SoFi Technologies, Inc. (Form: S-1/A, Received: 06/22/2021 08:34:06)

As filed with the Securities and Exchange Commission on June 22, 2021

Registration No. 333-257092

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SoFi Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	6199	98-1547291
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

234 1st Street

San Francisco, California 94105

(855) 456-7634

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Christopher Lapointe

Chief Financial Officer

SoFi Technologies, Inc.

234 1st Street

San Francisco, California 94105

(855) 456-7634

(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Jocelyn M. Arel, Esq. Benjamin K. Marsh, Esq. Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 813-8800			Robert Lavet General Counsel and Secretary SoFi Technologies, Inc. 234 1st Street San Francisco, California 94105 (855) 456-7634

Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

Explanatory Note

SoFi Technologies, Inc. is filing this Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”) (File No. 333-257092) solely for the purpose of filing exhibits 5.1, 5.2, 23.3 and 23.4. No changes have been made to the preliminary prospectus constituting Part I of the Registration Statement and, therefore, it has been omitted, or to Part II of the Registration Statement (other than to reflect in the Exhibit Index the filing of the aforementioned exhibits).

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

The financial statements filed as part of this Registration Statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.


Exhibit No.						Description
1.1##						Form of Underwriting Agreement
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 the Registration Statement on Form S-4 filed January 11, 2021)
2.2						First 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 the Registrant’s Current Report on Form 8-K filed on March 16, 2021)
2.3*						Agreement and Plan of Merger and Reorganization, dated as of April 6, 2020, by and among Social Finance, Inc., SFI Acquisition Co., Inc., SFI Financial Technologies LLC, and Shareholder Representative Services LLC
3.1						Certificate of Incorporation of SoFi Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant ’s Current Report on Form 8-K filed on June 4, 2021 )
3.2						By-Laws of SoFi Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 4, 2021)
4.1						Warrant Agreement, dated as of October 8, 2020, between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on October 14, 2020)
4.2						Form of 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 the Registrant's Registration Statement on Form S-4 filed January 11, 2021)
4.3						Specimen Common Stock Certificate of SoFi Technologies, Inc. (incorporated by reference to Exhibit 4.6 to Amendment No. 1 to the Registration Statement on Form S-4 filed on February 10, 2021)
5.1**						Opinion of Goodwin Procter LLP
5.2**						Opinion of Robert Lavet, General Counsel and Secretary of the Registrant
10.1						Sponsor Support Agreement, dated as of January 7, 2021, by and among SCH Sponsor V LLC, the Registrant, certain former director s an d officers of the Registrant and Social Finance, Inc. (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 filed January 11, 2021)
10.2						Stockholder Support Agreement, dated as of January 7, 2021, by and among the Registrant, Social Finance, Inc. and the persons set forth on Schedule I thereto (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 filed January 11, 2021)
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 the Registration Statement on Form S-4 filed January 11, 2021)
10.4						Shareholders’ Agreement, dated as of May 28, 2021 , by and among the Registrant, SCH Sponsor V LLC, and the parties identified on the signature pages thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed June 4 , 2021)
10.5						Amended and Restated Series 1 Preferred Stock Investors’ Agreement, dated as of January 7, 2021, by and among the Registrant and the investors listed on Schedule 1 thereto (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed January 11, 2021)
10.6						Amended and Restated Registration Rights Agreement, dated as of May 28, 2021 , by and among the Regi strant , 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 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed June 4 , 2021 )

