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Form 10-Q Social Capital Hedosophi For: Mar 31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31,
2021

 

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to

 

Commission File No. 001-39606

 

Social
Capital Hedosophia Holdings Corp. V
(Exact name of registrant as specified in its charter)

 

Cayman Islands   98-1547291

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.) 

 

317 University Ave, Suite 200

Palo Alto, CA 94301

(Address of Principal Executive Offices, including zip code)

 

(650) 521-9007
(Registrant’s telephone number, including area code)

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant
to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)  

Name of each exchange on

which registered

Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant   IPOE.U   New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share   IPOE   New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   IPOE WS   New York Stock Exchange

 

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No ¨

 

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes
x  No ¨

 

Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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
x   Non-accelerated filer x   Smaller reporting company
  x   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 13(a) of the Exchange Act.
¨

 

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes  x
 No
¨

 

As of May 21, 2021,
there were 80,500,000 Class A ordinary shares, $0.0001 par value per share, and 20,125,000 Class B ordinary shares, $0.0001
par value per share, issued and outstanding.

 

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

 

FORM 10-Q FOR THE QUARTER ENDED MARCH 31,
2021

TABLE OF CONTENTS

 

 

 

PART 1 – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

 

March 31,

2021

   

December 31,

2020

 
    (unaudited)        
ASSETS                
Current assets                
Cash   $ 39,940     $ 259,714  
Prepaid expenses     740,375       801,063  
Total Current Assets     780,315       1,060,777  
Marketable securities held in Trust Account     805,037,070       805,017,218  
TOTAL ASSETS   $ 805,817,385     $ 806,077,995  
                 
LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY                
Current liabilities                
Accrued expenses   $ 3,736,794     $ 178,450  
Advance from related party     40,705       5,000  
Promissory note – related party     1,415,000        
Total Current Liabilities     5,192,499       183,450  
Warrant liabilities     154,406,250       99,281,250  
Deferred underwriting fee payable     28,175,000       28,175,000  
TOTAL LIABILITIES     187,773,749       127,639,700  
                 
Commitments                
                 
Temporary Equity                
Class A ordinary shares subject to possible redemption, 61,301,540 and 67,342,389 shares at redemption value at March 31, 2021 and December 31, 2020, respectively     613,043,629       673,438,294  
                 
Permanent Equity                
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding            
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 19,198,460 and 13,157,611 shares issued and outstanding (excluding 61,301,540 and 67,342,389 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively     1,920       1,316  
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 20,125,000 shares issued and outstanding at March 31, 2021 and December 31, 2020     2,013       2,013  
Additional paid-in capital     121,162,126       60,768,065  
Accumulated deficit     (116,166,052 )     (55,771,393 )
Total Permanent Equity     5,000,007       5,000,001  
TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT EQUITY   $ 805,817,385     $ 806,077,995  

 

The accompanying notes are an integral part of
the unaudited condensed financial statements.

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2021

(Unaudited)

 

Formation and operational
costs
  $ 5,289,511  
Loss
from operations
    (5,289,511 )
         
Other income (expense):        
Interest
earned on marketable securities held in Trust Account
    19,852  
Change
in fair value of warrant liabilities
    (55,125,000 )
Other
expense, net
    (55,105,148 )
         
Net
loss
  $ (60,394,659 )
         
Basic and diluted weighted average
shares outstanding, Class A ordinary shares subject to possible redemption
    67,342,389  
Basic and diluted net income
per share, Class A ordinary shares subject to possible redemption
  $ 0.00  
         
Basic and diluted weighted average
shares outstanding, Non-redeemable ordinary shares
    33,282,611  
Basic and diluted net loss
per share, Non-redeemable ordinary shares
  $ (1.82 )

 

The accompanying notes are an integral part of
the unaudited condensed financial statements.

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN TEMPORARY EQUITY AND PERMANENT EQUITY
 

THREE MONTHS ENDED MARCH 31, 2021

(Unaudited)

 

    Class A Ordinary Shares     Class B Ordinary Shares     Additional
Paid-in
    Accumulated     Total
Permanent
    Temporary Equity  
    Shares     Amount     Shares     Amount     Capital     Deficit     Equity     Shares     Amount  
Balance – January 1, 2021     13,157,611     $ 1,316       20,125,000     $ 2,013     $ 60,768,065     $ (55,771,393 )   $ 5,000,001       67,342,389     $ 673,438,294  
Change in value of Class A Ordinary shares subject to possible redemption     6,040,849       604                   60,394,061             60,394,665       (6,040,849 )     (60,394,665 )
Net loss                                   (60,394,659 )     (60,394,659 )            
Balance – March 31, 2021     19,198,460     $ 1,920       20,125,000     $ 2,013     $ 121,162,126     $ (116,166,052 )   $ 5,000,007       61,301,540     $ 613,043,629  

 

The accompanying notes are an integral part of
the unaudited condensed financial statements.

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 

THREE MONTHS ENDED MARCH 31, 2021 

(Unaudited)

 

Cash Flows from Operating Activities:      
Net loss   $ (60,394,659 )
Adjustments to reconcile net loss to net cash used in operating activities:        
Interest earned on marketable securities held in Trust Account     (19,852 )
Change in fair value of warrant liabilities     55,125,000  
Changes in operating assets and liabilities:        
Prepaid expenses     60,688  
Accrued expenses     3,558,344  
Net cash used in operating activities     (1,670,479 )
         
Cash Flows from Financing Activities:        
Advances from related party     40,705  
Repayment of advances from related party     (5,000 )
Proceeds from promissory note – related party     1,415,000  
Net cash provided by financing activities     1,450,705  
         
Net Change in Cash     (219,774 )
Cash – Beginning     259,714  
Cash – Ending   $ 39,940  

 

The accompanying notes are an integral part of
the unaudited condensed financial statements.

