United States securities and exchange commission logo
February 22, 2021
Chamath Palihapitiya
Chief Executive Officer
Social Capital Hedosophia Holdings Corp. V
317 University Ave, Suite 200
Palo Alto, CA 94301
Re: Social Capital
Hedosophia Holdings Corp. V
Amendment No. 1 to
Registration
Statement on Form S-4
Filed February 10,
2021
File No. 333-252009
Dear Mr. Palihapitiya:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 5, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers for Shareholders of SCH
What are the key terms of the SoFi Technologies Series 1 Preferred
Stock, page xvi
1. Refer to your response
to comment 2. Please reconcile your disclosure that each holder of
the SoFi Technologies
Series 1 Preferred Stock is entitled to vote on each matter
submitted to a vote of
holders of SoFi Technologies common stock at one vote per share
with your disclosure
that the holders of SoFi Technologies Series 1 Preferred Stock have
no voting power and no
right to vote on any matter except as expressly provided by the
Proposed Certificate of
Incorporation or to the extent required by the DGCL. In addition,
please disclose the
amount of accrued but unpaid dividends that the holders of SoFi
Chamath Palihapitiya
Social Capital Hedosophia Holdings Corp. V
February 22, 2021
Page 2
Technologies Series 1 Preferred Stock will receive upon the closing of
the Business
Combination.
Summary of the Proxy Statement/Prospectus
Related Agreements
Shareholders' Agreement, page 7
2. Refer to your response to comment 7. Please disclose the percentage of
the combined
beneficial ownership that SoftBank Investors, Renren SF Holdings Inc. and
their affiliates
will hold following the Business Combination and the Repurchase.
Information about SoFi
SoFi Invest, page 207
3. Please revise here, or elsewhere as appropriate, to address how the
current and any future
brokerage and cryptocurrency activities within SoFi Invest will be
impacted as a result of
the January 2021 Apex transaction.
You may contact Marc Thomas at 202-551-3452 or Cara Lubit at
202-551-5909 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at
202-551-3217 with any
other questions.
Sincerely,
FirstName LastNameChamath Palihapitiya
Division of Corporation
Finance
Comapany NameSocial Capital Hedosophia Holdings Corp. V
Office of Finance
February 22, 2021 Page 2
cc: Howard L. Ellin
FirstName LastName