Post-Effective Amendment of a Registration Statement
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: POS AM Post-Effective Amendment of a Registration HTML 875K
Statement
3: EX-5.1 Opinion of Counsel re: Legality HTML 15K
4: EX-5.2 Opinion of Counsel re: Legality HTML 13K
5: EX-23.2 Consent of Expert or Counsel HTML 6K
2: EX-FILING FEES Filing Fees HTML 25K
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the amount of securities previously registered includes such indeterminate
number of additional securities that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.
(2)Represents the number of shares of common stock previously registered being the sum of (a) 263,378,239 shares of common stock issued to certain shareholders in connection with the Merger, (b) 122,500,000 shares of common stock issued to certain qualified institutional buyers and accredited investors in private placements consummated in connection with the PIPE Investment, (c) 27,089,789 shares of common stock reserved for issuance upon the exercise of options to purchase common stock, and (d) 57,713,105 shares of common stock reserved for issuance upon the settlement of restricted stock units.
(3)Consists of (a) 8,000,000 warrants to purchase shares of common stock issued to a shareholder
of SCH (which warrants were subsequently redeemed or exercised), and (b) 12,170,990 warrants to purchase shares of common stock issued in exchange for warrants of Social Finance, Inc. to purchase Series H preferred stock of SoFi in connection with the Merger (the “warrants”).
(4)Reflects the shares of common stock issued upon the exercise of outstanding SCH warrants and public warrants (each as defined in the Registration Statement on Form S-1 (No. 333-257092)).
(5)Reflects the shares of common stock that may be issued to certain shareholders upon the exercise of outstanding warrants, with each warrant exercisable for one share of common stock, subject to adjustment, for an exercise price of $8.86 per share.
(6)Represents
3,234,000 shares of Series 1 preferred stock issued in exchange for an equivalent number of shares of Series 1 fixed-to-floating rate cumulative redeemable preferred stock of SoFi (the “SoFi series 1 preferred”) in connection with the Merger. The shares of SoFi series 1 preferred were originally issued in a private placement transaction at a purchase price of $100 per share.
(7)Represents the resale of (i) 338,707 shares of common stock issued in connection with the Company’s 8 Limited transactions and (ii) 82,454,180 shares of common stock issued or reserved for issuance in connection with the Company’s acquisition of Technisys SA.
Dates Referenced Herein and Documents Incorporated by Reference
