Item 1.01 Entry into a Material Definitive Agreement.



On February 19, 2022, SoFi Technologies, Inc. ("SoFi") entered into an Agreement
and Plan of Merger and Reorganization (the "Merger Agreement"), by and among
SoFi, Technisys S.A., a Luxembourg société anonyme ("Technisys"), Atom New
Delaware, Inc., a Delaware corporation and a wholly owned subsidiary of
Technisys ("Atom New Delaware"), Atom Merger Sub Corporation, a Delaware
corporation and a wholly owned subsidiary of SoFi ("Merger Sub"), and Fortis
Advisors LLC, a Delaware limited liability company, in its capacity as the
representative. The Merger Agreement provides that, upon the terms and subject
to the conditions set forth therein, Merger Sub will merge with and into Atom
New Delaware (the "Merger"), with Atom New Delaware surviving the Merger and
becoming a wholly owned subsidiary of SoFi.

Subject to the terms and conditions of the Merger Agreement, prior to the
Merger, Technisys and Atom New Delaware will undertake certain pre-closing
restructuring transactions (the "Pre-Closing Restructuring"). Among other
things, Technisys converted into a société à responsabilité limitée on February
23, 2022, and prior to the closing of the Merger (the "Closing"), the
shareholders of Technisys will effect the contribution of all of the outstanding
shares of common stock, nominal value $1.00 per share, of Technisys ("Technisys
Common Stock"), and preferred stock, nominal value $1.00 per share, of Technisys
("Technisys Preferred Stock" and, together with Technisys Common Stock,
"Technisys Stock"), for shares of common stock, par value $0.01 per share, of
Atom New Delaware ("Atom New Delaware Common Stock"), and preferred stock, par
value $0.01 per share, of Atom New Delaware ("Atom New Delaware Preferred Stock"
and, together with Atom New Delaware Common Stock, "Atom New Delaware Stock"),
respectively, in each case on a one-to-100 basis.

Subject to the terms and conditions of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), the holders of shares of Atom New
Delaware Stock that are issued and outstanding immediately prior to the
Effective Time, other than treasury shares and dissenting shares, will receive
aggregate base merger consideration of 84,074,719 shares of common stock,
$0.0001 par value per share, of SoFi ("SoFi Common Stock" and such shares, the
"Merger Consideration"), subject to customary cash, debt and working capital
adjustments that will be settled in shares of SoFi Common Stock. At the Closing,
a portion of the Merger Consideration will be deposited with an escrow agent to
secure the indemnification and post-Closing purchase price adjustment
obligations of former Atom New Delaware stockholders under the Merger Agreement.

As of the Effective Time, each unit granted under Technisys' 2020 Long Term
Incentive Plan that is outstanding as of immediately prior to the Effective
Time, each of which has a value equal to 1/99 of a share of Technisys Common
Stock (each, a "Technisys LTIP Unit"), and that is vested or that vests by its
terms as of the date of the Merger Agreement as a result of the occurrence of
the Effective Time, will be canceled in exchange for the right to receive,
without interest and less applicable withholding taxes, an amount in cash equal
to the value of the per share Merger Consideration on a per Technisys LTIP Unit
basis, as calculated in accordance with the Merger Agreement, which cash amount
will be payable in two equal installments, the first within 30 days of Closing
and the second on the one-year anniversary of Closing. As of the Effective Time,
each Technisys LTIP Unit that is unvested and will not vest by its terms as of
the date of the Merger Agreement as a result of the occurrence of the Effective
Time, will be canceled and converted into a SoFi restricted stock unit award
with a vesting schedule that is no less favorable to the holder of such
Technisys LTIP Unit than the vesting schedule that applied to such Technisys
LTIP Unit immediately prior to the Effective Time, and in respect of a number of
shares of SoFi Common Stock equal to the per share Merger Consideration on a per
Technisys LTIP Unit basis, divided by the average closing price of SoFi Common
Stock over the five consecutive trading days prior to the Closing. The
consideration delivered to holders of Technisys LTIP Units will reduce the
aggregate base consideration of 84,074,719 shares of SoFi Common Stock otherwise
deliverable in the Merger as described above.