 

 

SOCIAL
CAPITAL HEDOSOPHIA HOLDINGS CORP. V
 

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

MARCH 31,
2021
 

(Unaudited)

 

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS

 

Social Capital Hedosophia
Holdings Corp. V (the “Company”) is blank check company incorporated as a Cayman Islands exempted company on July 10,
2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (a “Business Combination”).

 

The Company has one subsidiary,
Plutus Merger Sub Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on December 30, 2020 (“Merger Sub”).

 

As of March 31, 2021,
the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and the
initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business
Combination, and activities in connection with the proposed acquisition of Social Finance, Inc., a Delaware corporation (“SoFi“)
(see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.
The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and
recognizes changes in the fair value of warrant liabilities as other income (expense).

 

The
registration statements for the Company’s Initial Public Offering became effective on October 8, 2020. On October 14,
2020, the Company consummated the Initial Public Offering of 80,500,000 units (the “Units” and, with respect to the Class A
ordinary shares included in the Units sold, the “Public Shares”),
which includes the full exercise by the underwriters
of the over-allotment option to purchase an additional 10,500,000 Units, at $10.00 per Unit, generating gross
proceeds of $805,000,000 which is described in Note 3.

 

Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement
Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to
the Company’s sponsor, SCH Sponsor
V LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds
of $16,000,000, which is described in Note 4.

 

Transaction
costs amounted to $42,659,062, consisting of $14,000,000 of underwriting fees, $28,175,000 of deferred underwriting fees and $484,062
of other offering costs.

 

In
connection with the closing of the Initial Public Offering on October 14, 2020, an amount of $805,000,000 ($10.00 per Unit) from
the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in
a trust account (the “Trust Account”) located in the United States
and invested in U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting
certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion
of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described
below.

 

The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private
Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. The New York Stock Exchange rules require that the Business Combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} 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). The Company will only complete
a Business Combination if the post-Business Combination company owns or acquires 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or more of the issued and outstanding voting securities
of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as
an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business
Combination.

 

The Company will provide
the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public
Shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the
Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of
a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their
shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion
of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its tax obligations. The per-share amount to be distributed to the Public Shareholders who redeem their shares will
not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will
be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

 

 

SOCIAL
CAPITAL HEDOSOPHIA HOLDINGS CORP. V

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

MARCH 31,
2021

(Unaudited)

 

The Company will proceed
with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at
least $5,000,001 following any related share redemptions and, if the Company seeks shareholder approval, it receives an ordinary resolution
under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend
and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder
vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association,
conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file
tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing
a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor
has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering
in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder
vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination.
Additionally, subject to the immediately succeeding paragraph, each Public Shareholder may elect to redeem their Public Shares, without
voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

 

Notwithstanding the foregoing,
if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender
offer rules, 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 Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), will be restricted from redeeming its shares with respect to more than 15{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the Public Shares without the Company’s
prior written consent.

 

The Sponsor has agreed (a) to
waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business
Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial
Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to
modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business
Combination or to redeem 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the Public Shares if the Company does not complete a Business Combination within Combination Period (as
defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination
activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any
such amendment.

 

The Company will have until
October 14, 2022 to consummate a Business Combination. However, if the Company has not completed a Business Combination by October 14,
2022 (as such period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the
“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable,
and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption
will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the
Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account. There will be no redemption rights
or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete
a Business Combination within the Combination Period.

 

In order to protect the amounts
held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party
(other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business
with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00
per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust
Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as
to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims
under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be
unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The
Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities
with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or
to monies held in the Trust Account.

 

Risks and Uncertainties

 

Management continues to evaluate
the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect
on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily
determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 

  

SOCIAL
CAPITAL HEDOSOPHIA HOLDINGS CORP. V
 

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

MARCH 31,
2021
 

(Unaudited)

 

Liquidity and Going Concern

 

As
of March 31, 2021, the Company had $39,940 in its operating bank accounts, $805,037,070 in securities held in the Trust Account to
be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit
of $
4,412,184. As of March 31, 2021, approximately $37,000 of the amount on deposit in the Trust Account represented interest
income.

 

Until the consummation of
a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition
candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to
acquire, and structuring, negotiating and consummating the Business Combination.

 

The Company will need to
raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.
The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any
time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly,
the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to
take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending
the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will
be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial
statements. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or
the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The
accompanying unaudited
condensed consolidated financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions
to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information
or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant
to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and
footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature,
which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

 

The
accompanying unaudited
condensed consolidated financial statements should be read in conjunction with the Company’s Annual
Report as amended on Form 10-K/A for the period ended December 31, 2020 as filed with the SEC on April 22, 2021, which
contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the
audited financial statements presented in the Company’s Annual Report as amended on Form 10-K/A for the period ended December 31,
2020 as filed with the SEC on April 22, 2021. The interim results for the three months ended March 31, 2021 are not necessarily
indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

 

Principles of Consolidation

 

The accompanying consolidated
financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions
have been eliminated in consolidation.

 

Emerging Growth Company

 

The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply
with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.

 

Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.

 

 

SOCIAL
CAPITAL HEDOSOPHIA HOLDINGS CORP. V

NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

MARCH 31,
2021

(Unaudited)

 

Use of Estimates

 

The preparation of the consolidated
financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have
any cash equivalents as of March 31, 2021 and December 31, 2020.

 

Marketable Securities Held in Trust Account

 

At March 31, 2021 and
December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily
in U.S. Treasury Securities.

