Item 7.01 Regulation FD Disclosure.
As previously announced,
on August 3 2020, FinTech Acquisition Corp. III (the “Company”) entered into an Agreement and Plan of Merger
(the “Merger Agreement”) by and among GTCR-Ultra Holdings, LLC (“Seller”), GTCR Ultra-Holdings
II, LLC (“Holdings”), FinTech Acquisition Corp. III Parent Corp. (“Parent”), the Company,
FinTech III Merger Sub Corp. (“Merger Sub”), GTCR/Ultra Blocker, Inc. (“Blocker”), and GTCR
Fund XI/C LP (“Blocker Seller”), which provides for, among other things, (a) Merger Sub to be merged with and
into the Company with the Company being the surviving corporation in the merger and a wholly owned subsidiary of Parent (the “Merger”)
and (b) through a series of transactions, Seller and Blocker Seller to contribute to Parent all of the equity interests in Holdings
and Blocker in exchange for cash and shares of common stock of Parent (the “Contribution and Exchange” and together
with the Merger and the other transactions contemplated by the Merger Agreement, the “Transactions”).
Attached hereto as
Exhibit 99.l and incorporated into this Item 7.01 by reference are updated slides to the investor presentation originally furnished
on August 3, 2020 that will be used by the Company in making presentations to certain existing and potential stockholders of the
Company with respect to the Transactions.
The information in
this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act.
Additional Information About the Transaction
and Where to Find It
Parent has filed with
the SEC a Registration Statement on Form S-4, which includes a proxy statement/prospectus of the Company, in connection with the
Transactions and has mailed a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company’s
stockholders and other interested persons are advised to read the definitive proxy statement/prospectus in connection with the
Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the Transactions because the
proxy statement/prospectus will contain important information about the Company, Holdings and the Transactions. The definitive
proxy statement/prospectus was mailed to stockholders of the Company as of a record date established for voting on the Transactions.
Stockholders may also obtain copies of the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge,
at the SEC’s website at www.sec.gov or by directing a request to: FinTech Acquisition Corp. III, 2929 Arch Street,
Suite 1703, Philadelphia, PA 19104, Attn: James J. McEntee, III.
Participants in Solicitation
The Company, Holdings
and certain of their directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders
with respect to the approval of the Transactions. Information regarding the Company’s directors and officers and a description
of their interests in the Company is contained in the Company’s annual report on Form 10-K for the fiscal year ended December
31, 2019, which was filed with the SEC. Additional information regarding the participants in the proxy solicitation, including
Holdings’ directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise,
is included in the Registration Statement on Form S-4 and the definitive proxy statement/prospectus for the Transactions.
Each of these documents is available at the SEC’s website or by directing a request to the Company as described above under
“Additional Information About the Transaction and Where to Find It.”
In connection with
the Transactions, at any time prior to the special meeting to approve the Transactions, certain existing Company stockholders,
which may include certain of the Company’s officers, directors and other affiliates, may enter into transactions with stockholders
and other persons with respect to the Company’s securities to provide such investors or other persons with incentives in
connection with the approval and consummation of the Transactions. While the exact nature of such incentives has not yet been determined,
they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal
prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware
of any material nonpublic information regarding the Company, Holdings or their respective securities.
Forward Looking Statements
This Current Report
on Form 8-K contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate",
"believe", “could”, “continue”, "expect", "estimate", “may”,
"plan", "outlook", “future” and "project" and other similar expressions that predict
or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and
uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts
not yet determinable and may also relate to the Company’s or Holdings’ future prospects, developments and business
strategies. In particular, such forward-looking statements include statements concerning the timing of the Transactions; the business
plans, objectives, expectations and intentions of the public company once the transaction is complete, and Holdings’ estimated
and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities.
These statements are based on the Company’s or Holdings’ management’s current expectations and beliefs, as well
as a number of assumptions concerning future events.
Such forward-looking
statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside
the Company’s or Holdings’ control that could cause actual results to differ materially from the results discussed
in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited
to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
(2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the
stockholders of the Company or other conditions to closing in the Merger Agreement; (3) the ability of the public entity to meet
NASDAQ’s listing standards following the Transactions; (4) the inability to complete the PIPE Investment; (5) the risk that
the proposed transaction disrupts current plans and operations of Holdings as a result of the announcement and consummation of
the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed business combination,
which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably,
maintain relationships with suppliers and agents and retain its management and key employees; (7) costs related to the proposed
business combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or
the inability to obtain necessary regulatory approvals required to complete the business combination; (9) the possibility that
Holdings may be adversely affected by other economic, business, regulatory and/or competitive factors; (10) the outcome of any
legal proceedings that may be instituted against the Company, Holdings or any of their respective directors or officers, following
the announcement of the potential transaction; and (11) the failure to realize anticipated pro forma results and underlying assumptions,
including with respect to estimated stockholder redemptions. Additional factors that could cause actual results to differ materially
from those expressed or implied in forward-looking statements can be found in the Company’s most recent annual report on
Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge,
at the SEC’s website at www.sec.gov, and are also provided in the Registration Statement on Form S-4 and the Company’s
proxy statement/prospectus. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events
or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only
as of the date made, and the Company and Holdings undertake no obligation to update or revise the forward-looking statements, whether
as a result of new information, future events or otherwise.
This communication
is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment
in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral
forward-looking statements concerning the Company and Holdings, the proposed transaction or other matters and attributable to the
Company and Holdings or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements
above.
Disclaimer
This communication
shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction.