, 10250 Constellation

Boulevard, Suite 2950, Los Angeles, CA 90067.

Our initial shareholders beneficially own

20.0% of the issued and outstanding ordinary shares and have the right to elect all of our directors prior to our initial Business

Combination as a result of holding all of the founder shares.

Holders of our public shares will not have

the right to appoint any directors to our board of directors prior to our initial Business Combination.

In addition, because of

their ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring

approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval

of significant corporate transactions.

The information required by Item 12 is incorporated herein by reference from the Company’s Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2021 fiscal year.

Certain Relationships and Related Transactions, and Director Independence

Founder Shares

On July 10, 2020, the Company issued one

ordinary share to the Sponsor for no consideration.

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

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

On September 17, 2020, the Company effected

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

On October 8, 2020, the Company

effected another share capitalization resulting in the Company’s initial shareholders holding an aggregate of 20,125,000

Founder Shares.

The Founder Shares will automatically convert into Class A ordinary shares at the time of the completion of a Business

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

The Founder Shares included an aggregate

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

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

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

As a result of the underwriters’

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

The Sponsor has agreed, subject to limited

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

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

(A) one year after the completion of a Business Combination

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

$12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations

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

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

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

for cash, securities or other property.

Private Placement

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.

Each Private Placement Warrant is exercisable for one Class A ordinary share

at a price of $11.50 per share, subject to adjustment.

A portion of the proceeds from the sale of the Private Placement Warrants

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

The 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.

If we do not complete an Initial Business

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

sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of our public shares, subject

to the requirements of applicable law, and the Private Placement Warrants will expire worthless.

Pursuant to a registration rights agreement

entered into on October 8, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued

upon conversion of Working Capital Loans (as defined below) (and any Class A ordinary shares issuable upon the exercise of the

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

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

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

The holders of these securities will be entitled

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

the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent

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

Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to

effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up

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

In connection

with the SoFi Business Combination, the registration rights agreement will be amended and restated.

Financial Advisory

The underwriters agreed to reimburse the

Company for an amount equal to (1) 10% of the non-deferred underwriting commission payable to the underwriter, of which $1,400,000

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

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

of the Business Combination.

Related Party

Notes and Advances

of October 14, 2020, the Sponsor paid for certain offering costs on behalf of the Company in connection with the Initial Public

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

As of December 31, 2020, advances amounting to $5,000 were outstanding.

July 16, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company borrowed an aggregate

principal amount of $300,000.

The note was non-interest bearing and payable on the earlier of (i) June 30, 2020 and (ii) the completion

of the Initial Public Offering.

This note was amended and restated on September 17, 2020 solely to increase the amount that could

be borrowed to an aggregate principal amount of $400,000.

The borrowings outstanding under the note in the amount of $400,000 were

repaid upon the consummation of the Initial Public Offering on October 14, 2020.

January 11, 2021, the Company issued a promissory note to Sponsor (the “Promissory Note”), pursuant to which the Company

may borrow up to an aggregate principal amount of $2,500,000.

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

of (i) October 14, 2022 and (ii) the completion of the Business Combination.

At January 22, 2021, there was $1,330,000 outstanding

under the Promissory Note.

In order to finance transaction costs in

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

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

Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination,

without interest, or, at the lender’s discretion, up to $2,500,000 of notes may be converted upon completion of a Business

Combination into warrants at a price of $2.00 per warrant.

Such warrants would be identical to the Private Placement Warrants.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account

to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Administrative Support Agreement

The Company entered into an agreement

whereby, commencing on October 8, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for office

space, administrative and support services.

Upon completion of a Business Combination or its liquidation, the Company will

cease paying these monthly fees.

For the period from July 10, 2020 (inception) through December 31, 2020, the Company

incurred $25,000, in fees for these services, of which such amount is included in accrued expenses in the accompanying

balance sheet.

with the execution of the Merger Agreement, we entered into Subscription Agreements with the Sponsor Related PIPE Investors, pursuant

to which the Sponsor Related PIPE Investors have subscribed for shares of SoFi Technologies common stock in connection with the

PIPE Investment.