II-1


10.7						Series 1 Registration Rights Agreement , dated as of May 28, 2021 , by and among the Registrant and certain former stockholders of Social Finance, Inc., as set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed June 4 , 2021 )
10.8						Sponsor Warrants Purchase Agreement, dated as of October 8, 2020, by and between Social t he Registrant and SCH Sponsor V LLC (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-4 filed January 11, 2021)
10.9#						Social Finance, Inc. 2011 Stock Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4 filed January 11, 2021)
10.10#						2021 Stock Option and Incentive Plan for SoFi Technologies, Inc. and forms of agreement thereunder (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed June 4 , 2021 )
10.11						Lock-Up Agreement, dated as of May 28, 2021, by and among the Registrant, SCH Sponsor V, LLC, Jay Parikh and certain former stockholders of Social Finance, Inc., as set forth on Schedule 2 thereto (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed June 4, 2021)
10.12†*						Stadium Complex Cornerstone Naming Rights and Sponsorship Agreement, dated as of September 14, 2019, by and between Stadco LA, LLC and Social Finance, Inc.
10.13*						Revolving Credit Agreement, dated as of September 27, 2018, among Social Finance, Inc., as the Borrower, the Lenders party thereto, the Issuing Banks party thereto, Goldman Sachs Bank USA, as the Administrative Agent, and Citibank, N.A. and Goldman Sachs Bank USA, as Joint Lead Arrangers and Joint Bookrunners
10.14*						Office Lease One Tehama, dated as of August 6, 2018, by and between 246 First Street (SF) Owner LLC and Social Finance, Inc.
10.15*						First Amendment to Office Lease One Tehama, dated as of March 28, 2019, by and between 246 First Street (SF) Owner LLC and Social Finance, Inc.
10.16#*						Amended and Restated Offer of Employment Letter dated as of February 26, 2018 by and between Social Finance, Inc. and Anthony Noto
10.17#*						Offer Letter dated as of May 29, 2018 by and between Social Finance, Inc. and Christopher Lapointe
10.18#*						CFO Promotion Letter dated as of September 14, 2020 by and between Social Finance, Inc. and Christopher Lapointe
10.19#*						Offer Letter dated as of March 27, 2018 by and between Social Finance, Inc. and Michelle Gill
10.20#*						Offer Letter dated as of May 15, 2019 by and between Social Finance, Inc. and Jennifer Nuckles
10.21#*						Executive Vice President Promotion Letter dated as of March 6, 2020 by and between Social Finance, Inc. and Jennifer Nuckles
10.22#*						Offer Letter dated as of February 14, 2020 by and between Social Finance, Inc. and Maria Renz
10.23#*						Offer Letter dated as of May 17, 2021 by and between Galileo Financial Technologies, LLC and Derek White
10.24#						Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 4, 2021)
16.1						Letter from Marcum LLP to the SEC, dated June 4, 2021 (incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K filed on June 4, 2021)
21.1						List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant ’s Current Report on Form 8-K filed June 4 , 2021)
23.1*						Consent of Marcum LLP
23.2*						Consent of Deloitte & Touche LLP
23.3**						Consent of Goodwin Procter LLP (included as part of Exhibit 5.1)
23.4**						Consent of Robert Lavet , General Counsel and Secretary of the Registrant (included as part of Exhibit 5.2)
24.1*						Power of Attorney

__________________

*Previously filed.

**Filed herewith.

+ 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.

† Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.

II-2

# Indicates a management contract or any compensatory plan, contract or arrangement.

## To be filed, if necessary, subsequent to the effectiveness of this Registration Statement by amendment or incorporated by reference pursuant to a Current Report on Form 8-K in connection with the offering of securities.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on June 22, 2021.


SOFI TECHNOLOGIES, INC.

By:	/s/ Christopher Lapointe

	Name:	Christopher Lapointe
	Title:	Chief Financial Officer

II-4

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on June 22, 2021.


Signature						Title

*						Director and Chief Executive Officer (Principal Executive Officer)
Anthony Noto

/s/ Christopher Lapointe						Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Christopher Lapointe

*						Director
Ahmed Al-Hammadi

*						Director
Ruzwana Bashir

*						Director
Michael Bingle

*						Director
Michel Combes

*						Director
Richard Costolo

*						Director
Steven Freiberg

*						Director
Tom Hutton

*						Director
Clara Liang

*						Director
Carlos Medeiros

*						Director
Harvey Schwartz

*						Director
Clay Wilkes

*						Director
Magdalena Yeşil




*By:			/s/ Christopher Lapointe
			Christopher Lapointe
			Attorney-in-Fact

II-5

Exhibit 5.1

[GOODWIN PROCTER LLP LETTERHEAD]

June 22, 2021

SoFi Technologies, Inc.

234 1st Street

San Francisco, CA 94105

Re: Securities Registered under Registration Statement on Form S-1

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-1 (as amended or supplemented, the “Registration Statement”) on June 14, 2021 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by SoFi Technologies, Inc., a Delaware corporation (the “Company”), of, among other things, (a) the offer and sale from time to time by the selling securityholders covered by the Registration Statement (the “Selling Securityholders”) of up to 385,878,239 outstanding shares (the “Selling Securityholder Shares”) of common stock, par value $0.0001 (“Common Stock”), of the Company, (b) the offer and sale from time to time by the Selling Securityholders of 20,170,990 warrants (the “Resale Warrants”) to acquire shares of Common Stock, (c) the issuance by the Company of 20,170,990 shares of Common Stock (the “Resale Warrant Shares”) issuable upon the exercise of the Resale Warrants and the offer and resale by the Selling Securityholders of the Resale Warrant Shares, (d) the issuance by the Company of 20,125,000 shares of Common Stock (together with the Resale Warrant Shares, the “Warrant Shares”) issuable upon the exercise of certain other warrants of the Company (together with the Resale Warrants, the “Warrants”), and (e) the offer and sale from time to time by the Selling Securityholders of 3,234,000 shares of series 1 preferred stock (the “Series 1 Preferred Shares”), par value $0.0000025, of the Company.

