Filed by eToro Group Ltd.
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12
under the Securities Exchange
Act of 1934
Subject Company: FinTech Acquisition
Corp. V
Commission File No.: 001-39760
Date: August 25, 2021
On August 25, 2021, the following communications were made available
by eToro Group Ltd. (“eToro”) on Twitter and LinkedIn:
Tweet 1: We continue to see strong positive momentum and our
Q2 numbers demonstrate ongoing growth in new registered users and total commissions.
Press release at:
https://etoro.tw/38bQLpX
Subject to disclaimers at: https://etoro.tw/3gHUSOw
LinkedIn: We continue to see strong positive momentum and our
Q2 numbers demonstrate ongoing growth in new registered users and total commissions.
Press release at:
https://etoro.tw/38bQLpX
Subject to disclaimers at: https://etoro.tw/3gHUSOw
Tweet 2: The rise in self-directed investing and eToro’s
growth are underpinned by long-term secular trends in investor behavior.
Press release at:
https://etoro.tw/38bQLpX
Subject to disclaimers at: https://etoro.tw/3gHUSOw
LinkedIn 2: The rise in self-directed investing and eToro’s
growth are underpinned by long-term secular trends in investor behavior.
Press release at:
https://etoro.tw/38bQLpX
Subject to disclaimers at: https://etoro.tw/3gHUSOw
Tweet 3: We added 2.6m new registered users in Q2 and now have
over 23 million users worldwide.
Press release at:
https://etoro.tw/38bQLpX
Subject to disclaimers at: https://etoro.tw/3gHUSOw
LinkedIn 3: We added 2.6m new registered users in Q2 and now
have over 23 million users worldwide.
Press release at:
https://etoro.tw/38bQLpX
Subject to disclaimers at: https://etoro.tw/3gHUSOw
Tweet 4: At the end of June our assets under administration
were $9.4 billion.
Press release at:
https://etoro.tw/38bQLpX
Subject to disclaimers at: https://etoro.tw/3gHUSOw
LinkedIn 4: At the end of June our assets under administration
were $9.4 billion.
Press release at:
https://etoro.tw/38bQLpX
Subject to disclaimers at: https://etoro.tw/3gHUSOw
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed business combination between FinTech Acquisition
Corp. V (“FinTech V”) and eToro. Forward-looking statements may be identified by the use of the words such as “estimate,”
“plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,”
“believe,” “seek,” “strategy,” “future,” “opportunity,” “may,”
“target,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not limited to, statements as to the expected timing, completion
and effects of the proposed business combination, are based on various assumptions, whether or not identified in this communication, and
on the current expectations of eToro’s and FinTech V’s management, are not predictions of actual performance, and are subject
to risks and uncertainties. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited
to: the risk that the proposed business combination may not be completed in a timely manner or at all; the failure to satisfy the conditions
to the consummation of the proposed business combination; the inability to complete the PIPE investment; the occurrence of any event,
change or other circumstance that could give rise to the termination of the proposed merger agreement; the amount of redemption requests
made by FinTech V’s public stockholders; the effect of the announcement or pendency of the proposed business combination on eToro’s
business; risks that the proposed business combination disrupts current plans and operations of eToro; potential difficulties in retaining
eToro customers and employees; eToro’s estimates of its financial performance; changes in general economic or political conditions;
changes in the markets in which eToro competes; slowdowns in securities trading or shifting demand for security trading product; the impact
of natural disasters or health epidemics, including the ongoing COVID-19 pandemic; legislative or regulatory changes; the evolving digital
asset market, including the regulation thereof; competition; conditions related to eToro’s operations in Israel; risks related to
data security and privacy; changes to accounting principles and guidelines; potential litigation relating to the proposed business combination;
the ability to maintain the listing of eToro’s securities on the Nasdaq Capital Market; the price of eToro’s securities may
be volatile; the ability to implement business plans and other expectations after the completion of the proposed business combination;
and unexpected costs or expenses. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the “Risk Factors” section of FinTech V’s registration statement
on Form S-1 (File No. 333-249646) (the “Form S-1”), eToro’s registration statement on Form F-4 (when available) and
other documents if and when filed by eToro or FinTech V from time to time with the U.S. Securities and Exchange Commission (the “SEC”).