The Sponsor Related PIPE Investors are expected to fund $275,000,000 of the PIPE Investment, for which they will

receive 27,500,000 shares of SoFi Technologies common stock.

Specifically, (i) ChaChaCha SPAC 5, LLC, an entity affiliated with

our Chairman and Chief Executive Officer Chamath Palihapitiya, subscribed for 13,100,000 shares of SoFi Technologies common stock,

(ii) Hedosophia Group Limited, an entity affiliated with our President and director Ian Osborne, subscribed for 13,100,000 shares

of SoFi Technologies common stock, (iii) The Steven Trieu Living Trust dtd 4.3.12, an entity affiliated with our Chief Financial

Officer Steven Trieu, subscribed for 240,000 shares of SoFi Technologies common stock, and (iv) individuals affiliated with our

Sponsor subscribed for the remaining 1,060,000 shares of SoFi Technologies common stock.

The PIPE Investment will be consummated

substantially concurrently with the closing of the Business Combination.

The information required by Item 13 is incorporated herein by reference from the Company’s Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2021 fiscal year.

Principal Accounting Fees and Services

Fees for professional services provided

by our independent registered public accounting firm for the last two fiscal years include:

For the period from July 10, 2020 (inception) through December 31, 2020

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

(1) Audit Fees.

Audit fees consist of fees billed for professional services rendered for the audit

of our year-end financial statements and services that are normally provided by our independent registered public accounting firm

in connection with statutory and regulatory filings.

(2) Audit-Related Fees.

Audit-related fees consist of fees billed for assurance and related services

that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under

“Audit Fees.”

These services include attest services that are not required by statute or regulation and consultation

concerning financial accounting and reporting standards.

(3) Tax Fees.

Tax fees consist of fees billed for professional services relating to tax compliance,

tax planning and tax advice.

(4) All Other Fees.

All other fees consist of fees billed for all other services including permitted

due diligence services related potential business combination.

Policy on Board

Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors

The audit committee is responsible for appointing,

setting compensation and overseeing the work of the independent auditors.

In recognition of this responsibility, the audit committee

shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the independent

auditors as provided under the audit committee charter.

The information required by Item 14 is incorporated herein by reference from the Company’s Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of our 2021 fiscal year.

Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K:

The following documents are filed as part of this report:

(1) Financial Statements:

See “Item 8.

Index to Financial Statements and Supplementary Data”

(b) Exhibits:

The exhibits listed in the accompanying index to exhibits are filed or incorporated by

reference as part of this Annual Report on Form 10-K.

Description of Exhibit

Amended and Restated Memorandum and Articles of Association of the Company.

Warrant Agreement, dated October 8, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Description of the Company’s securities.

Letter Agreement, dated October 8, 2020, among the Company, the Sponsor, the Company’s officers and directors and the other party thereto.

Letter Agreement, dated November 13, 2020, between the Company and Jennifer Dulski.

Investment Management Trust Agreement, dated October 8, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Registration Rights Agreement, dated October 8, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Administrative Services Agreement, dated October 8, 2020, between the Company and Social Capital Holdings, Inc.

Sponsor Warrants Purchase Agreement, dated October 8, 2020, between the Company and the Sponsor.

Indemnity Agreement, dated October 8, 2020, between the Company and Chamath Palihapitiya.

Indemnity Agreement, dated October 8, 2020, between the Company and Ian Osborne.

Indemnity Agreement, dated October 8, 2020, between the Company and Jay Parikh.

Indemnity Agreement, dated October 8, 2020, between the Company and Steven Trieu.

Indemnity Agreement, dated October 8, 2020, between the Company and Simon Williams.

Indemnity Agreement, dated December 10, 2020, between the Company and Jennifer Dulski.

Director Restricted Stock Unit Award Agreement, dated November 13, 2020, between the Company and Jennifer Dulski.

Code of Ethics and Business Conduct of Social Capital Hedosophia Holdings Corp.

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

See “ Index to Financial Statements ” in Part II, Item 8.

(2) Financial Statement Schedules:

(3) Index to Exhibits:

The following exhibits are filed herewith, or were previously filed and are hereby incorporated by reference.

Description Form File Number Date of Filing Exhibit/Annex Number Reference

Agreement and Plan of Merger, dated as of January 7, 2021, by and among Social Capital Hedosophia Holdings Corp.

