SoFi Technologies, Inc S-1/A, filed Oct 6, 2020

SoFi Technologies, Inc. (SOFI)

S-1/A 2020-10-06

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Added on October 22, 2026

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CALCULATION OF REGISTRATION FEE
Title of Each Class of Security Being Registered	Amount Being Registered		Proposed Maximum Offering Price per Security(1)			Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and a fraction of one redeemable warrant(2)		74,750,000		$	10.00		$	747,500,000		$	97,025.50
Class A ordinary shares included as part of the units(3)		74,750,000			—			—			—(5)
Redeemable warrants included as part of the units(3)		18,687,500			—			—			—(5)
Total							$	747,500,000		$	97,025.50(6)

	Price to Public			Underwriting Discounts and Commissions(1)			Proceeds, Before Expenses, to Us
Per Unit		$	10.00		$	0.55		$	9.45
Total		$	650,000,000		$	35,750,000		$	614,250,000

	SUMMARY					1
	THE OFFERING					9
	RISK FACTORS					31
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					65
	USE OF PROCEEDS					66
	DIVIDEND POLICY					71
	DILUTION					72
	CAPITALIZATION					74
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					75
	PROPOSED BUSINESS					81
	MANAGEMENT					111
	PRINCIPAL SHAREHOLDERS					121
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					124
	DESCRIPTION OF SECURITIES					127
	INCOME TAX CONSIDERATIONS					148
	UNDERWRITING					159
	LEGAL MATTERS					166
	EXPERTS					166
	WHERE YOU CAN FIND ADDITIONAL INFORMATION					166
	INDEX TO FINANCIAL STATEMENTS					F-1

	Without Over-Allotment Option			Over-Allotment Option Exercised
Gross proceeds
Gross proceeds from units offered to public(1)		$	650,000,000		$	747,500,000
Gross proceeds from private placement warrants offered in the private placement			15,000,000			16,950,000
Total gross proceeds		$	665,000,000		$	764,450,000
Estimated offering expenses(2)
Underwriting commissions (excluding deferred portion)(3)(4)		$	13,000,000		$	14,950,000
Legal fees and expenses			250,000			250,000
Accounting fees and expenses			40,000			40,000
Printing and engraving expenses			35,000			35,000
SEC expenses			97,026			97,026
FINRA expenses			112,625			112,625
Travel and road show			10,000			10,000
Directors and officers insurance premiums(5)			450,000			450,000
NYSE listing and filing fees			85,000			85,000
Miscellaneous expenses(6)			20,349			20,349
Total estimated offering expenses (other than underwriting commissions)		$	1,100,000		$	1,100,000
Proceeds after estimated offering expenses		$	650,900,000		$	748,400,000
Held in trust account(3)		$	650,000,000		$	747,500,000
% of public offering size			100%			100%
Not held in trust account(2)		$	900,000		$	900,000

	Amount			% of Total
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(8)		$	300,000		33.3%
Legal and accounting fees related to regulatory reporting obligations			150,000		16.7%
Payment for office space, administrative and support services			240,000		26.7%
NYSE continued listing fees			85,000		9.4%
Other miscellaneous expenses			125,000		13.9%
Total		$	900,000		100.0%

Public offering price				10.00
Net tangible book value before this offering	$	(0.00)
Increase attributable to public shareholders		0.26
Pro forma net tangible book value after this offering and the sale of the private placement warrants				0.26
Dilution to public shareholders			$	9.74
Percentage of dilution to new investors				97.4%

	Shares Purchased				Total Consideration					Average Price Per Share
	Number		Percentage		Amount			Percentage		Average Price Per Share
Initial Shareholders(1)(2)		16,250,000		20.00%		$	25,000		0.004%		$	0.001
Public Shareholders		65,000,000		80.00%		$	650,000,000		99.996%		$	10.00
		81,250,000		100.00%		$	650,025,000		100.00%