 

Warrant Liabilities

 

The Company evaluated the
Public Warrants and Private Placement Warrants (collectively, “Warrants”) in accordance with ASC 815-40, “Derivatives
and Hedging — Contracts in Entity’s Own Equity,” and concluded that a provision in the Warrant Agreement related to
certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition
of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities in the condensed consolidated balance
sheets and measured at fair value on the date of the Initial Public Offering and at each reporting date in accordance with ASC 820, “Fair
Value Measurement,” with changes in fair value recognized in the condensed consolidated statement of operations in the period of
change.

 

Class A Ordinary Shares Subject to
Possible Redemption

 

The Company accounts for
its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities
from Equity”. Class A redeemable ordinary shares are classified as temporary equity. Non-redeemable ordinary shares are classified
as permanent equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside
of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject
to possible redemption are presented as temporary equity in the Company’s condensed consolidated balance sheets.

 

Components of Equity

 

Upon the Initial Public Offering,
the Company issued Class A Ordinary shares and Warrants. The Company allocated the proceeds received from the issuance using the
with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value
measurement of $44,156,250 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $42,659,062,
to the Class A Ordinary shares. A portion of the 80,500,000 Class A Ordinary shares are presented within temporary equity, as
certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control.

 

Income Taxes

 

The Company accounts for
income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets
and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and
for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation
allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

 

ASC 740 also clarifies the
accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The
Company is subject to income tax examinations by major taxing authorities since inception.

 

The Company is considered
an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands
or the United States. As such, the Company’s tax provision was zero for the period presented.

 

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)

 

Net Income (Loss) per Ordinary Share

 

Net income (loss) per share
is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period.

 

The Company’s condensed
consolidated statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption
in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary, basic and diluted, for ordinary
shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held
by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since the original issuance.

 

Net income (loss) per ordinary
share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss
on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable
ordinary shares outstanding for the period.

 

Non-redeemable ordinary shares
includes Founder Shares and non-redeemable Class A ordinary shares as these shares do not have any redemption features. Non-redeemable
ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

 

The following table reflects
the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

 

   

Three Months
Ended

March 31, 2021

 
Ordinary Shares subject to possible redemption        
Numerator: Earnings allocable to Ordinary shares subject to possible redemption        
Interest earned on marketable securities held in Trust Account   $ 15,117  
Net income allocable to Class A ordinary shares subject to possible redemption   $ 15,117  
Denominator: Weighted Average Class A Ordinary shares subject to possible redemption        
Basic and diluted weighted average shares outstanding     67,342,389  
Basic and diluted net income per share   $ 0.00  
Non-Redeemable Ordinary Shares        
Numerator: Earnings allocable to non-redeemable ordinary shares        
Net loss   $ (60,394,659 )
Less: Net income allocable to Class A ordinary shares subject to possible redemption     (15,117 )
Non-redeemable net loss   $ (60,409,776 )
Denominator: Weighted Average Non-redeemable ordinary shares        
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares     33,282,611  
Basic and diluted net loss per share, Non-redeemable ordinary shares   $ (1.82 )

 

Concentration of Credit Risk

 

Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times
may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account and management
believes the Company is not exposed to significant risks on such account.

 

Fair Value of Financial Instruments

 

The Company follows the guidance
in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported
at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least
annually.

 

The fair value of the Company’s
financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with
the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants
at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the
use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)

 

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
   
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
   
Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 

See Note 9 for additional information on assets
and liabilities measured at fair value.

 

Recent Accounting Standards

 

In August 2020, the
Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —
Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic
815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models
that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative
scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces
additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early
adoption permitted beginning on January 1, 2021. The Company early adopted ASU 2020-06 on January 1, 2021. The adoption of ASU
2020-06 did not have an impact on the Company’s financial statements.

 

Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the accompanying
condensed consolidated financial statements.

 

NOTE 3. INITIAL PUBLIC OFFERING

 

Pursuant to the Initial Public
Offering, the Company sold 80,500,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional
10,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth of one
redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary
share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 8).

 

NOTE 4. PRIVATE PLACEMENT

 

Simultaneously with the closing
of the Initial Public Offering, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $2.00 per Private
Placement Warrant, for an aggregate purchase price of $16,000,000. Each Private Placement Warrant is exercisable for one Class A
ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the sale of the Private
Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete
a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account
will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants
will expire worthless.

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On July 10, 2020, the
Company issued one ordinary share to the Sponsor for no consideration. On July 16, 2020, the Company cancelled the one share issued
in July 2020 and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000. On September 17,
2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 18,687,500 Founder Shares. On October 8,
2020, the Company effected another share capitalization resulting in the Company’s initial shareholders holding an aggregate of
20,125,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalizations. The
Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business
Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 7.

 

The Founder Shares included
an aggregate of up to 2,625,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment
option was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the Company’s
issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully
exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)

 

The Sponsor has agreed, subject
to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received
upon conversion thereof (together, “Founder Shares”) until the earlier of: (A) one year after the completion of a Business
Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares
equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, consolidations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business
Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or
other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property.

 

Administrative Support Agreement

 

The
Company entered into an agreement whereby, commencing on October 14, 2020, the Company will pay an affiliate of the Sponsor up to
$10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation,
the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company incurred $30,000 in fees
for these services. As of March 31, 2021
and December 31, 2020, there was $55,000 and $25,000 of such fees, respectively,
included in accrued expenses in the accompanying condensed consolidated balance sheets.

 

Advance from Related Party

 

During the three months ended
March 31, 2021, the Sponsor paid for certain costs on behalf of the Company. The advances are non-interest bearing and due on demand.
At March 31, 2021, advances amounting to $40,705 were outstanding.