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. For purposes of the opinion set forth in numbered paragraph 3, we have assumed that before the Warrant Shares are issued the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock that the Company is authorized to issue under its certificate of incorporation such that the number of unissued shares of Common Stock authorized under the Company’s certificate of incorporation is less than the number of Warrant Shares.

The opinion set forth below is limited to the Delaware General Corporation Law.

SoFi Technologies, Inc.

June 22, 2021

Page 2

Based on the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:

1.The Selling Securityholder Shares and the Series 1 Preferred Shares have been duly authorized and validly issued and are fully paid and non-assessable.

2.The Resale Warrants constitute valid and binding obligations of the Company.

3.The Warrant Shares, when and if issued upon exercise of the Warrants in accordance with the terms of the Warrants, will have been duly authorized and will be validly issued, fully paid and non-assessable.

The opinions expressed above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.

This opinion letter and the opinions it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

Exhibit 5.2

June 21, 2021

SoFi Technologies, Inc.

234 1st Street

San Francisco, CA 94105

Re: Securities Registered under Registration Statement on Form S-1

I am General Counsel and Secretary of SoFi Technologies, Inc., a Delaware corporation (the “Company”), and Social Finance, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“SoFi”), and have acted as counsel to the Company in connection with the preparation and filing by the Company of the Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed on June 14, 2021 with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates, among other things, to the issuance by the Company and the offer and sale from time to time by the selling securityholders identified therein of up to (i) 27,089,789 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) upon the exercise of certain outstanding stock options (the “Option Shares”) issuable under the Social Finance, Inc. 2011 Stock Plan (the “2011 Plan”), and (ii) 57,713,105 shares of Common Stock upon the settlement of certain outstanding restricted stock units issuable under the 2011 Plan (the “RSU Shares” and, together with the Option Shares, the “Equity Award Shares”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. In rendering the opinion set forth herein, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, the following: (i) the Registration Statement in the form filed under the Act; (ii) the certificate of incorporation of the Company, as in effect as of the date hereof; (iii) the bylaws of the Company, as in effect as of the date hereof; (iv) the records of the corporate proceedings and other actions taken by the Company in connection with the authorization, issuance and sale of the Equity Award Shares, the filing of the Registration Statement and certain related matters; (v) the 2011 Plan; (vi) the certificate of incorporation of SoFi, as in effect as of the date of the authorization and issuance of the stock options and restricted stock units to which the Equity Award Shares relate; (vii) the bylaws of SoFi, as in effect as of the date of the authorization and issuance of the stock options and restricted stock units to which the Equity Award Shares relate; (viii) the records of the corporate proceedings and other actions taken by SoFi in connection with the authorization, issuance and sale of the Equity Shares and certain related matters; and (ix) such other documents as I have deemed necessary or appropriate as a basis for the opinion set forth below.

In rendering these opinions, I have made assumptions customary in opinions of this type.

Based upon and subject to the foregoing, it is my opinion that the Equity Award Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the 2011 Plan, will be validly issued, fully paid and non-assessable.

I am admitted to practice law in the District of Columbia and the Commonwealth of Virginia (Corporate Counsel membership), and I do not express any opinion as to any laws other than the Delaware General Corporation Law. This opinion letter is being delivered by me solely in my capacity as an officer of the Company and under no circumstances shall I be subject to personal liability for the opinions rendered herein. This letter speaks as of the date hereof and I disclaim any obligation to provide you with any subsequent opinion or advice by reason of any future changes or events that may affect or alter any opinion rendered herein.

I hereby consent to the inclusion of this opinion as Exhibit 5.2 to the Registration Statement and to the references to this opinion under the caption “Legal Matters” in the Registration Statement. In giving my consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.


Very truly yours,
/s/ Robert S. Lavet
Robert S. Lavet
General Counsel and Secretary