Numerator:
Net tangible book value before this offering	$	(10,251)
Proceeds from this offering and sale of the private placement warrants, net of expenses (including non-deferred underwriting commissions)		650,900,000
Offering costs accrued for and paid in advance, excluded from net tangible book value before this offering		30,251
Less: deferred underwriter’s commissions payable		(22,750,000)
Less: amount of Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001		(623,169,990)
	$	5,000,010
Denominator:
Class B ordinary shares issued and outstanding prior to this offering		18,687,500
Shares forfeited if over-allotment is not exercised		(2,437,500)
Class A ordinary shares included in the units offered		65,000,000
Less: shares subject to redemption to maintain net tangible assets of $5,000,001		(62,316,999)
		18,933,001

	July 20, 2020
	Actual			As Adjusted(2)
Promissory note(1)		$	80,000		$	—
Deferred underwriting commissions						22,750,000
Class A ordinary shares, subject to redemption; 0 shares actual and 62,316,999 shares as adjusted(3)			—			623,169,990
Shareholders’ equity:
Preferred shares, $0.0001 par value, 5,000,000 shares authorized (actual and as adjusted); none issued or outstanding (actual and as adjusted)
Ordinary shares, $0.0001 par value, 550,000,000 shares authorized (actual and adjusted)
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); 2,683,001 shares issued and outstanding (excluding 62,316,999 shares subject to redemption) (as adjusted)			—			268
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized (actual and as adjusted); 18,687,500 issued and outstanding (actual), 16,250,000 issued and outstanding (as adjusted)(4)			1,869			1,625
Additional paid-in capital(5)			23,131			5,003,117
Accumulated deficit			(5,000)			(5,000)
Total shareholders’ equity			20,000			5,000,010
Total capitalization		$	100,000		$	650,920,000

				Redemptions in Connection with our Initial Business Combination			Other Permitted Purchases of Public Shares by our Affiliates			Redemptions if we fail to Complete an Initial Business Combination
	Calculation of redemption price			Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) agreed to in connection with the			If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions.			If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares.

	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $650,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee.	Approximately $552,825,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds	$650,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment

	Terms of Our Offering	Terms Under a Rule 419 Offering
	U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act.	Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Receipt of interest on escrowed funds	Interest on proceeds from the trust account to be paid to shareholders is reduced by (1) any taxes paid or payable and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
Limitation on fair value or net assets of target business	The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust).	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
Trading of securities issued	The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current	No trading of the units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

	Terms of Our Offering	Terms Under a Rule 419 Offering
	Report on Form 8-K promptly after the closing of this offering. If the underwriter’s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter’s over-allotment option.
Exercise of the warrants	The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
Election to remain an investor	We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is	A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.

	Terms of Our Offering	Terms Under a Rule 419 Offering
	required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.
Business combination deadline	If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to	If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.

	Terms of Our Offering	Terms Under a Rule 419 Offering
	the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Release of funds	Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;	The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

Name	Age	Title
Chamath Palihapitiya	43	Chief Executive Officer and Chairman of the Board of Directors
Ian Osborne	37	President and Director
Steven Trieu	41	Chief Financial Officer
Simon Williams	40	General Counsel and Secretary
Jay Parikh	47	Director Nominee

Individual	Entity	Entity’s Business	Affiliation
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. II	Special Purpose Acquisition Company	Chief Executive Officer and Chairman of the Board of Directors
	Social Capital Hedosophia Holdings Corp. III	Special Purpose Acquisition Company	Chief Executive Officer and Chairman of the Board of Directors
	Social Capital Hedosophia Holdings Corp. IV	Special Purpose Acquisition Company	Chief Executive Officer and Chairman of the Board of Directors
	Social Capital Hedosophia Holdings Corp. VI	Special Purpose Acquisition Company	Chief Executive Officer and Chairman of the Board of Directors
Ian Osborne	Hedosophia Group Limited(2)	Investment Firm	Co-Founder and Chief Executive Officer
	Social Capital Hedosophia Holdings Corp. II	Special Purpose Acquisition Company	Director
	Social Capital Hedosophia Holdings Corp. III	Special Purpose Acquisition Company	Director
	Social Capital Hedosophia Holdings Corp. IV	Special Purpose Acquisition Company	Director
	Social Capital Hedosophia Holdings Corp. VI	Special Purpose Acquisition Company	Director
Steven Trieu	Social Capital(1)	Investment Firm	Partner and Chief Financial Officer
	Social Capital Hedosophia Holdings Corp. II	Special Purpose Acquisition Company	Chief Financial Officer
	Social Capital Hedosophia Holdings Corp. III	Special Purpose Acquisition Company	Chief Financial Officer
	Social Capital Hedosophia Holdings Corp. IV	Special Purpose Acquisition Company	Chief Financial Officer
	Social Capital Hedosophia Holdings Corp. VI	Special Purpose Acquisition Company	Chief Financial Officer
Simon Williams	Hedosophia Group Limited(3)	Investment Firm	Chief Administrative Officer