 

Promissory Note — Related
Party

 

On July 16, 2020, the
Company issued an unsecured promissory note to the Sponsor (the “IPO Promissory Note”), pursuant to which the Company borrowed
an aggregate principal amount of $300,000. The IPO Promissory Note was non-interest bearing and payable on the earlier of (i) June 30,
2021 and (ii) the completion of the Initial Public Offering. The IPO Promissory Note was amended and restated on September 17,
2020 solely to increase the amount that could be borrowed to an aggregate principal amount of $400,000. The outstanding balance under
the IPO Promissory Note of $400,000 was repaid at the closing of the Initial Public Offering on October 14, 2020.

 

On January 11, 2021,
the Company issued a promissory note with the Sponsor for an aggregate amount of up to $2,500,000 (the “Promissory Note”).
The Promissory Note is non-interest bearing and is due and payable in full on the earlier of (i) October 14, 2022 and (ii) the
effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving
the maker and one or more businesses. As of March 31, 2021, there was $1,415,000 outstanding under the Promissory Note.

 

Related Party Loans

 

In order to finance transaction
costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working
Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest,
or, at the lender’s discretion, up to $2,500,000 of notes may be converted upon completion of a Business Combination into warrants
at a price of $2.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans.

 

Restricted Stock Units

 

On November 13, 2020,
the Company entered into a Director Restricted Stock Unit Award Agreement (the “Director Restricted Stock Unit Award Agreement”),
between the Company and Jennifer Dulski, a member of the Company’s board of directors, providing for the grant of 100,000 restricted stock
units (“RSUs”) to Ms. Dulski, which grant is contingent on both the consummation of a Business Combination with the Company
and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 100,000 Class A
ordinary shares of the Company that will settle on a date selected by the Company in the year following the year in which such consummation
occurs.

 

 

SOCIAL
CAPITAL HEDOSOPHIA HOLDINGS CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021
(Unaudited)

 

NOTE 6. COMMITMENTS

 

Registration Rights

 

Pursuant to a registration
rights agreement entered into on October 8, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants
that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private
Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be
entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only
after conversion to the Company’s Class A ordinary shares). The holders of these securities will be entitled to make up to
three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain
“piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business
Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.
However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause
any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The underwriter is entitled
to a deferred fee of $0.35 per Unit, or $28,175,000 in the aggregate. The deferred fee will become payable to the underwriter from the
amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting
agreement.

 

Financial Advisory Fee

 

The underwriters agreed to
reimburse the Company for an amount equal to (1) 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the non-deferred underwriting commission payable to the underwriter, of which
$1,400,000 was paid to Connaught (UK) Limited (“Connaught”) upon the closing of the Initial Public Offering, and (2) 20{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
of the deferred underwriting commission payable to the underwriter, of which $5,635,000 will be paid to Connaught upon the closing of
the Business Combination.

 

SoFi Business Combination

 

On January 7, 2021,
the Company entered into an Agreement and Plan of Merger (as amended on March 16, 2021, the “Merger Agreement”) with
Plutus Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Social
Finance, Inc., a Delaware corporation (“SoFi”).

 

The Merger Agreement provides
that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with
the other agreements and transactions contemplated by the Merger Agreement, the “SoFi Business Combination”): (i) prior
to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the Company will domesticate as a
Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”),
and the Cayman Islands Companies Law (2020 Revision) (the “Domestication”), (ii) at the Closing, upon the terms and subject
to the conditions of the Merger Agreement, in accordance with the DGCL, Merger Sub will merge with and into SoFi, with SoFi continuing
as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”), (iii) upon consummation of
the Merger, and subject to the adjustments provided in the Merger Agreement, all of the common stock and preferred stock of SoFi, excluding
the Company Redeemable Preferred Stock (as defined in the Merger Agreement), which will convert into Acquiror Series 1 Preferred
Stock (as defined in the Merger Agreement), will be converted into the right to receive an aggregate number of shares of common stock,
par value $0.0001 per share, of the Company (after the Domestication) (“SCH Common Stock”) equal to the quotient obtained
by dividing (x) $6,569,840,376 by (y) $10.00 and (iv) upon the consummation of the Merger, the Company will be renamed
“SoFi Technologies, Inc.” The Closing is subject to the satisfaction or waiver of certain closing conditions contained
in the Merger Agreement, including the approval of the Company’s shareholders.

 

On January 7, 2021,
concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively,
the “PIPE Investors”), pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors have collectively
subscribed for 122.5 million shares of SCH Common Stock for an aggregate purchase price equal to $1,225.0 million (the “PIPE Investment”),
a portion of which is expected to be funded by one or more affiliates of the Sponsor. The PIPE Investment will be consummated substantially
concurrently with the Closing, subject to the terms and conditions contemplated by the Subscription Agreements.

 

On March 16, 2021, (i) the
Company, SoFi and Merger Sub entered into the First Amendment to Agreement and Plan of Merger which amends the Merger Agreement and (ii) the
Company, the Sponsor and SoFi entered into the First Amendment to Sponsor Support Agreement to reflect that the securities of the combined
company are expected to trade on The Nasdaq Stock Market LLC instead of the New York Stock Exchange following the consummation of the
SoFi Business Combination. In addition, SoFi, the Company and the applicable shareholders of SoFi have agreed to make conforming changes
to the form of shareholders’ agreement contemplated by the Merger Agreement to be entered into at the closing of the Business Combination
with SoFi.

 

The consummation of the proposed
SoFi Business Combination is subject to certain conditions as further described in the Merger Agreement.

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2021

(Unaudited)

 

In connection with the proposed
SoFi Business Combination, certain purported shareholders of the Company have filed lawsuits, including those described below, and other
shareholders have threatened to file lawsuits alleging breaches of fiduciary duty and violations of the disclosure requirements of the
Exchange Act. The Company believes that these allegations are without merit. These cases are in the early stages and the Company is unable
to reasonably determine the outcome or estimate any potential losses, and, as such, has not recorded a loss contingency.