The Merger Agreement contains customary representations and warranties from
Technisys and Atom New Delaware, on the one hand, and SoFi and Merger Sub, on
the other hand, and each of Technisys and Atom New Delaware, on the one hand,
and SoFi and Merger Sub, on the other hand, has agreed to customary covenants,
including, among others, covenants relating to the conduct of its business
during the interim period between the execution of the Merger Agreement and the
Effective Time. Technisys and Atom New Delaware have also agreed to certain
non-solicitation obligations relating to alternative business combination
proposals. The representations, warranties and pre-Closing covenants of
Technisys and Atom New Delaware will survive the Closing for a period of

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15 months following the Closing. Former stockholders of Atom New Delaware will
indemnify SoFi for certain losses arising out of breaches of representations,
warranties, pre-Closing covenants and certain other matters, subject to certain
limitations set forth in the Merger Agreement.

The completion of the Merger is subject to certain conditions, including (a) the
adoption and approval of the Merger Agreement and the transactions contemplated
thereby, including the Merger, by the stockholders of Atom New Delaware, (b) the
completion of the Pre-Closing Restructuring and (c) the absence of any
injunction, law, restraining order or decree of any nature of any governmental
authority of competent jurisdiction making illegal, enjoining, restraining or
prohibiting the consummation of the transactions contemplated by the Merger
Agreement. The obligations of each of Technisys, Atom New Delaware, SoFi and
Merger Sub to complete the Merger are also subject to certain additional
conditions, including (i) the accuracy of the representations and warranties of
the other parties to the Merger Agreement (subject, with specified exceptions,
to materiality or material adverse effect standards), and (ii) performance in
all material respects by the other parties of their obligations under the Merger
Agreement. The obligations of SoFi and Merger Sub to complete the Merger are
subject to further conditions, including (A) the continued employment of certain
employees of Technisys, (B) since the date of the Merger Agreement, the absence
of any change, effect, event, occurrence, state of facts or development which,
individually or in the aggregate, has had a material adverse effect on Technisys
that is continuing or is reasonably likely to have a material adverse effect on
Technisys, and (C) the absence of a pending or threatened action, suit or
proceeding brought by any governmental authority of competent jurisdiction
seeking to restrain the consummation of the transactions contemplated by the
Merger Agreement. No vote of SoFi stockholders will be required in connection
with the Merger or the other transactions contemplated by the Merger Agreement.

The Merger Agreement contains certain termination rights, including the right of
(a) either SoFi or Technisys to terminate the Merger Agreement if (i) the
closing of the Merger has not occurred by March 31, 2022, (ii) any final,
nonappealable injunction, law, restraining order or decree of any nature of any
governmental authority of competent jurisdiction is in effect that makes
illegal, enjoins, restrains or prohibits the consummation of the transactions
contemplated by the Merger Agreement, or (iii) the other parties are in material
breach of their respective representations and warranties or covenants under the
Merger Agreement that would give rise to the failure of a closing condition,
subject to a cure period; and (b) SoFi to terminate the Merger Agreement if (i)
the contribution contemplated by the Pre-Closing Restructuring has not occurred
by March 18, 2022, or (ii) the Atom New Delaware stockholder approval has not
been delivered within four business days of the completion of the contribution
contemplated by the Pre-Closing Restructuring.

The representations, warranties and covenants of the parties set forth in the
Merger Agreement have been made only for purposes of, and were and are solely
for the benefit of the parties to, the Merger Agreement? may be subject to
limitations agreed upon by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of establishing these
matters as facts? and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to investors.
Accordingly, the representations and warranties may not describe the actual
state of affairs at the date they were made or at any other time, and investors
should not rely on them as statements of fact.

The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference.

