Amended Annual Report (10-k/a)
May 18 2021 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________to
______________
Commission File Number 001-39760
FINTECH ACQUISITION CORP. V
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
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84-4794021
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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2929 Arch Street, Suite 1703, Philadelphia, PA
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19104
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(Address of Principal Executive Offices)
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(Zip Code)
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(212) 701-9555
(Registrant’s Telephone Number, Including
Area Code)
Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on which registered
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Class A Common Stock, par value $0.0001 per share
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FTCV
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Nasdaq Capital Market
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Warrants, each to purchase one share of Class A Common Stock
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FTCVW
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Nasdaq Capital Market
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Units, each consisting of one share of Class A Common Stock and one-third of one Warrant
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FTCVU
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Nasdaq Capital Market
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Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No
☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer
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☐
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Accelerated
filer
|
☐
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Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
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|
Emerging growth company
|
☒
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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. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No
☐
As
of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s
Class A common stock was not publicly traded. Accordingly, there was no market value for the registrant’s Class A common stock
on such date.
As
of March 29, 2021, there were 25,640,000 shares of Class A common stock and 8,546,667 shares of Class B common stock of the
registrant issued and outstanding.
Documents
Incorporated by Reference: None.
EXPLANATORY NOTE
FinTech Acquisition Corp. V (the “Company,” “we”,
“our” or “us”) is filing this Annual Report on Form 10-K/A (this “Amendment”), to amend our Annual
Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on
March 30, 2021 (the “Original Filing”), as further amended pursuant to Amendment No. 1 to the Original Filing filed with
the SEC on May 14, 2021 (the “Amended Filing”), solely to furnish Exhibit 101 to the Amended Filing in accordance with Rule
405 of Regulation S-T.
Except as described above, this Amendment does not amend, update
or change any other items or disclosures contained in the Original Filing or the Amended Filing, and accordingly, this Amendment does
not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures
affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing, the Amended Filing
and the Company’s other filings with the SEC.
PART IV
Item 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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(a)
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The
following documents are filed as part of this Annual Report:
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(1)
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Financial Statements:
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Report of Independent Registered Public Accounting Firm
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F-2
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Balance Sheets
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F-3
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Statements of Operations
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F-4
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Statements of Changes in Stockholders’ Equity
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F-5
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Statements of Cash Flows
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F-6
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Notes to Financial Statements
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F-7
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(2)
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Financial Statements Schedule
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None.
The following exhibits are filed as part of,
or incorporated by reference into, this Annual Report on Form 10-K. The SEC maintains an Internet site at www.sec.gov that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including
the Company. Copies of the exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov.
Exhibit
No.
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Description
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1.1
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Underwriting
Agreement, dated December 3, 2020, between the Company and Cantor Fitzgerald & Co. (1)
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2.1
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Agreement
and Plan of Merger, dated March 16, 2021, by and among the Company, eToro Group Ltd and Buttonwood Merger Sub Corp.(3)
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3.1
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Amended
and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on December 4, 2020(1)
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3.2
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Amended
and Restated Bylaws(2)
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4.1
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Specimen
Unit Certificate(2)
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4.2
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Specimen
Common Stock Certificate(2)
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4.3
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Specimen
Warrant Certificate(2)
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4.4
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Warrant
Agreement, dated December 3, 2020, between Continental Stock Transfer & Trust Company and the Company(1)
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4.5**
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FinTech Acquisition Corp. V Description of Securities
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10.1
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Letter
Agreement, dated December 3, 2020, by and among the Company and certain security holders, officers and directors of the Company(1)
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10.2
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Administrative
Services Agreement, dated December 3, 2020, between the Company and FinTech Masala, LLC(1)
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10.3
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Unit
Subscription Agreement, dated December 3, 2020 between the Company and FinTech Investor Holdings V, LLC(1)
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10.4
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Investment
Management Trust Agreement, dated December 3, 2020, between Continental Stock Transfer & Trust Company and the Company(1)
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10.5
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Registration
Rights Agreement, dated December 3, 2020, between the Company and certain security holders of the Company(1)
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10.6
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Form
of Indemnity Agreement(2)
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10.7
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Promissory
Note for expenses prior to initial public offering from FinTech Investor Holdings V, LLC to Registrant(2)
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14.1
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Code
of Business Conduct and Ethics(2)
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21.1**
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Subsidiaries of the Registrant
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31.1**
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Certification
of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
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31.2**
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Certification
of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
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32.1**
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Certification
of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
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32.2**
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Certification
of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
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101.INS*
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XBRL Instance Document
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101.CAL*
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XBRL Taxonomy Extension
Calculation Linkbase Document
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101.SCH*
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XBRL Taxonomy Extension
Schema Document
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101.DEF*
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XBRL Taxonomy Extension
Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension
Labels Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension
Presentation Linkbase Document
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(1)
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Previously filed as an exhibit to our Current Report on Form 8-K filed on December 9, 2020
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(2)
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Previously filed as an exhibit to our Registration Statement on Form S-1, as amended (File No. 333-249646)
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(3)
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Previously filed as an exhibit to our Current Report on Form 8-K filed on March 16, 2021.
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SIGNATURES
In
accordance with 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 thereunto duly authorized.
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FINTECH
ACQUISITION CORP. V
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Dated: May 18, 2021
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/s/
Daniel G. Cohen
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Daniel G. Cohen
Chief Executive Officer
(Principal Executive Officer)
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