 

Legal Proceedings

 

On January 28, 2021,
Tim Holtom (“Holtom”), a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York,
County of New York, captioned Tim Holtom v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650647/2021, against the Company
and the members of its board of directors (the “Holtom Complaint”). The Holtom Complaint asserts a breach of fiduciary duty
claim against the individual defendants and an aiding and abetting claim against the Company. The Holtom Complaint alleges, among other
things, that (i) the merger consideration is unfair, and (ii) the registration statement on Form S-4 filed with the SEC
on January 11, 2021 regarding the proposed transaction involving SoFi (the “Registration Statement”) is materially misleading
and incomplete. The Holtom Complaint seeks, among other things, to enjoin the proposed Business Combination, rescind the transaction or
award rescissory damages to the extent it is consummated, and an award of attorneys’ fees and expenses.

 

On January 29, 2021,
Ryan Heitt (“Heitt”), a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York,
County of New York, captioned Ryan Heitt v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650685/2021 against the members
of its board of directors, Merger Sub and SoFi (the “Heitt Complaint”). The Heitt Complaint asserts a breach of fiduciary
duty claim against the individual defendants and an aiding and abetting claim against the Company, Merger Sub and SoFi. The Heitt
Complaint alleges, among other things, that the Registration Statement is materially misleading and incomplete. The Heitt Complaint seeks,
among other things, to enjoin the proposed Business Combination, rescind the transaction or award rescissory damages to the extent it
is consummated, and an award of attorneys’ fees and expenses.

 

On February 3, 2021,
counsel to Holtom and Heitt sent a joint letter to the Company’s counsel (the “Joint Demand”), alleging that they “have
identified several disclosure deficiencies” in the Registration Statement, and demanding that the Company issue corrective disclosures
with regard to certain enumerated items. The Joint Demand asserts that a failure to issue the requested disclosures will expose the Company
and its board of directors to liability.

 

The parties resolved the allegations made by Holtom and Heitt and notices
of discontinuance of the lawsuits commenced by Holtom and Heitt have been filed..

 

On February 15, 2021,
Brian Levy, a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of Nassau, captioned
Brian Levy v. Jennifer Dulski, et al., case number 601778/2021, against the members of the Company’s board of directors, SoFi, Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC (the “Levy Complaint”). The lawsuit
was filed by Levy individually, and derivatively on behalf of nominal defendant the Company. The Levy Complaint alleges, among other things,
that (i) the merger consideration is unfair, and (ii) the Registration Statement is materially misleading and incomplete. The
Levy Complaint asserts: (i) a derivative claim for breach of fiduciary duty against the individual defendants; (ii) a derivative
claim for causing the Company to fail to disclose material information against the individual defendants; (iii) a derivative claim
for aiding and abetting the breaches of fiduciary duties against SoFi, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC
and Goldman Sachs & Co. LLC; (iv) an individual claim for negligent misrepresentation and concealment against all defendants;
and (v) an individual claim for fraudulent misrepresentation and concealment against all defendants. The Levy Complaint seeks, among
other things, to enjoin the proposed Business Combination, an award of compensatory and/or recessionary damages, and an award of attorneys’
fees and expenses.

 

The parties resolved the
allegations made by Levy, and a Stipulation and Order dismissing the lawsuit filed by Levy was signed by the Court on April 19, 2021.

 

NOTE 7. PERMANENT EQUITY AND TEMPORARY EQUITY

 

Preferred
Shares
  —   The Company is authorized to issue 5,000,000 preference shares with a par
value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting
and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover
effects. At March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

 

Class A
Ordinary Shares
  —   The Company is authorized to issue 500,000,000 Class A ordinary
shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31,
2021, there were 19,198,460 Class A ordinary shares issued and outstanding, excluding 61,301,540 Class A ordinary shares subject
to possible redemption. At December 31, 2020, there were 13,157,611 Class A ordinary shares issued and outstanding, excluding
67,342,389 Class A ordinary shares subject to possible redemption.

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

 

Class B
Ordinary Shares
  —  The Company is authorized to issue 50,000,000 Class B ordinary
shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At
March 31, 2021 and December 31, 2020, there was 20,125,000 Class B ordinary shares issued and outstanding.

 

Only holders of the Class B
ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary
shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s
shareholders except as otherwise required by law.

 

The Class B ordinary
shares will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier
at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares,
or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to
the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted
(subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable
upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the sum of the ordinary shares issued
and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities
issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities
issued, or to be issued, to any seller in a Business Combination.

 

Restricted
Stock Units
 — On November 13, 2020, the Company entered into a Director Restricted Stock Unit Award Agreement
(the “Director Restricted Stock Unit Award Agreement”), between the Company and a member of the Company’s board of directors,
providing for the grant of 100,000 restricted stock units (“RSUs”), which grant is contingent on both the consummation of a
Business Combination with the Company and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business
Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date selected by the Company in the
year following the year in which such consummation occurs.

 

NOTE 8. WARRANTS

 

Public Warrants may only
be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants
will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the
closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier
upon redemption or liquidation.

 

The Company will not be obligated
to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public
Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable
upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying
its obligations with respect to registration or a valid exemption from registration is available. No Public Warrant will be exercisable
for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public
Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the
exercising holder, or an exemption from registration is available.

 

The Company has agreed that
as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially
reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same
to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of
the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant,
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects,
the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

 

Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00
. Once the Public Warrants become
exercisable, the Company may redeem the Public Warrants:

 

  in whole and not in part;

 

  at a price of $0.01 per Public Warrant;

 

  upon not less than 30 days’ prior written notice of redemption to each warrant holder and

 

  if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

 

Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00
. Once the Public Warrants become
exercisable, the Company may redeem the Public Warrants:

 

  in whole and not in part;

 

  at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares;

 

  if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and

 

  if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

 

If and when the Public Warrants
become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying
securities for sale under all applicable state securities laws.

