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: June 2, 2021
FinTech Acquisition
Corp. V and eToro Group Ltd. Announce Confidential Submission of Registration Statement Related to Proposed Business Combination
NEW YORK--(BUSINESS WIRE)—eToro
Group Ltd. (“eToro”) today announced the confidential submission with the U.S. Securities and Exchange Commission (“SEC”)
of a draft registration statement on Form F-4 (the “Registration Statement”) relating to its previously announced
business combination with FinTech Acquisition Corp. V (“FTV”).
The business combination is expected, subject
to customary closing conditions, including the approval of FTV’s stockholders and the listing of eToro’s securities on The
Nasdaq Capital Market, to close after the SEC completes its review process of this confidential submission and any subsequent public filing
and declares such public filing to be effective, which is targeted to be during the third quarter of 2021.
About eToro
eToro is a multi-asset investment platform
that empowers people to grow their knowledge and wealth as part of a global community of successful investors. eToro was founded in 2007
with the vision of opening up the global markets so that everyone can trade and invest in a simple and transparent way. Today, eToro is
a global community of more than 20 million registered users who share their investment strategies; and anyone can follow the approaches
of those who have been the most successful. Due to the simplicity of the platform users can easily buy, hold and sell assets, monitor
their portfolio in real time, and transact whenever they want. https://www.etoro.com/
About FinTech Acquisition Corp. V
FinTech Acquisition Corp. V is a special
purpose acquisition company led by Betsy Z. Cohen as Chairman of the Board, Daniel G. Cohen, as Chief Executive Officer and James J. McEntee,
III as President formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses, with a focus on the financial technology industry. The company raised $250,000,000
in its initial public offering in December 2020 and is listed on the NASDAQ under the symbol “FTCV”.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed business combination between FTV 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 press release, and on the current expectations of eToro’s and FTV’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 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 FTV’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 the 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
fact that 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 FTV’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 FTV from time to time with 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 FTV presently know or that eToro and FTV currently
believe are immaterial that could also cause actual events and results to differ. In addition, forward-looking statements reflect eToro’s
and FTV’s expectations, plans or forecasts of future events and views as of the date of this press release. eToro and FTV anticipate
that subsequent events and developments will cause eToro’s and FTV’s assessments to change. While eToro and FTV may elect
to update these forward-looking statements at some point in the future, eToro and FTV specifically disclaim any obligation to do so, unless
required by applicable law.
No Offer or Solicitation
This press release 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, FTV
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
As permitted by the Jumpstart Our Business
Startups Act of 2012, or JOBS Act, the Company has confidentially submitted a draft registration statement on Form F-4 to the SEC, which
includes a preliminary proxy statement/prospectus that is both the proxy statement to be distributed to FTV stockholders in connection
with the solicitation of proxies for the vote by the stockholders on the merger and the prospectus to be delivered by FTV in connection
with the distribution of its securities to such holders. After the registration statement has been filed and declared effective, FTV 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 FTV 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 FTV through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
eToro and FTV and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from stockholders of FTV in connection with the
proposed business combination under the rules of the SEC. FTV’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 FTV in FTV’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 30, 2021 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 FTV’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.
Media Contacts:
eToro:
Investor Relations
investors@etoro.com
Public Relations
PR@etoro.com
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