Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
Part III
Item 10. 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.
Item 11. Executive Compensation
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.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accounting Fees and Services
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.
Part IV
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
(1) Financial Statements:
See “ Index to Financial Statements ” in Part II, Item 8.
(2) Financial Statement Schedules:
None.
(3) Index to Exhibits:
The following exhibits are filed herewith, or were previously filed and are hereby incorporated by reference.
Exhibit No. Description Form File Number Date of Filing Exhibit/Annex Number Reference
2.1+
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
2.2
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
2.3
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
2.4 +
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
3.1
Certificate of Incorporation of SoFi Technologies, Inc.
8-K 001-39606 June 4, 2021 3.1
3.2
By-Laws of SoFi Technologies, Inc.
8-K 001-39606 June 4, 2021 3.2
4.1
Specimen Common Stock Certificate of SoFi Technologies, Inc.
S-4/A 333-252009 February 10, 2021 4.6
4.2
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
4.3
Indenture, dated as of October 4, 2021, between SoFi Technologies, Inc. and U.S. Bank National Association, as Trustee
8-K 001-39606 October 4, 2021 4.1
4.4
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
4.5*
Description of Registered Securities
10.1
Form of Confirmation for Capped Call Transactions
8-K 001-39606 October 4, 2021 10.1
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Exhibit No. Description Form File Number Date of Filing Exhibit/Annex Number Reference
10.2
2021 Stock Option and Incentive Plan of SoFi Technologies, Inc. and forms of agreement thereunder.
8-K 001-39606 June 4, 2021 10.2
10.3
Form of Subscription Agreement, by and between the Registrant and the undersigned subscriber party thereto
S-4 333-252009 January 11, 2021 Annex D
10.4
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
10.5
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
10.6
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
10.7
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
10.8
Social Finance, Inc. 2011 Stock Plan and forms of agreements thereunder
S-4 333-252009 January 11, 2021 10.17
10.9†
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
10.10
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
10.11
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
10.12
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
10.13
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
10.14
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
10.15
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
10.16
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
10.17
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
10.18
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
10.19
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
10.20
Form of Indemnification Agreement
8-K 001-39606 June 4, 2021 10.1
10.21 +
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
10.22 +
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
21 *
List of Subsidiaries of the Registrant
23 *
Consent of Independent Registered Public Accounting Firm
31.1 *
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Exhibit No. Description Form File Number Date of Filing Exhibit/Annex Number Reference
32.1 *
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
32.2 *
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
101.INS* Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
__________________
* Filed herewith.
+ 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.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
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.
Date: March 1, 2022 By: /s/ Anthony Noto
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
Tom Hutton
/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
Clara Liang
/s/ Carlos Medeiros Director
Carlos Medeiros
/s/ Harvey Schwartz Director
Harvey Schwartz
/s/ Clay Wilkes Director
Clay Wilkes
/s/ Magdalena Yeşil Director
Magdalena Yeşil
218