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: March 16, 2021
On March 16, 2021, Yoni Assia, the Chief Executive Office of eToro Group Ltd. (“eToro”) published the following blog post on eToro's website
regarding eToro’s previously announced proposed business combination with FinTech Acquisition Corp. V (“FinTech”), pursuant to the Agreement
and Plan of Merger, dated as of March 16, 2021, by and among eToro, FinTech and Buttonwood Merger Sub Corp.
Available at: https://www.etoro.com/news-and-analysis/etoro-updates/an-exciting-new-step-for-etoro/
An
exciting new step for eToro
Today,
we share with the world some exciting news about a significant milestone for eToro – our plans to become a publicly traded
company through a business combination with FinTech Acquisition Corp. V (FinTech V). The Company is expected to have an estimated
implied equity value of approximately $10.4 billion at closing.
FinTech
V is a special purpose acquisition company (SPAC). It went public in December 2020 under the ticker FTCV with the intent to identify
a fintech company with which to merge.
While
today’s announcement is a very significant step, it does not yet make eToro a public company, nor does it guarantee that
the transaction will close, although we expect to begin trading on the NASDAQ under a new ticker symbol in 2021.
I
always envisioned that one day investors on eToro would be able to invest in eToro stock, and with this announcement we have taken
a significant step towards achieving that goal. Going public is the next phase in the evolution of eToro, following our fourteen
year growth journey and our record-breaking expansion.
eToro
currently has over 20 million registered users from more than 100 countries and our social community is rapidly expanding. In
2020, eToro added over 5 million new registered users. This momentum is accelerating in 2021 as a new generation of investors
discover the global markets. In January 2021 alone eToro added more than 1.2 million new registered users to our social network.
Our
vision remains unchanged since our founding – to open the global markets so that everyone can trade and invest in a simple
and transparent way. As a public company, we will continue our mission of empowering people around the globe by providing them
with access to capital markets and the tools for them to invest responsibly. We all remain focused on what has made eToro
stand out and what will continue to fuel our success: innovation and customer focus. Our priority remains delivering the best
possible trading and investing experience to our global community of users.
Today,
eToro is the world’s leading social investment network. So many people have been part of our journey over the past 14 years
– eToro’s growing family of more than 1,100 employees (‘eTorians’ as we like to call ourselves), our partners
and investors, our Popular Investors and each and every user who has joined us.
I
am proud of and grateful for what we have built together – a global multi-asset platform that merges the unique features
of our time – rapidly evolving technology, accelerated digital adoption, and the rise of the retail investor. A platform
that harnesses innovation to provide investment literacy and tools for everyone who wishes to pursue a better future actively
and responsibly. A place that celebrates values of openness, and equality, and allows a voice for everyone to become part of the
wisdom of the crowd, to learn and grow.
This
is a very important time in eToro’s history, and I look to the future of our journey with excitement and anticipation.
Yoni
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 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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