Pre-Effective Amendment to Registration Statement – Securities for a Merger — Form S-4 — SA’33 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 6.32M
- Securities for a Merger
2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 35K
Liquidation or Succession
3: EX-4.6 Instrument Defining the Rights of Security Holders HTML 28K
4: EX-4.7 Instrument Defining the Rights of Security Holders HTML 22K
5: EX-5.1 Opinion of Counsel re: Legality HTML 47K
6: EX-8.1 Opinion of Counsel re: Tax Matters HTML 31K
7: EX-10.22 Material Contract HTML 39K
8: EX-23.1 Consent of Expert or Counsel HTML 19K
9: EX-23.2 Consent of Expert or Counsel HTML 18K
10: EX-99.1 Miscellaneous Exhibit HTML 47K
17: R1 Document and Entity Information HTML 37K
18: R2 Balance Sheet HTML 88K
19: R3 Balance Sheet (Parenthetical) HTML 43K
20: R4 Statement of Operations HTML 35K
21: R5 Statement of Operations (Parenthetical) HTML 22K
22: R6 Statement of Changes in Shareholders' Equity HTML 54K
(Deficit)
23: R7 Statement of Changes in Shareholders' Equity HTML 21K
(Deficit) (Parenthetical)
24: R8 Statement of Cash Flows HTML 75K
25: R9 Condensed Balance Sheet HTML 90K
26: R10 Condensed Balance Sheet (Parenthetical) HTML 43K
27: R11 Condensed Statement of Operations HTML 35K
28: R12 Condensed Statement of Operations (Parenthetical) HTML 22K
29: R13 Condensed Statement of Changes in Shareholders' HTML 54K
Equity (Deficit)
30: R14 Condensed Statement of Changes in Shareholders' HTML 26K
Equity (Deficit) (Parenthetical)
31: R15 Condensed Statement of Cash Flows HTML 75K
32: R16 Description of Organization and Business HTML 51K
Operations
33: R17 Description of Organization and Business HTML 51K
Operations
34: R18 Summary of Significant Accounting Policies HTML 49K
35: R19 Summary of Significant Accounting Policies HTML 49K
36: R20 Initial Public Offering HTML 22K
37: R21 Initial Public Offering HTML 22K
38: R22 Private Placement HTML 23K
39: R23 Private Placement HTML 23K
40: R24 Related Party Transactions HTML 36K
41: R25 Related Party Transactions HTML 36K
42: R26 Commitments HTML 29K
43: R27 Commitments HTML 29K
44: R28 Shareholders' Equity HTML 55K
45: R29 Shareholders' Equity HTML 55K
46: R30 Subsequent Events HTML 30K
47: R31 Subsequent Events HTML 30K
48: R32 Summary of Significant Accounting Policies HTML 72K
(Policies)
49: R33 Summary of Significant Accounting Policies HTML 72K
(Policies)
50: R34 Description of Organization and Business HTML 78K
Operations (Details)
51: R35 Description of Organization and Business HTML 78K
Operations (Details)
52: R36 Summary of Significant Accounting Policies HTML 41K
(Details)
53: R37 Summary of Significant Accounting Policies HTML 41K
(Details)
54: R38 Initial Public Offering (Details) HTML 39K
55: R39 Initial Public Offering (Details) HTML 39K
56: R40 Private Placement (Details) HTML 37K
57: R41 Related Party Transactions (Details) HTML 64K
58: R42 Related Party Transactions (Details) HTML 68K
59: R43 Commitments (Details) HTML 30K
60: R44 Commitments (Details) HTML 30K
61: R45 Shareholders' Equity (Details) HTML 44K
62: R46 Shareholders' Equity - Warrants (Details) HTML 69K
63: R47 Shareholders' Equity (Details) HTML 44K
64: R48 Shareholders' Equity - Warrants (Details) HTML 64K
65: R49 Subsequent Events (Details) HTML 47K
66: R50 Subsequent Events (Details) HTML 47K
68: XML IDEA XML File -- Filing Summary XML 117K
16: XML XBRL Instance -- ipoe-20210210_htm XML 651K
67: EXCEL IDEA Workbook of Financial Reports XLSX 94K
12: EX-101.CAL XBRL Calculations -- ipoe-20210210_cal XML 97K
13: EX-101.DEF XBRL Definitions -- ipoe-20210210_def XML 765K
14: EX-101.LAB XBRL Labels -- ipoe-20210210_lab XML 771K
15: EX-101.PRE XBRL Presentations -- ipoe-20210210_pre XML 926K
11: EX-101.SCH XBRL Schema -- ipoe-20210210 XSD 137K
69: JSON XBRL Instance as JSON Data -- MetaLinks 173± 274K
70: ZIP XBRL Zipped Folder -- 0001628280-21-001825-xbrl Zip 5.58M
RE: United States Federal Income Tax Considerations
Ladies and Gentlemen:
We have acted as United States tax counsel to Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company (“SCH”),