 

The exercise price and number
of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a
share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below,
the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event
will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within
the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any
of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside
of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

 

In addition, if (x) the
Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a
Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price
or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance
to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more
than 60{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion
of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to
the nearest cent) to be equal to 115{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption
trigger prices described above will be adjusted (to the nearest cent) to be equal to 180{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the higher of the Market Value and the Newly
Issued Price and the $10.00 per share redemption trigger prices described will be adjusted (to the nearest cent) to be equal to the higher
of the Market Value and the Newly Issued Price.

 

The Private Placement Warrants
are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants
and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable
or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private
Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held
by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial
purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders
on the same basis as the Public Warrants.

 

NOTE 9. FAIR VALUE MEASUREMENTS

 

The following table presents
information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021
and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair
value:

 

Description   Level   March 31,
2021
    December 31,
2020
 
Assets:                    
Marketable securities held in Trust Account(1)   1   $ 805,037,070     $ 805,017,218  
Liabilities:                    
Private Placement Warrants(2)   2   $ 43,920,000     $ 28,240,000  
Public Warrants(2)   1     110,486,250       71,041,250  

 

 

(1) The
fair value of the marketable securities held in Trust account approximates the carrying amount primarily due to their short-term nature.

 

(2) Measured
at fair value on a recurring basis.

 

 

SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V

NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

 

Warrants

 

The Warrants are accounted
for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed consolidated balance sheets.
The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within
change in fair value of warrant liabilities in the condensed consolidated statement of operations.

 

The Warrants are measured
at fair value on a recurring basis. The measurement of the Public Warrants is classified as Level 1 due to the use of an observable market
quote in an active market under the ticker IPOE.WS. As the transfer of Private Placement Warrants to anyone outside of a small group of
individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public
Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with
an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level
2.

 

NOTE 10. SUBSEQUENT EVENTS

 

The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements
were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the condensed consolidated financial statements.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

References in this report (the “Quarterly
Report”) to “we,” “us” or the “Company” refer to Social Capital Hedosophia Holdings Corp. V.
References to our “management” or our “management team” refer to our officers and directors, and references to
the “Sponsor” refer to SCH Sponsor V LLC. The following discussion and analysis of the Company’s financial condition
and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this
Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that
involve risks and uncertainties.

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical
facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s
financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.
Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and variations thereof and similar words and expressions are intended
to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect
management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information
identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section of the Company’s Annual Report as amended on Form 10-K/A filed with the SEC on April 22,
2021. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as
expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.

 

Overview

 

We are a blank check company incorporated in the
Cayman Islands on July 10, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash
derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination
of cash, shares and debt.

 

We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

 

Recent Developments

 

On January 7, 2021, we entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Plutus Merger Sub Inc., a Delaware corporation and our direct wholly owned
subsidiary, and Social Finance, Inc., a Delaware corporation (“SoFi”).

 

The Merger Agreement provides that, among other
things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements
and transactions contemplated by the Merger Agreement, the “SoFi Business Combination”): (i) prior to the closing of
the transactions contemplated by the Merger Agreement (the “Closing”), we will domesticate as a Delaware corporation in accordance
with Section 388 of the Delaware General Corporation Law, as amended (the “DGCL”), and the Cayman Islands Companies Law
(2020 Revision) (the “Domestication”), (ii) at the Closing, upon the terms and subject to the conditions of the Merger
Agreement, in accordance with the DGCL, Merger Sub will merge with and into SoFi, with SoFi continuing as the surviving corporation and
our wholly owned subsidiary (the “Merger”), (iii) upon consummation of the Merger, and subject to the adjustments provided
in the Merger Agreement, all of the common stock and preferred stock of SoFi, excluding the Company Redeemable Preferred Stock (as defined
in the Merger Agreement), which will convert into Acquiror Series 1 Preferred Stock (as defined in the Merger Agreement), will be
converted into the right to receive an aggregate number of shares of our common stock (after the Domestication), par value $0.0001 per
share (“SCH Common Stock”), equal to the quotient obtained by dividing (x) $6,569,840,376 by (y) $10.00 and (iv) upon
the consummation of the Merger, we will be renamed “SoFi Technologies, Inc.” The Closing is subject to the satisfaction
or waiver of certain closing conditions contained in the Merger Agreement, including the approval of our shareholders.

 

On January 7, 2021, concurrently with the
execution of the Merger Agreement, we entered into subscription agreements with certain investors (collectively, the “PIPE Investors”),
pursuant to which, on the terms and subject to the conditions therein, the PIPE Investors have collectively subscribed for 122.5 million
shares of SCH Common Stock for an aggregate purchase price equal to $1,225.0 million (the “PIPE Investment”), a portion of
which is expected to be funded by one or more affiliates of the Sponsor. The PIPE Investment will be consummated substantially concurrently
with the Closing.

 

The consummation of the proposed SoFi Business
Combination is subject to certain conditions as further described in the Merger Agreement.

 

For more information about the Merger Agreement
and the proposed SoFi Business Combination, see our Current Report on Form 8-K filed with the SEC on January 7, 2021, as amended
on January 12, 2021, and the SoFi Disclosure Statement that we have filed with the SEC. Unless specifically stated, this Annual Report
does not give effect to the proposed SoFi Business Combination and does not contain the risks associated with the proposed SoFi Business
Combination. Such risks and effects relating to the proposed SoFi Business Combination are included in the SoFi Disclosure Statement.

