Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officers and Directors
Upon the consummation of the Business Combination, and in accordance with the
terms of the Merger Agreement, each executive officer of SCH ceased serving in
such capacities, and Chamath Palihapitiya, Ian Osborne, Jay Parikh and Jennifer
Dulski ceased serving on SCH's board of directors.
Effective as of the consummation of the Business Combination, Anthony Noto, Clay
Wilkes, Tom Hutton, Steven Freiberg, Ahmed Al-Hammadi, Michael Bingle, Michel
Combes, Richard Costolo, Clara Liang, Carlos Medeiros, Harvey Schwartz and
Magdalena Ye?il were appointed as directors of SoFi Technologies, to serve until
the end of their respective terms and until their successors are elected and
qualified.
Effective as of the consummation of the Business Combination, Anthony Noto was
appointed as SoFi Technologies' Chief Executive Officer and Christopher Lapointe
was appointed as SoFi Technologies' Chief Financial Officer.
On June 1, 2021, Ruzwana Bashir was appointed to the SoFi Technologies' board of
directors with a term commencing June 1, 2021 and expiring at the 2022 annual
meeting of stockholders. With the appointment of Ms. Bashir, the board of
directors will consist of thirteen directors. Ms. Bashir is not currently
expected to join any committees of the board of directors.
Ms. Bashir will receive the standard non-employee director compensation for
serving on the board of directors as described under "Compensatory Arrangements
for Directors" below under this Item 5.02, which description is incorporated
herein by reference. SoFi Technologies intends to enter into an indemnification
agreement with Ms. Bashir in connection with her appointment to the board of
directors, which is in substantially the same form as that entered into with the
other directors of SoFi Technologies and is further described under
"Indemnification of Directors and Officers" under Item 2.01 of this Report,
which description is incorporated herein by reference. There are no arrangements
or understandings between Ms. Bashir and any other persons pursuant to which Ms.
Bashir was appointed a director of SoFi Technologies. There are no transactions
in which Ms. Bashir has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
Ms. Bashir, 37, has served as the co-founder and Chief Executive Officer of
Peek.com, an experiences booking software and marketplace, since 2012. Ms.
Bashir was previously the Director of Marketing and Business Development at
Artsy, an online art brokerage, from 2010 to 2011. Ms. Bashir also worked in
Strategy and Business Development at Gilt Groupe, an online shopping company, in
2010. She was also an analyst in the real estate private equity group of The
Blackstone Group, an investment firm, from 2006 to 2009, and worked in
investment banking at Goldman Sachs in 2005. Ms. Bashir holds a bachelor of arts
from University of Oxford and a master of business administration from Harvard
Business School. We believe that Ms. Bashir is qualified to serve as a member of
the SoFi Technologies' board of directors because of her experience advising
companies with respect to business strategy and leading a technology company.
Reference is also made to the disclosure described in the Proxy
Statement/Prospectus in the section entitled "Director Election Proposal"
beginning on page 151 and "Management of SoFi Technologies Following the
Business Combination" beginning on page 284 for biographical information about
each of the directors and officers following the Business Combination, other
than Ms. Bashir, which is incorporated herein by reference.
Compensatory Arrangements for Directors
In connection with the consummation of the Business Combination, SoFi
Technologies' board of directors approved a compensation program for SoFi
Technologies' non-employee directors who are determined not to be
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affiliated with SoFi Technologies and SCH (the "NED Compensation Policy").
Pursuant to the terms of the NED Compensation Policy, non-employee directors are
eligible to receive annual cash compensation of $40,000 paid in four quarterly
installments, subject to continued service (and pro-rated if services are not
provided for the full year). In addition, non-employee directors will receive
annual grants of restricted stock unit awards with a value of $250,000 for each
grant, which awards will generally be made at the time of the annual shareholder
meeting and vest on the first to occur between the 12-month anniversary thereof
and the next annual shareholder meeting. The first such grants will be made (x)
for existing directors, following such time as the initial award granted in
connection with the Business Combination becomes 75% vested or (y) for new