V, Plutus Merger Sub Inc.

and Social Finance, Inc.

S-4 333-252009 January 11, 2021 Annex A

First Amendment to Agreement and Plan of Merger, dated as of March 16, 2021, by and among Social Capital Hedosophia Holdings Corp.

V, Plutus Merger Sub Inc.

and Social Finance, Inc.

8-K 001-39606 March 16, 2021 2.1

Agreement and Plan of Merger and Reorganization, dated as of April 6, 2020, by and among Social Finance, Inc., SFI Acquisition Co., Inc., SFI Financial Technologies LLC, and Shareholder Representative Services LLC

S-1 333-257092 June 14, 2021 2.3

Agreement and Plan of Merger and Reorganization, dated as of February 19, 2022, by and among SoFi Technologies, Inc., Technisys S.A., Atom New Delaware, Inc., Atom Merger Sub Corporation and Fortis Advisors LLC, as representative

8-K 001-39606 February 24, 2022 2.1

Certificate of Incorporation of SoFi Technologies, Inc.

8-K 001-39606 June 4, 2021 3.1

By-Laws of SoFi Technologies, Inc.

8-K 001-39606 June 4, 2021 3.2

Specimen Common Stock Certificate of SoFi Technologies, Inc.

S-4/A 333-252009 February 10, 2021 4.6

Form of Amended and Restated Warrant to Purchase Stock, by and among SoFi Technologies, Inc., Social Finance, Inc.

and the Investor named therein

S-4 333-252009 January 11, 2021 Annex M

Indenture, dated as of October 4, 2021, between SoFi Technologies, Inc.

Bank National Association, as Trustee

8-K 001-39606 October 4, 2021 4.1

Form of Note representing the 0.00% Convertible Senior Notes due 2026 (included as Exhibit A)

8-K 001-39606 October 4, 2021 4.2

Description of Registered Securities

Form of Confirmation for Capped Call Transactions

8-K 001-39606 October 4, 2021 10.1

Description Form File Number Date of Filing Exhibit/Annex Number Reference

2021 Stock Option and Incentive Plan of SoFi Technologies, Inc.

and forms of agreement thereunder.

8-K 001-39606 June 4, 2021 10.2

Form of Subscription Agreement, by and between the Registrant and the undersigned subscriber party thereto

S-4 333-252009 January 11, 2021 Annex D

Shareholders’ Agreement, dated as of May 28, 2021, by and among the Registrant, SCH Sponsor V LLC, and the parties identified on the signature pages thereto

8-K 001-39606 June 4, 2021 10.4

Amended and Restated Series 1 Preferred Stock Investors’ Agreement, dated as of January 7, 2021, by and among the Registrant and the investors listed on Schedule 1 thereto

S-4 333-252009 January 11, 2021 Annex H

Amended and Restated Registration Rights Agreement, dated as of May 28, 2021, by and among the Registrant, SCH Sponsor V LLC, certain former stockholders of Social Finance, Inc., as set forth on Schedule 1 thereto, Jay Parikh, Jennifer Dulski and the parties set forth on Schedule 2 thereto

8-K 001-39606 June 4, 2021 10.5

Series 1 Registration Rights Agreement, dated as of May 28, 2021, by and among the Registrant and certain former stockholders of Social Finance, Inc., as set forth on Schedule 1 thereto

8-K 001-39606 June 4, 2021 10.6

Social Finance, Inc.

2011 Stock Plan and forms of agreements thereunder

S-4 333-252009 January 11, 2021 10.17

Stadium Complex Cornerstone Naming Rights and Sponsorship Agreement, dated as of September 14, 2019, by and between Stadco LA, LLC and Social Finance, Inc.

S-1 333-257092 June 14, 2021 10.12

Revolving Credit Agreement, dated as of September 27, 2018, among Social Finance, Inc., as the Borrower, the Lenders party thereto, the Issuing Banks party thereto, Goldman Sachs Bank USA, as the Administrative Agent, and Citibank, N.A.

and Goldman Sachs Bank USA, as Joint Lead Arrangers and Joint Bookrunners

S-1 333-257092 June 14, 2021 10.13

Office Lease One Tehama, dated as of August 6, 2018, by and between 246 First Street (SF) Owner LLC and Social Finance, Inc.