Individual	Entity	Entity’s Business	Affiliation
	Social Capital Hedosophia Holdings Corp. II	Special Purpose Acquisition Company	General Counsel and Secretary
	Social Capital Hedosophia Holdings Corp. III	Special Purpose Acquisition Company	General Counsel and Secretary
	Social Capital Hedosophia Holdings Corp. IV	Special Purpose Acquisition Company	General Counsel and Secretary
	Social Capital Hedosophia Holdings Corp. VI	Special Purpose Acquisition Company	General Counsel and Secretary
Jay Parikh	Facebook, Inc.	Technology Company	Head of Engineering

			Approximate Percentage of Issued and Outstanding Ordinary Shares
	Number of Shares Beneficially Owned(2)		Before Offering		After Offering(2)
Name and Address of Beneficial Owner(1)
SCH Sponsor V LLC (our sponsor)(3)		18,587,500		99.5%		19.9%
Chamath Palihapitiya(3)		18,587,500		99.5%		19.9%
Ian Osborne(3)		18,587,500		99.5%		19.9%
Steven Trieu		—		—		—
Simon Williams		—		—		—
Jay Parikh		100,000		*		*
All directors, officers and director nominee as a group (5 individuals)		18,687,500		100.0%		20.0%

	Terms of Our Offering	Terms Under a Rule 419 Offering
	and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law.
Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote	If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public shareholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions.	Most blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination.
Tendering share certificates in connection with a tender offer or redemption rights	We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer	In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership.

				Terms of Our Offering			Terms Under a Rule 419 Offering
				agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

	Fair Market Value of Class A Ordinary Shares
Redemption Date (period to expiration of warrants)	≤10.00		11.00		12.00		13.00		14.00		15.00		16.00		17.00		≥18.00
60 months		0.261		0.281		0.297		0.311		0.324		0.337		0.348		0.358		0.361
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.361
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.361
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.361
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.361
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.361
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.361
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.361
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.361
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.361
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.361
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.361
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.361
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.361
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.361
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.361
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.361
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.361
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.361

Underwriter	Number of Units
Credit Suisse Securities (USA) LLC
Total		65,000,000

	Per Unit(1)						Total(1)
	Without Over-allotment			With Over-allotment			Without Over-allotment			With Over-allotment
Underwriting Discounts and Commissions paid by us		$	0.55		$	0.55		$	35,750,000		$	41,112,500

	Report of Independent Registered Public Accounting Firm					F-2
	Financial Statements:
	Balance Sheet					F-3
	Statement of Operations					F-4
	Statement of Changes in Shareholder’s Equity					F-5
	Statement of Cash Flows					F-6
	Notes to Financial Statements					F-7

ASSETS
Current asset – cash	$	100,000
Deferred offering costs		30,251
Total Assets	$	130,251
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Accrued offering costs	$	30,251
Promissory note – related party		80,000
Total Current Liabilities		110,251
Commitments
Shareholder’s Equity
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none outstanding		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 18,687,500 shares issued and outstanding(1)		1,869
Additional paid in capital		23,131
Accumulated deficit		(5,000)
Total Shareholder’s Equity		20,000
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	130,251

Formation costs	$	5,000
Net Loss	$	(5,000)
Weighted average shares outstanding, basic and diluted		16,250,000
Basic and diluted net loss per ordinary share	$	(0.00)