In connection with the execution of the Merger Agreement, certain shareholders . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. The shares of SoFi Common Stock to be issued in connection with the Merger will not be registered under the Securities Act of 1933, as amended, and will be issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) thereof.

Cautionary Statement Forward-Looking Statements



This communication contains certain forward-looking statements, including, but
not limited to, certain plans, expectations, goals, projections, and statements
about the proposed transaction, the plans, objectives, expectations and
intentions of SoFi and Technisys, the expected completion of the transaction and
other statements that are not historical facts. Such statements are subject to
numerous assumptions, risks and uncertainties. These forward-looking statements
are not guarantees of performance. Such statements can be identified by the fact
that they do not relate strictly to historical or current facts. Words such as
"anticipate", "believe", "continue", "could", "estimate", "expect", "intend",
"may", "opportunity", "future", "strategy", "might", "plan", "possible",
"potential", "predict", "project", "should", "strive", "would", "will be", "will
continue", "will likely result" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking.

Factors that could cause actual results to differ materially from those
contemplated by these forward-looking statements include: the effect and
uncertainties related to the COVID-19 pandemic (including any government
responses thereto); SoFi's ability to achieve and maintain profitability in the
future; the impact on SoFi's business of the regulatory environment and
complexities with compliance related to such environment; SoFi's ability to
respond to general economic conditions; SoFi's ability to manage its growth
effectively and its expectations regarding the development and expansion of its
business; SoFi's ability to access sources of capital, including debt financing
and other sources of capital to finance operations and growth; the success of
SoFi's continued investments in its Financial Services segment and in its
business generally; the success of SoFi's marketing efforts and its ability to
expand its member base; SoFi's ability to maintain its leadership position in
certain categories of its business and to grow market share in existing markets
or any new markets it may enter; SoFi's ability to develop new products,
features and functionality that are competitive and meet market needs; SoFi's
ability to realize the benefits of its

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strategy, including what SoFi refers to as its Financial Services Productivity
Loop; SoFi's ability to make accurate credit and pricing decisions or
effectively forecast its loss rates; SoFi's ability to establish and maintain an
effective system of internal controls over financial reporting; SoFi's ability
to realize the anticipated benefits of its acquisition of Golden Pacific Bank;
the impact of additional regulation as a result of SoFi's becoming a bank
holding company; SoFi's ability to operate SoFi Bank pursuant to its operating
agreement with the Office of the Comptroller of the Currency; the outcome of any
legal or governmental proceedings that may be instituted against SoFi; the
occurrence of any event, change or other circumstances that could give rise to
the right of SoFi or Technisys to terminate the merger agreement; the outcome of
any legal proceedings that may be instituted against SoFi or Technisys; delays
in completing the transaction; the failure to satisfy any of the conditions to
the transaction on a timely basis or at all; the possibility that the
anticipated benefits of the transaction are not realized when expected or at
all, including as a result of the impact of, or problems arising from,
integration or as a result of changes in the economic or market environments and
competitive factors; the possibility that the transaction may be more expensive
to complete than anticipated, including as a result of unexpected factors or
events; diversion of management's attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or completion of
the transaction; the dilution caused by SoFi's issuance of additional shares of
its capital stock in connection with the transaction; and other factors that may
affect the future results of SoFi and Technisys. Additional factors that could
cause results to differ materially from those described above can be found in
SoFi's Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2021, which is on file with the SEC and available on SoFi's investor
relations website, https://investors.sofi.com, under the heading "Financials,"
and in other documents SoFi files with the SEC.

All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Neither SoFi nor Technisys assumes
any obligation to update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue reliance on
such statements.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.             Description

  2.1                     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*


  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 *


  10.2                    Lock-Up Agreement, dated as of February 19, 2022,

by and among SoFi Technologies,


                        Inc. and the shareholders of Technisys S.A. party thereto    *
104                     Cover Page Interactive Data File (embedded within

the inline XBRL document)





* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the SEC upon
request? provided, however, that the parties may request confidential treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for
any document so furnished.
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