in connection with the Agreement and Plan of Merger, dated as of January 7, 2021 (as amended, modified or supplemented, the “Merger Agreement”), by and among SCH, Plutus Merger Sub Inc., a Delaware corporation, and Social Finance, Inc., a Delaware Corporation, which, among other things, provides for SCH’s domestication from a Cayman Islands exempted company to a Delaware corporation pursuant to Section 338 of the Delaware General Corporation Law, as amended and Article 206 of the Cayman Islands Companies Law (2020 Revision) (the “Domestication”). This opinion is being delivered in connection with the Registration Statement (File No. 333-252009) of
SCH on Form S-4 filed on January 11, 2021 with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”).
In rendering the opinion set forth below, we have examined and relied upon, without independent investigation or verification, the accuracy and completeness of the facts, information, factual representations, covenants and agreements contained in originals or copies, certified or otherwise identified to our satisfaction, of (i) the Merger Agreement, (ii) the Registration Statement, and (iii) such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. We have assumed that the transactions contemplated by the foregoing documents have been or will be consummated in accordance with the operative documents and that such
documents accurately and completely reflect the material facts of such transactions. In addition, we have relied upon the accuracy and completeness of certain statements, factual representations, covenants and agreements made by SCH, including the accuracy and completeness of all factual representations and covenants set forth in a certificate dated as of the date hereof from an officer of SCH (the “Officer’s Certificate”).
For purposes of rendering
our opinion, we have assumed that such statements, factual representations, covenants and agreements are, and will continue to be, including through the completion of the Domestication, true and correct without regard to any qualification as to knowledge or belief. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, factual representations, covenants and agreements set forth in the documents referred to above and the statements, factual representations, covenants and agreements made by SCH, including those set forth in the Officer’s Certificate.
For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic
or electronic copies, and the authenticity of the originals of such latter documents. We have assumed that such documents, certificates, and records are duly authorized, valid, and enforceable. In making our examination of documents, we have assumed that the parties thereto had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.
Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service (the “Service”), and such other authorities as we have considered
relevant, all as in effect on the date of this opinion and all of which are subject to change or differing interpretations, possibly with retroactive effect. A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. Moreover, there can be no assurance that our opinion will be accepted by the Service or, if challenged, by a court.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the Registration Statement under the heading “U.S. Federal Income Tax Considerations,” we are of the opinion that, for United States federal income tax purposes, the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. We express no opinion on the potential U.S. federal income tax consequences of the Domestication pursuant to Section 367 of the Code or the passive
foreign investment company rules.
Except as expressly set forth above, we express no other opinion. This opinion is being delivered prior to the consummation of the Domestication and therefore is prospective and dependent on future events. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments, any factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, factual representation, covenant, or assumption relied upon herein that becomes incorrect or untrue. No assurances can be given that future legislative, judicial, or administrative changes, on either a prospective or a retroactive basis, or future factual developments, would not adversely affect the accuracy of the conclusion stated herein.
In accordance with the requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name under the headings “U.S. Federal Income Tax Considerations” in the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.