directors, following initial appointment to the board, provided that new
director awards may be prorated if granted off-cycle. In addition to the
foregoing, non-employee directors will be entitled to receive additional annual
cash compensation in connection with their committee service, including (i) for
the Audit Committee, $25,000 per year for the chair and $10,000 for each member;
(ii) for the Compensation Committee, $16,000 per year for the chair and $8,000
for each member; and (iii) for the Nominating/Governance Committee, $10,000 for
the chair and $5,000 for each member. Compensation for the chair of the SoFi
Technologies board of directors has not yet been determined.
2021 Plan
In connection with the consummation of the Business Combination, and as further
described in the Proxy Statement/Prospectus in the sections titled "Incentive
Plan Proposal" beginning on page 156 and "SoFi's Compensation Discussion and
Analysis-2021 Stock Option and Incentive Plan," beginning on page 297, SoFi
Technologies adopted the 2021 Plan, under which SoFi Technologies may grant
equity incentive awards to employees, directors and independent contractors in
order to attract, motivate and retain the talent for which SoFi Technologies
competes.
The aggregate number of shares of SoFi Technologies common stock available for
issuance under the 2021 Plan is equal to the sum of (i) 63,575,425 shares of
SoFi Technologies common stock and (ii) an annual increase on the first day of
each calendar year beginning January 1, 2022 and ending on and including January
1, 2030 equal to the lesser of (A) a number equal to the excess (if any) of (1)
5% of the aggregate number of shares of SoFi Technologies common stock
outstanding on the final day of the immediately preceding calendar year over (2)
the number of shares of SoFi Technologies common stock then reserved for
issuance under the 2021 Plan as of such date and (B) such smaller number of
shares of SoFi Technologies common stock as is determined by the SoFi
Technologies board of directors. The maximum number of shares of SoFi
Technologies common stock that may be issued pursuant to the exercise of stock
awards granted under the 2021 Plan is 63,575,425 shares (equal to approximately
8% of the total number of issued and outstanding shares of SoFi Technologies
common stock as of immediately following the Closing).
The foregoing description of the 2021 Plan contained in this Item 5.02 does not
purport to be complete and is subject to and qualified in its entirety by
reference to such 2021 Plan, a copy of which is included herewith as Exhibit
10.2.
Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Immediately prior to the consummation of the Business Combination, SoFi
Technologies filed a Certificate of Incorporation with the Secretary of State of
the State of Delaware. The material terms of the Certificate of Incorporation
and the By-Laws that took effect upon the filing of the Certificate of
Incorporation with the Secretary of State of the State of Delaware are discussed
in the Proxy Statement/Prospectus in the sections entitled "Domestication
Proposal" beginning on page 138 and "Organizational Documents Proposals"
beginning on page 141, which are incorporated by reference herein.
Copies of the Certificate of Incorporation and the Bylaws are included as
Exhibits 3.1 and 3.2 to this Report, respectively, and are incorporated herein
by reference.
Item 5.06  Change in Shell Company Status.
As a result of the Business Combination, SCH ceased being a shell company.
Reference is made to the disclosure in the Proxy Statement/Prospectus in the
sections entitled "BCA Proposal" beginning on page 97 and
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"Domestication Proposal" beginning on page 138, which are incorporated herein by
reference. Further, the information set forth in the Introductory Note and under
Item 2.01 of this Report is incorporated herein by reference.
Item 9.01  Financial Statements and Exhibits.
(a)Financial statements of businesses acquired.
The consolidated financial statements of SoFi for the years ended December 31,
2020, 2019 and 2018 are set forth in the Proxy Statement/Prospectus beginning on
page F-25 and are incorporated herein by reference. The unaudited condensed
consolidated financial statements of SoFi for the three months ended March 31,
2021 and 2020 are set forth in Exhibit 99.1 hereto and incorporated herein by
reference.
(b)Pro forma financial information.
The unaudited pro forma condensed combined financial information of SCH and SoFi
as of March 31, 2021 and for the year ended December 31, 2020 and the three
months ended March 31, 2021 is set forth in Exhibit 99.3 hereto and is
incorporated herein by reference.
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(d)Exhibits.
Exhibit
No.                Description