	Class B Ordinary Shares					Additional Paid in Capital			Accumulated Deficit			Total Shareholder’s Equity
	Shares		Amount			Additional Paid in Capital			Accumulated Deficit			Total Shareholder’s Equity
Balance – July 10, 2020 (inception)		—		$	—		$	—		$	—		$	—
Issuance of Class B ordinary share Sponsor(1)		18,687,500			1,869			23,131			—			25,000
Net loss		—			—			—			(5,000)			(5,000)
Balance – July 20, 2020		18,687,500		$	1,869		$	23,131		$	(5,000)		$	20,000

Cash Flows from Operating Activities:
Net loss	$	(5,000)
Net cash used in operating activities		(5,000)
Cash Flows from Financing Activities:
Proceeds from sale of Class B ordinary shares to Sponsor		25,000
Proceeds from promissory note		80,000
Net cash provided by financing activities		105,000
Net Change in Cash		100,000
Cash – Beginning of period		—
Cash – End of period	$	100,000
Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	30,251

	Exhibit			Description
	1.1*			Form of Underwriting Agreement
	3.1**			Memorandum and Articles of Association
	3.2**			Form of Amended and Restated Memorandum and Articles of Association
	4.1**			Specimen Unit Certificate
	4.2**			Specimen Class A Ordinary Share Certificate
	4.3*			Specimen Warrant Certificate (included in Exhibit 4.4)
	4.4*			Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
	5.1**			Opinion of Maples and Calder
	5.2**			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
	10.1**			Amended and Restated Promissory Note, dated September 17, 2020, issued to SCH Sponsor V LLC
	10.2**			Form of Letter Agreement among the Registrant and its directors and officers and SCH Sponsor V LLC
	10.3**			Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
	10.4**			Form of Registration Rights Agreement between the Registrant and certain security holders
	10.5**			Securities Subscription Agreement, dated July 16, 2020, between the Registrant and SCH Sponsor V LLC
	10.6**			Form of Sponsor Warrants Purchase Agreement between the Registrant and SCH Sponsor V LLC
	10.7**			Form of Indemnity Agreement
	10.8**			Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Registrant
	14**			Form of Code of Ethics and Business Conduct
	23.1*			Consent of Marcum LLP
	23.2**			Consent of Maples and Calder (included in Exhibit 5.1)
	23.3**			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)
	24**			Power of Attorney (included on signature page to the initial filing of this Registration Statement)
	99.1**			Consent of Jay Parikh

Name	Position	Date
/s/ Chamath Palihapitiya Chamath Palihapitiya	Chief Executive Officer and Chairman of the board of directors (Principal Executive Officer)	October 6, 2020
/s/ Steven Trieu Steven Trieu	Chief Financial Officer (Principal Financial and Accounting Officer)	October 6, 2020
/s/ Ian Osborne Ian Osborne	President and Director	October 6, 2020

	Social Capital Hedosophia Holdings Corp. V


	By:
		Name: Chamath Palihapitiya
		Title: Chief Executive Officer

The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.

	CREDIT SUISSE SECURITIES (USA) LLC


By:
	Name: Niron Stabinsky
	Title: Managing Director

	Acting on behalf of itself and as the
	Representative of the Underwriter.

Underwriter	Number of Firm Securities
Credit Suisse Securities (USA) LLC		65,000,000
Total		65,000,000

Redemption Date	Redemption Fair Market Value of Ordinary Shares
(period to expiration of warrants)	≤10.00		11.00		12.00		13.00		14.00		15.00		16.00		17.00		≥18.00
60 months		0.261		0.281		0.297		0.311		0.324		0.337		0.348		0.358		0.361
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.361
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.361
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.361
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.361
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.361
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.361
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.361
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.361
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.361
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.361
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.361
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.361
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.361
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.361
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.361
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.361
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.361
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.361
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

	SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

	By:
		Name:
		Title:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

	By:
		Name:
		Title:

	(Signature)

	(Address)

	(Tax Identification Number)

Signature Guaranteed: