Social Capital Hedosophia Holdings Corp. V (NYSE: IPOE) (“SCH”
and, after the Domestication as described below, “SoFi
Technologies”) today announced the pending transfer of the listing
of its Class A ordinary shares, par value $0.0001 per share (the
“SCH Class A ordinary shares”) and redeemable warrants (the “SCH
warrants”) from the New York Stock Exchange (“NYSE”) to the Nasdaq
Global Select Market (“Nasdaq”) in connection with its pending
business combination with Social Finance, Inc. (“SoFi”).
Prior to the consummation of the business combination, SCH will
domesticate as a Delaware corporation and will change its name to
“SoFi Technologies, Inc.” (the “Domestication”). In connection with
the Domestication, (1) each of the then issued and outstanding SCH
Class A ordinary shares will convert automatically, on a
one-for-one basis, into a share of common stock, par value $0.0001
per share, of SoFi Technologies (the “SoFi Technologies common
stock”); (2) each of the then issued and outstanding SCH warrants
will convert automatically into a redeemable warrant to acquire one
share of SoFi Technologies common stock (the “SoFi Technologies
warrants”); and (3) each of the then issued and outstanding units
of SCH that have not been previously separated into the underlying
SCH Class A ordinary shares and underlying SCH warrants upon the
request of the holder thereof (the “SCH units”), will be cancelled
and will entitle the holder thereof to one share of SoFi
Technologies common stock and one-fourth of one SoFi Technologies
warrant.
Trading is expected to begin on the Nasdaq on June 1, 2021
(assuming SCH’s business combination with SoFi closes on May 28,
2021 as described further below) under the new ticker symbol “SOFI”
for the SoFi Technologies common stock and “SOFIW” for the SoFi
Technologies warrants. Until the Domestication and exchange listing
transfer is complete, the SCH Class A ordinary shares, SCH warrants
and SCH units will continue to trade under the ticker symbols
“IPOE”, "IPOE.WS" and "IPOE.U”, respectively, on the NYSE.
The last day of trading on the NYSE is expected to be on May 28,
2021, which is the date on which SCH’s business combination with
SoFi is currently expected to close, subject to receipt of
shareholder approval at SCH’s extraordinary general meeting on May
27, 2021 and the satisfaction of other customary closing
conditions.
No action is required by existing SCH shareholders with respect
to the ticker symbol or exchange listing change.
About Social Capital Hedosophia V
Social Capital Hedosophia V is a partnership between the
investment firms of Social Capital and Hedosophia. Social Capital
Hedosophia Holdings unites technologists, entrepreneurs and
technology-oriented investors around a shared vision of identifying
and investing in innovative and agile technology companies. To
learn more about Social Capital Hedosophia, visit
www.socialcapitalhedosophiaholdings.com.
About SoFi
SoFi helps people achieve financial independence to realize
their ambitions. Our products for borrowing, saving, spending,
investing and protecting give our over 2 million members fast
access to tools to get their money right. SoFi membership comes
with the key essentials for getting ahead, including career
advisors and connection to a thriving community of like-minded,
ambitious people. SoFi is also the naming rights partner of SoFi
Stadium, home of the Los Angeles Chargers and the Los Angeles Rams.
For more information, visit www.SoFi.com or download our iOS and
Android apps.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
SoFi and SCH. This press release does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed transaction, SCH has filed a registration statement on
Form S-4 with the U.S. Securities and Exchange Commission (the
“SEC”), which includes a document that serves as a prospectus and
proxy statement of SCH, referred to as a proxy
statement/prospectus, that is both the proxy statement/prospectus
which has been distributed to SCH’s shareholders in connection with
SCH’s solicitation of proxies for the vote by SCH’s shareholders
with respect to the proposed transaction as described in the
registration statement as well as the prospectus relating to the
offer of the securities to be issued to SCH's security holders in
connection with SCH's proposed domestication as a Delaware
corporation in connection with the proposed transaction as
described in the registration statement. SCH also will file other
documents regarding the proposed transaction with the SEC. Before
making any voting decision, investors and security holders of SCH
are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction. SCH has
mailed a definitive proxy statement/prospectus and other relevant
documents to its shareholders of record as of April 29, 2021, the
record date established for the extraordinary general meeting of
stockholders relating to the proposed transaction.
Investors and security holders are able to obtain free copies of
the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by SCH through the website maintained by the SEC at
www.sec.gov.
The documents filed by SCH with the SEC also may be obtained
free of charge at SCH’s website at
http://www.socialcapitalhedosophiaholdings.com/docse.html or upon
written request to 317 University Ave, Suite 200, Palo Alto,
California 94301.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between SoFi and SCH. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of SCH’s securities, (ii) the risk that the transaction may not be
completed by SCH’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by SCH, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the adoption of the
Agreement and Plan of Merger, dated as of January 7, 2021, as
amended on March 16, 2021 (as it may be further amended, the
“Merger Agreement”) by the shareholders of SCH, the satisfaction of
the minimum trust account amount following redemptions by SCH’s
public shareholders and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third party valuation in
determining whether or not to pursue the proposed transaction, (v)
the inability to complete the PIPE Investment, (vi) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on SoFi’s business
relationships, operating results and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of SoFi and potential difficulties in SoFi employee
retention as a result of the transaction, (ix) the outcome of any
legal proceedings that may be instituted against SoFi or against
SCH related to the Merger Agreement or the proposed transaction,
(x) the ability to maintain the listing of SCH’s securities on a
national securities exchange, (xi) the price of SCH’s securities
may be volatile due to a variety of factors, including changes in
the competitive and highly regulated industries in which SCH plans
to operate or SoFi operates, variations in operating performance
across competitors, changes in laws and regulations affecting SCH’s
or SoFi’s business and changes in the combined capital structure,
(xii) the ability to implement business plans, forecasts and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, and (xiii) the risk
of downturns and a changing regulatory landscape in the highly
competitive industry. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of SCH’s Annual Report on Form 10-K, as amended, the
registration statement on Form S-4 discussed above and other
documents filed by SCH from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and SoFi and SCH assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise. Neither SoFi
nor SCH gives any assurance that either SoFi or SCH, or the
combined company, will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210518005301/en/
SoFi: Investors ir@sofi.org
Media Rachel Rosenweig rrosenzweig@sofi.org +1.847.421.2093
Social Capital Hedosophia V: Media Sara Evans / Kerry
Golds Finsbury Glover Hering sara.evans@fgh.com /
kerry.golds@fgh.com +1.917.344.9279 / +1.646.957.2279
Jonathan Gasthalter / Carissa Felger Gasthalter & Co.
SCH@gasthalter.com +1.212.257.4170
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