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:
May 23, 2022
On
May 23, 2022, eToro Group Ltd. (“eToro”) provided a letter to its
shareholders regarding various matters. Set forth below are all of
the portions of the letter related to updates regarding eToro’s
pending transaction with FinTech Acquisition Corp. V. (“FinTech
V”):
“Recently,
the SEC published proposed rules for enhanced disclosures for SPACs
and published updated accounting requirements related to crypto
companies. We have been studying these updated policies and the
required adjustments. This has caused a delay in the distribution
of our Q1-2022 earnings, we ask for your patience and understanding
- and we highly appreciate it.
The
extended timeframe for completing the SPAC merger is June 30, we
will update you as soon as we have additional information to
share.”
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 and the
business and operations of 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, eToro’s present and future plans for
its business and operations and eToro’s expectations as to market
results and conditions; 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 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 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 (File No.
333-259189) (the “Form F-4”) and other documents if and when filed
by eToro or FinTech V 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 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.
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
The
Company submitted the Form F-4 to the SEC on August 31, 2021, and
filed amendments on September 20, 2021, October 5, 2021, November
4, 2021, November 12, 2021, November 15, 2021 and February 25,
2022, which include a preliminary proxy statement/prospectus that
is both the proxy statement to be distributed to FinTech V
stockholders in connection with the solicitation of proxies for the
vote by the stockholders on the merger and the prospectus to be
delivered by FinTech V in connection with the distribution of its
securities to such holders. 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 Quarterly Report on
Form 10-Q for the quarter ended March 31, 2022, filed with the SEC
on May 13, 2022 or Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the SEC on February 18, 2022 and
amended on May 11, 2022, or eToro’s 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 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.
Trademarks
and Trade Names
eToro
and FinTech V own or have rights to various trademarks, service
marks and trade names that they use in connection with the
operation of their respective businesses. This communication also
contains trademarks, service marks and trade names of third
parties, which are the property of their respective owners. The use
or display of third parties’ trademarks, service marks, trade names
or products in this communication is not intended to, and does not
imply, a relationship with eToro or Fintech V, or an endorsement or
sponsorship by or of eToro or FinTech V. Solely for convenience,
the trademarks, service marks and trade names referred to in this
communication may appear with the ®, ™ or SM symbols, but such
references are not intended to indicate, in any way, that eToro or
Fintech V will not assert, to the fullest extent under applicable
law, their rights or the right of the applicable licensor to these
trademarks, service marks and trade names.
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