Item 7.01 Regulation FD Disclosure.
On May 18, 2021, SCH
issued a press release (the “Press Release”) regarding the transfer of listing
from the NYSE to Nasdaq. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item
7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability
under that section, and shall not be deemed to be incorporated by reference into the filings of SCH under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will
not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit
99.1.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed
transaction between SCH and SoFi. This Current Report on Form 8-K 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 Business Combination, SCH filed a registration statement on Form S-4, as amended (the “Form S-4”), with the
U.S. Securities and Exchange Commission (the “SEC”). The Form S-4 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 Form S-4 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 Business Combination
as described in the Form S-4. SCH also will file other documents regarding the Business Combination with the SEC. Before making any voting
decision, investors and security holders of SCH are urged to read the Form S-4 and all other relevant documents filed or that will be
filed with the SEC in connection with the Business Combination 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 p Business
Combination.
Investors and security holders
may obtain free copies of the Form S-4 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.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form
8-K 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 Current Report on Form 8-K, 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 in connection with the transaction, (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 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.