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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 2, 2022
FINTECH ACQUISITION CORP. V
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39760 |
|
84-4794021 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
2929 Arch Street,
Suite 1703
Philadelphia,
PA
|
|
19104 |
(Address of principal executive
offices) |
|
(Zip
Code) |
Registrant’s telephone number, including area code: (215)
701-9555
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation to the
registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
Title of each
class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Units, each consisting of one share of Class A common stock and
one-third of one redeemable warrant |
|
FTCVU |
|
NASDAQ Capital Market |
Class A common stock, par value $0.0001 per
share |
|
FTCV |
|
NASDAQ Capital Market |
Warrants, each whole warrant exercisable for one share of Class A
common stock |
|
FTCVW |
|
NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
Item 4.02. Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim
Review.
(a) In connection with the preparation of FinTech Acquisition
Corp. V’s (the “Company”) financial statements as of March 31,
2022, the Company’s management, in consultation with its advisors,
re-evaluated the Company’s accounting for complex financial
instruments, specifically warrant liabilities. After further review
of the Company’s warrant valuation as of December 31, 2021, it was
determined that an adjustment was required to the Company’s
financial statements as of and for the year ended December 31,
2021. This has resulted in a restatement of the affected
financial statements.
On
May 2, 2022, the audit committee of the board of directors of the
Company (the “Audit Committee”), based on the recommendation of and
after consultation with management, concluded that the Company’s
audited financial statements as of and for the year ended
December 31, 2021 (the “Audited Affected Financials”), as
reported in the Company’s Annual Report on
Form 10-K filed with the SEC on February 18, 2022 (the
“Form 10-K”), should no longer be relied upon due to the
restatement described above. The Company intends to reflect the
restatement of the Audited Affected Financials in an amendment to
its Annual Report on Form 10-K for the year ended December 31,
2021 (the “Amended Form 10-K”). Similarly, the related press
releases, stockholder communications, investor presentations or
other communications describing relevant portions of the Audited
Affected Financials, should no longer be relied upon.
The Company does not expect the changes described above to have any
impact on its cash position or the balance held in the trust
account.
The Company’s management has concluded that in light of the
restatement described above, a material weakness exists in the
Company’s internal control over financial reporting and that the
Company’s disclosure controls and procedures were not effective.
The Company’s remediation plan with respect to such material
weakness will be described in more detail in the Amended Form
10-K.
The Audit Committee and management have discussed the matters
disclosed pursuant to this Item 4.02(a) with the Company’s
independent accountant.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
104 |
|
Cover Page Interactive Data File
(embedded within the Inline XBRL document). |
Cautionary Statements
Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by
the use of words such as “believes,” “expects,” “intends,” “plans,”
“estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other
similar expressions. These statements are based on current
expectations on the date of this Form 8-K and involve a
number of risks and uncertainties that may cause actual results to
differ significantly. These risks include the risk factors set
forth in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021 and in the Registration Statement on Form
F-4 filed by eToro Group Ltd. (“eToro”) and other documents should
be carefully considered, if and when filed by eToro or the Company
from time to time with the SEC. If any of these risks materialize
or these 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
the Company presently know or that eToro and the Company currently
believe are immaterial that could also cause actual events and
results to differ. In addition, forward-looking statements reflect
eToro’s and the Company’s expectations, plans or forecasts of
future events and views as of the date of this Current Report on
Form 8-K. eToro and the Company anticipate that subsequent events
and developments will cause eToro’s and the Company’s assessments
to change. While eToro and the Company may elect to update these
forward-looking statements at some point in the future, eToro and
the Company specifically disclaim any obligation to do so, unless
required by applicable law.
The Company does not assume any obligation to update or revise any
such forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue
reliance on forward-looking statements.
Additional Information
About the Transactions and Where to Find It
On
March 16, 2021, the Company and eToro entered into an Agreement and
Plan of Merger (the “Merger Agreement”) among eToro, Buttonwood
Merger Sub Corp., a direct, wholly-owned subsidiary of eToro
(“Merger Sub”), and the Company, which provides for, among other
things, the merger of Merger Sub with and into the Company (the
“Merger”), with the Company surviving as a wholly-owned subsidiary
of eToro (the “Business Combination”). eToro has filed a
registration statement on Form F-4 with the SEC, which includes a
preliminary proxy statement/prospectus to be distributed to the
Company’s stockholders in connection with its solicitation of
proxies for the vote by the Company’s stockholders with respect to
the Business Combination. After the registration statement has been
declared effective, the Company will mail a definitive proxy
statement/prospectus to its stockholders as of the record date
established for voting on the Business Combination and the other
proposals regarding the transactions contemplated by the Merger
Agreement as set forth in the proxy statement/prospectus. eToro or
the Company may also file other documents with the SEC regarding
the Business Combination.
Participants in
Solicitation
eToro and the Company and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders in connection with the
Business Combination under the rules of the SEC. The Company’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 the Company in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2021 or eToro’s
Registration Statement on Form F-4, 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 the Company’s stockholders in connection with
the Business Combination and a description of their direct and
indirect interests, by security holdings or otherwise, is included
in the preliminary proxy statement/prospectus and will be contained
in other relevant materials to be filed with the SEC regarding the
Business Combination (if and when they become available). Free
copies of these documents can be obtained at the SEC’s website at
www.sec.gov.
SIGNATURE
Pursuant to 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 hereunto duly authorized.
Dated: May 2, 2022 |
FINTECH
ACQUISITION CORP. V |
|
|
|
|
By: |
/s/ James J. McEntee, III |
|
Name: |
James J. McEntee, III |
|
Title: |
President |
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