SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2022
FINTECH ACQUISITION CORP. V
(Exact name of registrant as specified in its charter)
(State or other
incorporation or organization)
|(Commission File Number)||
2929 Arch Street, Suite 1703
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (215) 701-9555
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
|☒||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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 share of Class A common stock and one-third of one redeemable warrant||FTCVU||NASDAQ Capital Market|
|Class A common stock, par value $0.0001 per share||FTCV||NASDAQ Capital Market|
|Warrants, each whole warrant exercisable for one share of Class A common stock||FTCVW||NASDAQ Capital Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on September 15, 2021, FinTech Acquisition Corp. V (“we,” “us” or the “Company”) issued a convertible promissory note (the “Promissory Note”) to FinTech Masala, LLC (the “Lender”), an affiliate of the Company’s sponsors, FinTech Investor Holdings V, LLC and FinTech Masala Advisors V, LLC. All or a portion of the amounts outstanding under the Promissory Note were previously convertible into units at a price of $10.00 per unit at the option of the Lender. On October 26, 2021, the Company and the Lender amended the Promissory Note to remove the conversion feature. On January 6, 2022, the Company and the Lender further amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $750,000 to $2,000,000. All other terms of the Promissory Note remain in full force and effect. On January 6, 2022, we borrowed an additional $850,000 under the Promissory Note.
Item 9.01. Financial Statements and Exhibits.
|10.1||Second Amendment to Promissory Note dated January 6, 2022 made by and between FinTech Acquisition Corp. V and FinTech Masala, LLC.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. These risks include the risk factors set forth in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 and in the Registration Statement on Form F-4 filed by eToro Group Ltd. (“eToro”) and other documents should be carefully considered, if and when filed by eToro or the Company from time to time with the SEC. If any of these risks materialize or these assumptions prove incorrect, actual events and results could differ materially from those contained in the forward-looking statements. There may be additional risks that neither eToro nor the Company presently know or that eToro and the Company currently believe are immaterial that could also cause actual events and results to differ. In addition, forward-looking statements reflect eToro’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. eToro and the Company anticipate that subsequent events and developments will cause eToro’s and the Company’s assessments to change. While eToro and the Company may elect to update these forward-looking statements at some point in the future, eToro and the Company specifically disclaim any obligation to do so, unless required by applicable law.
The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Additional Information About the Transactions and Where to Find It
On March 16, 2021, the Company and eToro entered into an Agreement and Plan of Merger (the “Merger Agreement”) among eToro, Buttonwood Merger Sub Corp., a direct, wholly-owned subsidiary of eToro (“Merger Sub”), and the Company, which provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of eToro (the “Business Combination”). eToro has filed a registration statement on Form F-4 with the SEC, which includes a preliminary proxy statement/prospectus to be distributed to the Company’s stockholders in connection with its solicitation of proxies for the vote by the Company’s stockholders with respect to the Business Combination. After the registration statement has been declared effective, the Company will mail a definitive proxy statement/prospectus to its stockholders as of the record date established for voting on the Business Combination and the other proposals regarding the transactions contemplated by the Merger Agreement as set forth in the proxy statement/prospectus. eToro or the Company may also file other documents with the SEC regarding the Business Combination.
Participants in Solicitation
eToro and the Company and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the
Business Combination under the rules of the SEC. The Company’s stockholders, eToro’s shareholders and other interested persons
may obtain, without charge, more detailed information regarding the names, affiliations and interests of directors and executive officers
of eToro and the Company in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 or eToro’s Registration
Statement on Form F-4, as applicable, as well as their other filings with the SEC. Other information regarding persons who may, under
the rules of the SEC, be deemed the participants in the proxy solicitation of the Company’s stockholders in connection with the
Business Combination and a description of their direct and indirect interests, by security holdings or otherwise, is included in the preliminary
proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the Business Combination
(if and when they become available). Free copies of these documents can be obtained at the SEC’s website at www.sec.gov.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: January 6, 2022||FINTECH ACQUISITION CORP. V|
|By:||/s/ James J. McEntee, III|
|Name:||James J. McEntee, III|
SECOND AMENDMENT TO PROMISSORY NOTE
THIS SECOND AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is dated as of the 6th day of January, 2022 and is made by and between FinTech Acquisition Corp. V (“Maker”) and FinTech Masala, LLC (“Payee”).
|A.||Maker executed that certain Promissory Note dated September 15, 2021 in the original principal sum of up to Seven Hundred Fifty Thousand dollars ($750,000) (as amended, the “Note”).|
|B.||Maker and Payee amended the Note on October 26, 2021.|
|B.||Maker and Payee have agreed to further amend the Note.|
|C.||Unless otherwise set forth herein, all other provisions of the Note shall remain in full force and effect.|
|D.||All capitalized terms not defined in this Amendment will have the meanings given to them in the Note.|
In consideration of these promises, the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
|1.||The introductory paragraph of the Note is hereby amended and restated in its entirety to read as follows:|
“FinTech Acquisition Corp. V (the “Maker”) promises to pay to the order of FinTech Masala, LLC (the “Payee”) the principal sum of up to TWO MILLION DOLLARS ($2,000,000) (the “Maximum Principal Amount”) in lawful money of the United States of America, on the terms and conditions described below.”
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
|FINTECH ACQUISITION CORP. V|
|By:||/s/ James J. McEntee, III|
|Name:||James J. McEntee, III|
|FINTECH MASALA, LLC|
|By:||/s/ Mehar Jagota|
|Title:||Chief Operating Officer|
Signature page to Second Amendment to Promissory Note