 

 

Results of Operations

 

We have neither engaged in any operations nor
generated any operating revenues to date. Our only activities from inception through March 31, 2021 were organizational activities
and those necessary to prepare for the Initial Public Offering, identifying a target for our Business Combination, activities in connection
with the proposed acquisition of SoFi. We do not expect to generate any operating revenues until after the completion of our initial Business
Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due
diligence expenses in connection with searching for, and completing, a Business Combination. Additionally, we recognize non-cash gains
and losses within other income (expense) related to changes in recurring fair value measurement of our warrant liabilities at each reporting
period.

 

For the three months ended March 31, 2021,
we had a net loss of $60,394,659, which consists of changes in fair value of warrant liabilities of $55,125,000 and operating costs of
$5,289,511, offset by interest income on marketable securities held in the Trust Account of $19,852.

 

Liquidity and Capital Resources

 

On October 14, 2020, we consummated the Initial
Public Offering of 80,500,000 Units, inclusive of the underwriters’ election to fully exercise their option to purchase an additional
10,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $805,000,000. Simultaneously with the closing of the Initial
Public Offering, we consummated the sale of 8,000,000 Private Placement Warrants to the Sponsor at a price of $2.00 per Private Placement
Warrant generating gross proceeds of $16,000,000.

 

Following the Initial Public Offering, the exercise
of the over-allotment option in full and the sale of the Private Placement Warrants, a total of $805,000,000 was placed in the Trust Account.
We incurred $42,659,062 in transaction costs, including $14,000,000 of underwriting fees, $28,175,000 of deferred underwriting fees and
$484,062 of other offering costs.

 

For the three months ended March 31, 2021,
net cash used in operating activities was $1,670,479. Net loss of $60,394,659 was impacted by the change in fair value of warrant liabilities
of $55,125,000 and interest earned on marketable securities held in the Trust Account of $19,852. Changes in operating assets and liabilities
provided $3,619,032 of cash from operating activities.

 

At March 31, 2021, we had investments held
in the Trust Account of $805,037,070. We intend to use substantially all of the funds held in the Trust Account, including any amounts
representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination.
We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or
in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working
capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 

At March 31, 2021, we had cash of $39,940
held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target
businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations
of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective
target businesses, structure, negotiate and complete a Business Combination.

 

In order to fund working capital deficiencies
or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such
loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may
use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account
would be used for such repayment. Up to $2,500,000 of such loans may be convertible into warrants, at a price of $2.00 per warrant, at
the option of the lender. The warrants would be identical to the Private Placement Warrants.

 

We
will need to raise additional capital through loans or additional investments from our sponsors, or an affiliate of our Sponsor, officers,
directors, or third parties. Our sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount
they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional
financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could
include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead
expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These
conditions raise substantial doubt about our ability to continue as a going concern through October 14, 2022, the date that we will
be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These
condensed
consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification
of the liabilities that might be necessary should we be unable to continue as a going concern.

 

Off-Balance Sheet Financing Arrangements

 

We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of
March 31, 2021. We do
not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as
variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have
not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments
of other entities, or purchased any non-financial assets.

 

 

 

Contractual
Obligations

 

We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly
fee of $10,000 for office space, administrative and support services, provided to the Company. We began incurring these fees on October 14,
2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s
liquidation.

 

The underwriters are entitled to a deferred fee
of $0.35 per unit, or $28,175,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in
the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

 

Critical Accounting Policies

 

The preparation of condensed financial statements
and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially
differ from those estimates. We have identified the following critical accounting policies:

 

Warrant Liabilities

 

We account for the warrants issued in connection
with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, “Derivatives and
Hedging—Contracts in Entity’s Own Equity” (“ASC 815”), under which the warrants do not meet the criteria
for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in
ASC 815, the Warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement,
with changes in fair value recognized in the Statement of Operations in the period of change.

 

Class A Ordinary Shares Subject to Possible
Redemption

 

We account for our Class A ordinary shares
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured
at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified
as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain
redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly,
Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’
equity section of our condensed balance sheets.

 

Net Loss Per Ordinary Share

 

We apply the two-class method in calculating earnings
per share. Net income (loss) per common share, basic and diluted for Class A ordinary shares subject to possible redemption is calculated
by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares
of Class A ordinary shares subject to possible redemption outstanding for the period. Net income (loss) per ordinary, basic and diluted
for and non-redeemable common stock is calculated by dividing net loss less income attributable to Ordinary shares subject to possible
redemption, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the period presented.

 

Recent Accounting Standards

 

In August 2020, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU
2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation
of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance
pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures
for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU
2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted
beginning on January 1, 2021. We early adopted ASU 2020-06 on January 1,2021. The adoption of ASU 2020-06 did not have an impact
on our financial statements.

 

Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 

We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rules 13a-15 and 15d-15 under
the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of March 31, 2021. Based upon their evaluation, and in light of the material
weakness in internal controls described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls
and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective. Due solely to
the events that led to the restatement of our financial statements, management identified a material weakness in internal controls related
to the accounting for warrants issued in connection with our initial public offering, as described in Note 2 to the Notes to Consolidated
Financial Statements entitled “Restatement of Previously Issued Financial Statements” our Annual Report as amended on Form
10-K/A filed with the SEC on April 22, 2021.

 

Changes in Internal Control Over Financial
Reporting

 

During
the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting
, as the circumstances that
led to the restatement of our financial statements described in our Annual Report as amended on Form 10-K/A filed with the SEC on April
22, 2021 had not yet been identified.

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We are from time to time subject to various claims, lawsuits and other
proceedings arising in the ordinary course. We do not consider any such claims, lawsuits or proceedings that are currently pending, individually
or in the aggregate, to be material to us or likely to result in a material adverse effect on our future operating results, financial
condition or cash flows.

 

ITEM 1A. RISK FACTORS.

