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   84-4794021

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

2929 Arch Street, Suite 1703, Philadelphia, PA   19104
(Address of Principal Executive Offices)   (Zip Code)

 

(212) 701-9555

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
         
Class A Common Stock, par value $0.0001 per share   FTCV   Nasdaq Capital Market 
Warrants, each to purchase one share of Class A Common Stock   FTCVW   Nasdaq Capital Market
Units, each consisting of one share of Class A Common Stock and one-third of one Warrant   FTCVU   Nasdaq Capital Market

 

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 ☐  Accelerated filer
Non-accelerated filer Smaller reporting company
  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. ☐

 

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. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a) The following documents are filed as part of this Annual Report:

 

(1) Financial Statements:

 

Report of Independent Registered Public Accounting Firm F-2
Balance Sheets F-3
Statements of Operations F-4
Statements of Changes in Stockholders’ Equity F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7

 

(2) Financial Statements Schedule

 

None.

 

  (3) Exhibits

 

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.   Description
1.1   Underwriting Agreement, dated December 3, 2020, between the Company and Cantor Fitzgerald & Co. (1)
2.1   Agreement and Plan of Merger, dated March 16, 2021, by and among the Company, eToro Group Ltd and Buttonwood Merger Sub Corp.(3)
3.1   Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on December 4, 2020(1)
3.2   Amended and Restated Bylaws(2)
4.1   Specimen Unit Certificate(2)
4.2   Specimen Common Stock Certificate(2)
4.3   Specimen Warrant Certificate(2)
4.4   Warrant Agreement, dated December 3, 2020, between Continental Stock Transfer & Trust Company and the Company(1)
4.5**   FinTech Acquisition Corp. V Description of Securities
10.1   Letter Agreement, dated December 3, 2020, by and among the Company and certain security holders, officers and directors of the Company(1)
10.2   Administrative Services Agreement, dated December 3, 2020, between the Company and FinTech Masala, LLC(1)
10.3   Unit Subscription Agreement, dated December 3, 2020 between the Company and FinTech Investor Holdings V, LLC(1)
10.4   Investment Management Trust Agreement, dated December 3, 2020, between Continental Stock Transfer & Trust Company and the Company(1)
10.5   Registration Rights Agreement, dated December 3, 2020, between the Company and certain security holders of the Company(1)
10.6   Form of Indemnity Agreement(2)
10.7   Promissory Note for expenses prior to initial public offering from FinTech Investor Holdings V, LLC to Registrant(2)
14.1   Code of Business Conduct and Ethics(2)
21.1**   Subsidiaries of the Registrant
31.1**   Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2**   Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1**   Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
32.2**   Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
101.INS*   XBRL Instance Document
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*   XBRL Taxonomy Extension Schema Document
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith
** Previously filed

 

(1) Previously filed as an exhibit to our Current Report on Form 8-K filed on December 9, 2020
(2) Previously filed as an exhibit to our Registration Statement on Form S-1, as amended (File No. 333-249646)
(3) Previously filed as an exhibit to our Current Report on Form 8-K filed on March 16, 2021.

 

1

 

 

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.

 

  FINTECH ACQUISITION CORP. V
   

Dated: May 18, 2021

/s/ Daniel G. Cohen
 

Daniel G. Cohen

Chief Executive Officer

(Principal Executive Officer)

 

 

2

 

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