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.


                   (incorporated by reference to Exhibit 2.1 to     SoFi

Technologies' Registration


                   Statement on Form S-4 filed January 11, 2021).
2.2                  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. (incorporated by reference to Exhibit 2.1 to     SoFi Technologies'
                     Current Report on Form 8-K filed on March 16, 2021).
3.1                  Certificate of Incorporation of SoFi Technologies, Inc.
3.2                  By    l    aws of SoFi Technologies, Inc.
4.1                  Specimen Common Stock Certificate of SoFi

Technologies, Inc. (incorporated by


                   reference to Exhibit 4.6 to     SoFi Technologies'

Amendment No. 1 to the


                   Registration     S    tatement on Form S-4 filed on February 10, 2021).
4.2                  Amended and Restated Warrant to Purchase Stock,     by

and among SoFi

Technologies, Inc.,     Social Finance, Inc. and the

Investor named therein


                   (incorporated by reference to Exhibit 4.5 to     SoFi

Technologies' Registration


                   Statement on Form S-4 filed January 11, 2021).
4.3                  Warrant Agreement, dated as of October 8, 2020,

between Social Capital Hedosophia


                   Holdings Corp. V and Continental Stock Transfer & Trust

Company, as warrant agent


                   (incorporated by reference to Exhibit 10.1 to     SoFi Technologies'     Current
                   Report on Form 8-K filed on October 14, 2020).
10.1                 Form of Indemnification Agreement.
10.2                 2021 Stock Option and Incentive Plan     of     SoFi

Technologies, Inc. and forms


                   of agreement thereunder.
10.3                 Form of Subscription Agreement, by and between the

Registrant and the undersigned


                   subscriber party thereto     (incorporated by reference

to Exhibit 10. 3 to

SoFi Technologies'     Registration Statement on

Form S-4 filed on January 11,


                   2021).
10.4                 Shareholders' Agreement, dated as of May 28, 2021, by

and among SoFi Technologies,


                   Inc., SCH Sponsor V LLC and the parties identified on the signature pages thereto.
10.5                 Amended and Restated Registration Rights Agreement,

dated as of May 28, 2021, by


                   and among SoFi Technologies, Inc., 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.
10.6                 Series 1 Registration Rights Agreement, dated as of

May 28, 2021, by and among

SoFi Technologies and certain former stockholders of

Social Finance, Inc., as set


                   forth on Schedule 1 thereto.
10.7                 Amended and Restated Series 1 Preferred Stock

Investors' Agreement, dated as of

January 7, 2021, by and among Social Capital Hedosophia

Holdings Corp. V and the


                   investors listed on Schedule 1 thereto (incorporated by

reference to Exhibit 10.5 to


                       So    Fi Technologies'     Registration Statement on

Form S-4 filed on January


                   11, 2021).
10.8                 Lock-Up Agreement, dated as of May 28, 2021, by and

among SoFi Technologies, Inc.,

SCH Sponsor V, LLC, Jay Parikh and certain former

stockholders of Social Finance,


                   Inc., as set forth on Schedule 2 thereto.
16.1                 Letter from Marcum LLP to the Securities and Exchange Commission.
21.1                 List of Subsidiaries.
99.1                 Unaudited condensed consolidated financial statements

of Social Finance, Inc. for


                   the three months ended March 31, 2021 and 2020.
99.2                 Management's Discussion and Analysis of     Financial

Condition and Results of


                   Operations     for the three months ended March 31,     2021 and 2020.
99.3                 Unaudited pro forma condensed combined financial

information of Social Capital

Hedosophia Holdings Corp. V and Social Finance, Inc. as

of March 31, 2021 and for


                   the year ended December 31, 2020 and the three months

ended March 31, 2021.

_______________

+ Schedules and exhibits have been omitted pursuant to Item 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.


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