If any of these risks materialize or our 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 FinTech V presently know or that eToro and FinTech
V currently believe are immaterial that could also cause actual events and results to differ. In addition, forward-looking statements
reflect eToro’s and FinTech V’s expectations, plans or forecasts of future events and views as of the date of this communication.
eToro and FinTech V anticipate that subsequent events and developments will cause eToro’s and FinTech V’s assessments to change.
While eToro and FinTech V may elect to update these forward-looking statements at some point in the future, eToro and FinTech V specifically
disclaim any obligation to do so, unless required by applicable law.
Any financial information or projections in this
communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and
contingencies, many of which are beyond eToro’s and FinTech V’s control. The inclusion of financial information or projections
in this communication should not be regarded as an indication that eToro or FinTech V, or their respective representatives and advisors,
considered or consider the information or projections to be a reliable prediction of future events.
The financial information included in this communication
has been taken from or prepared based on eToro’s historical financial statements. eToro’s historical financial statements
have been audited by Ernst & Young in accordance with generally accepted auditing standards in Israel and prepared in conformity with
International Financial Reporting Standards. eToro’s historical financial statements have not been audited in accordance with the
Public Company Oversight Board (“PCAOB”) standards or prepared in accordance with Regulation S-X promulgated under the Securities
Act of 1933, as amended. eToro cannot assure you that, had the historical financial information included in this communication been compliant
with Regulation S-X and audited in accordance with PCAOB standards, there would not be differences, and such differences could be material.
An audit of eToro’s financial statements in accordance with PCAOB standards is currently in process and will be included in the
proxy statement/prospectus with respect to the business combination. Accordingly, there may be material differences between the presentation
of eToro’s historical financial statements included in this communication and in the proxy statement/prospectus, including with
respect to, among others, the method of accounting for assets held by eToro’s customers on eToro’s platforms, the method of
accounting for revenue attributable to trading in asset classes and jurisdictions where we are not registered as a broker-dealer, off
balance sheet items, timing of revenue recognition and asset classification.
No Offer or Solicitation
This communication is not a proxy statement or solicitation
or a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute
an offer to sell or exchange, or a solicitation of an offer to buy or exchange, the securities of eToro, FinTech V or the combined company,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction.
Additional Information about the Business Combination
and Where to Find It
eToro intends to file a registration statement on
Form F-4 with the SEC, which will include a preliminary proxy statement to be distributed to FinTech V’s stockholders in connection
with FinTech V’s solicitation of proxies for the vote by FinTech V’s stockholders with respect to the proposed business combination.
After the registration statement has been filed and declared effective, FinTech V will mail a definitive proxy statement / prospectus
to its stockholders as of the record date established for voting on the proposed business combination and the other proposals regarding
the proposed business combination set forth in the proxy statement. eToro or FinTech V may also file other documents with the SEC regarding
the proposed business combination.
Before making any voting or investment decision,
investors and security holders are urged to carefully read the entire registration statement and proxy statement / prospectus and any
other relevant documents filed with the SEC, and the definitive versions thereof (when they become available and including all amendments
and supplements thereto). Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC by eToro or FinTech V through the website maintained by the
SEC at www.sec.gov.
Participants in the Solicitation
eToro and FinTech V and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from stockholders of FinTech V in connection with
the proposed business combination under the rules of the SEC. FinTech V’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 FinTech V in FinTech V’s final prospectus filed with the SEC on December 7, 2020 or eToro’s Form F-4
(when available), 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 FinTech V’s stockholders in connection with the proposed business
combination and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the preliminary
proxy statement / prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed business
combination (if and when they become available). You may obtain free copies of these documents at the SEC’s website at www.sec.gov.
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