 

Factors that could cause our actual results to
differ materially from those in this Quarterly Report are any of the risks described in our Annual Report as amended on Form 10-K/A
filed with the SEC on April 22, 2021. Any of these factors could result in a significant or material adverse effect on our results
of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also
impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk
factors disclosed in our Annual Report as amended on Form 10-K/A filed with the SEC on April 22, 2021. We may disclose changes
to such factors or disclose additional factors from time to time in our future filings with the SEC.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.

 

On October 14, 2020, we consummated our Initial
Public Offering of 80,500,000 Units, inclusive of 10,500,000 Units sold to the underwriters upon the election to fully exercise their
over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $805,000,000. Each Unit consists of one Class A
ordinary share of the Company, par value $0.0001 per share, and one-fourth of one redeemable warrant of the Company. Each whole warrant
entitles the holder thereof to purchase one Class A ordinary share Ordinary Share for $11.50 per share, subject to adjustment. Credit
Suisse acted as the sole book-running manager. The securities sold in the offering were registered under the Securities Act on registration
statements on Form S-1 (No. 333-248915 and 333-249396). The registration statements became effective on October 8, 2020.

 

Simultaneously with the consummation of the Initial
Public Offering, and the exercise of the over-allotment option in full and the sale of the Private Placement Warrants, we consummated
a private placement of 8,000,000 Private Placement Warrants to our Sponsor at a price of $2.00 per Private Placement Warrant, generating
total proceeds of $16,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act.

 

The Private Placement Warrants are identical to
the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted
transferees: (1) they will not be redeemable by us (except in certain redemption scenarios when the price per Class A ordinary
share equals or exceeds $10.00 (as adjusted)); (2) they (including the Class A ordinary shares issuable upon exercise of these
warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion
of our Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A
ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

 

Of the gross proceeds received from the Initial
Public Offering and the full exercise of the option to purchase additional Units, $805,000,000 was placed in the Trust Account.

 

We paid a total of $14,000,000 in underwriting
discounts and commissions and $484,062 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters
agreed to defer $28,175,000 in underwriting discounts and commissions.

 

For a description of the use of the proceeds generated
in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

The following exhibits are filed as part of, or
incorporated by reference into, this Quarterly Report on Form 10-Q.

 

No.   Description of Exhibit
2.1(1)   Agreement and Plan of Merger, dated as of January 7, 2021, by and among the Registrant, Plutus Merger Sub Inc. and Social Finance, Inc.
2.2(2)   Plan of Domestication dated as of February 7, 2021
2.3(3)   Amendment to Agreement and Plan of Merger, dated as of March 16, 2021, by and among the Registrant, Plutus Merger Sub Inc. and Social Finance, Inc.
3.1(4)   Amended and Restated Memorandum and Articles of Association of the Registrant
10.1(5)   Sponsor Support Agreement, dated as of January 7, 2021, by and among SCH Sponsor V LLC, the Registrant, each director of the Registrant and SoFi Technologies, Inc.
10.2(6)   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
10.3(7)   Form of Subscription Agreement, by and between the Registrant and the undersigned subscriber party thereto (included as Annex D to the proxy statement/prospectus)
10.4(8)   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 (included as Annex H to the proxy statement/prospectus)
10.5(9)   Promissory Note, dated January 11, 2021, issued to SCH Sponsor V LLC
10.6(10)   Amendment to Sponsor Support Agreement, dated as of March 16, 2021, by and among SCH Sponsor V LLC, the Registrant, each director of the Registrant and SoFi Technologies, Inc.
31.1*   Certification of Principal
Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Principal Financial
Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1**   Certification of Principal Executive
Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**   Certification of Principal Financial
Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*   XBRL Instance Document
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*   XBRL Taxonomy Extension Schema Document
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith.
** Furnished.
(1) Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K/A filed on January 12, 2021.
(2) Incorporated by reference to Exhibit 2.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 filed on February 10, 2021.
(3) Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 16, 2021.
(4) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 14, 2020.
(5) Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K/A filed on January 12, 2021.
(6) Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K/A filed on January 12, 2021.
(7) Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on January 12, 2021.
(8) Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K/A filed on January 12, 2021.
(9) Incorporated by reference to Exhibit 10.22 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 filed on February 10, 2021.
(10) Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 16, 2021.

 

 

SIGNATURES

 

Pursuant to the requirements of Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V
     
Date:  May 24, 2021   /s/ Chamath Palihapitiya
  Name: Chamath Palihapitiya
  Title: Chief Executive Officer
    (Principal Executive Officer)
     
Date:  May 24, 2021   /s/ Steven Trieu
  Name: Steven Trieu
  Title: Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Chamath Palihapitiya, certify that:

 

  1. I have reviewed this Quarterly Report on Form 10-Q of Social Capital Hedosophia Holdings Corp. V;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 24, 2021 By: /s/ Chamath Palihapitiya
    Chamath Palihapitiya
    Chief Executive Officer
    (Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Steven Trieu, certify that:

 

  1. I have reviewed this Quarterly Report on Form 10-Q of Social Capital Hedosophia Holdings Corp. V;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 24, 2021 By: /s/ Steven Trieu
    Steven Trieu
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350, 

AS ADDED BY 

SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002

 

In connection with the Quarterly Report of Social
Capital Hedosophia Holdings Corp. V (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2021,
as filed with the Securities and Exchange Commission (the “Report”), I, Chamath Palihapitiya, Chief Executive Officer
of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

 

Date: May 24, 2021 By: /s/ Chamath Palihapitiya
    Chamath Palihapitiya
    Chief Executive Officer
    (Principal Executive Officer)

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350, 

AS ADDED BY 

SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002

 

In connection with the Quarterly Report of Social
Capital Hedosophia Holdings Corp. V (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2021,
as filed with the Securities and Exchange Commission (the “Report”), I, Steven Trieu, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

 

Date: May 24, 2021 By: /s/ Steven Trieu
    Steven Trieu
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

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