S-1 333-257092 June 14, 2021 10.14

First Amendment to Office Lease One Tehama, dated as of March 28, 2019, by and between 246 First Street (SF) Owner LLC and Social Finance, Inc.

S-1 333-257092 June 14, 2021 10.15

Amended and Restated Offer of Employment Letter dated as of February 26, 2018 by and between Social Finance, Inc.

and Anthony Noto

S-1 333-257092 June 14, 2021 10.16

Offer Letter dated as of May 29, 2018 by and between Social Finance, Inc.

and Christopher Lapointe

S-1 333-257092 June 14, 2021 10.17

CFO Promotion Letter dated as of September 14, 2020 by and between Social Finance, Inc.

and Christopher Lapointe

S-1 333-257092 June 14, 2021 10.18

Offer Letter dated as of March 27, 2018 by and between Social Finance, Inc.

and Michelle Gill

S-1 333-257092 June 14, 2021 10.19

Offer Letter dated as of May 15, 2019 by and between Social Finance, Inc.

and Jennifer Nuckles

S-1 333-257092 June 14, 2021 10.20

Executive Vice President Promotion Letter dated as of March 6, 2020 by and between Social Finance, Inc.

and Jennifer Nuckles

S-1 333-257092 June 14, 2021 10.21

Offer Letter dated as of May 17, 2021 by and between Galileo Financial Technologies, LLC and Derek White

S-1 333-257092 June 14, 2021 10.23

Form of Indemnification Agreement

8-K 001-39606 June 4, 2021 10.1

Support Agreement, dated as of February 19, 2022, by and among SoFi Technologies, Inc.

and the shareholders of Technisys S.A.

party thereto

8-K 001-39606 February 24, 2022 10.1

Lock-Up Agreement, dated as of February 19, 2022, by and among SoFi Technologies, Inc.

and the shareholders of Technisys S.A.

party thereto

8-K 001-39606 February 24, 2022 10.2

List of Subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Description Form File Number Date of Filing Exhibit/Annex Number Reference

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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__________________

* Filed herewith.

** Furnished herewith.

(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 14,

(2) Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 16,

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) or 601(b)(2) of Regulation S-K.

The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

† Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.

Form 10-K Summary.

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

SOCIAL CAPITAL HEDOSOPHIA

HOLDINGS CORP.

March 17, 2021

/s/Chamath Palihapitiya

Chamath Palihapitiya

Chief Executive Officer and

Chairman of the Board of Directors

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities

and on the dates indicated.

/s/ Chamath Palihapitiya

Chamath Palihapitiya

Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

March 17, 2021

/s/ Ian Osborne

President and Director

March 17, 2021

/s/ Steve Trieu

Chief Financial Officer (Principal Financial and Accounting Officer)

March 17, 2021

/s/ Jennifer Dulski

Jennifer Dulski

March 17, 2021

/s/ Jay Parikh

March 17, 2021

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SoFi Technologies, Inc.

March 1, 2022 By:

/s/ Anthony Noto

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 1, 2022.

Signatures Title

/s/ Anthony Noto Chief Executive Officer

Anthony Noto Principal Executive Officer and Director

/s/ Christopher Lapointe Chief Financial Officer

Christopher Lapointe Principal Financial Officer and Principal Accounting Officer

/s/ Tom Hutton Chairman of the Board of Directors

/s/ Steven Freiberg Vice Chairman of the Board of Directors

Steven Freiberg

/s/ Ahmed Al-Hammadi Director

Ahmed Al-Hammadi

/s/ Ruzwana Bashir Director

Ruzwana Bashir

/s/ Michael Bingle Director

Michael Bingle

/s/ Michel Combes Director

Michel Combes

/s/ Richard Costolo Director

Richard Costolo

/s/ Clara Liang Director

/s/ Carlos Medeiros Director

Carlos Medeiros

/s/ Harvey Schwartz Director

Harvey Schwartz

/s/ Clay Wilkes Director

/s/ Magdalena Yeşil Director

Magdalena Yeşil

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 9A. Controls and Procedures