FINTECH ECOSYSTEM DEVELOPMENT CORP. : Other events, accounts and exhibitions (form 8-K)
Item 8.01. Other Events. Adjournment
On March 14, 2023, Fintech Ecosystem Development Corp. sent (the “Company”) a proxy statement (the “Extension Proxy Statement”) for a special meeting of shareholders (the “Extension Meeting”) to be held at 10:00 a.m., Eastern Time, on April 12, 2023 to consider and act on a proposal (the “Initial Extension Proposal”) to extend the date on which the Company must consummate an initial business combination for a maximum of twelve (12) additional one-month periods (each extension of one month, an “Extension Period”), from April 21, 2023 to April 21, 2024, or such earlier date as determined by the Company’s Board of Directors (the “Extension” and such later date, the “Extended Date”). The extension proxy statement was mailed to the company’s stockholders of record as of March 14, 2023. Stockholders may obtain a copy of the proxy statement on the website of the US Securities and Exchange Commission (www.sec.gov).
Pursuant to the original Extension Proposal, Revofast LLC (the “Sponsor”) would have agreed to, or been designated to, provide an Extension Loan (as defined below) in the aggregate of $0.055 for each outstanding Public Share for each Extension Period (as commencing on 21 April 2023 and on the 21st day of each subsequent month (or the next business day, if the 21st day of a calendar month falls on a day other than a business day)), until the extended date , or part thereof, which is necessary to complete our initial business combination.
On April 11, 2023, the company issued a press release announcing its intention to postpone the expansion meeting without taking any action on the matter and to reconvene the expansion meeting at 10:00 a.m. Eastern Time on April 20, 2023 for the purpose of the Company amending the terms of the original Expansion Proposal (as amended, the “Amended Expansion Proposal”). Pursuant to the Amended Extension Proposal, the Extension Loan has been amended from $0.055 for each public share not redeemed to the lesser of $0.055 for each public share not redeemed and a total of $110,000. A copy of such press release is attached as Exhibit 99.1 hereto the current report on Form 8-K. In connection with the postponement of the expansion meeting, the Company extends the period for holders of shares of Class A common stock to exercise their right to redeem their shares for their pro rata share of the funds available in the Company’s trust account, or to withdraw any previously delivered claim on redemption, until 5:00 p.m., Eastern Time, April 18, 2023 (two business days prior to the adjourned expansion meeting).
Addendum to the extension authorization statement
On 11 April 2023, the company announced the terms of the amended expansion proposal in a press release.
Accordingly, the corresponding text in the “Letter to Stockholders of Fintech Ecosystem Development Corp.” and “Convocation of an extraordinary meeting of shareholders” in the extension proxy statement is amended as follows (with additions and deletions marked):
“If the Expansion Amendment proposal is approved, the Sponsor has agreed to, or to cause a nominee to, lend us, pursuant to a promissory note (the “Promissory Note”) an amount of the lesser of (x) $110,000 or ( y) $0.055 for each public stock not redeemed, for each extension period (commencing on April 21, 2023 and on the 21st day of each subsequent month (or the next business day, if the 21st day of a calendar month falls on a day other than a business day)), until until the extended date, or part thereof, necessary to consummate our initial business combination (each, an “Extension Loan.”) Each Extension Loan with respect to an Extension Period will be deposited into the Trust Account on or before the commencement of such Extension Period. Accordingly, the amount committed per share will depend on the number of public shares that remain outstanding after redemptions in connection with the extension.For example, if no public shares are redeemed and all of our public shares remain outstanding in connection with the extension, then the maximum amount that may borrowed by the Sponsor or its designee will total $7,590,000 $1,320,000 (assuming all twelve (12) Extension Periods are utilized), and this amount will not change if 50% of the Public Shares are redeemed and, accordingly, 50% of our Public Shares remain outstanding in connection with the Extension, the maximum amount that may be borrowed by the Sponsor or its designee will be an aggregate amount of $3,795,000 (provided all twelve (12) Extension Periods are utilized). Amounts due under the promissory note will not bear interest and will be repaid by us to the sponsor or its designee upon consummation of our initial business combination.”
The answer to the question “What amount will the owners receive upon completion of a subsequent business combination or liquidation if the expansion amendment proposal is approved?” on page 4 of the extension proxy statement is amended as follows (with additions and deletions marked):
“If the Expansion Amendment Proposal is approved, the Sponsor has agreed to, or to cause a nominee to, contribute to the Company as an Expansion Loan an amount of the lesser of (x) $110,000 or (y) $0.055 for each outstanding Public Share for each calendar month (commencing on 21 April 2023 and the 21st day of each subsequent month (or the next business day, if the 21st day of a calendar month falls on a day other than a business day)) , to the extended date, or part of that is necessary to consummate our initial business combination. For example, if we use prior to July 20, 2023 to consummate the business combination (or any other initial business combination), which would represent three calendar months of Extensions, the Sponsor or its designee will provide aggregate Extension Loans that represents the lesser of (x) $330,000 or (y) $0.165 per Public Share not redeemed in connection with this vote.Each Extension Loan will be deposited into the Trust Account on or before the applicable Extension Date. For example, the extension loan extending the business combination deadline from April 21, 2023 to May 21, 2023 will be deposited into the trust account on or before April 21, 2023. The extension loans are contingent upon the implementation of the extension amendment. No extension loan will occur if the extension change is not approved or the extension is not completed. The Extension Loans will bear no interest and will be repaid by us to the Sponsor or its designee upon the consummation of our original business combination (in cash or, at the option of the Sponsor or its designee, in common shares of the post-business combination issuer).”
The corresponding text on page 22 of the extension proxy statement is amended as follows (with additions and deletions marked):
“If the Expansion Amendment Proposal is approved, the Sponsor will, or will cause a designee to, contribute to the Company as a loan an amount of the lesser of (x) $110,000 or (y) $0.055 for each Public Share (as defined below) ) that is not redeemed, for each calendar month (commencing on April 21, 2023 and the 21st day of each subsequent month (or, if such day is not a business day, then the next business day)) until the extended date (each, an “Extension Period” ), or part thereof, which is necessary to complete an initial business combination (the “Contribution”). For example, if we spend until July 20, 2023 to complete the business combination (or another initial business combination). business combination), which will represent three calendar months, the Sponsor or its Designee will make Extension Loans to the Company equal to the lesser of (x) $330,000 or (y) $0.165 per unredeemed Share. Each Extension Loan will be deposited into the Trust Account at or prior to the commencement of the applicable Extension (or portions of it).”
The corresponding text of “Proposed First Amendment to the Amended and Restated Certificate of Incorporation of Fintech Ecosystem Development Corp.” on Appendix A to the extension proxy statement should be amended to read as set forth on Appendix A to the press release attached hereto as Exhibit 99.1 and incorporated by reference herein.
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VOTING MATTERS
Only holders of the company’s Class A ordinary shares and Class B ordinary shares at the close of business on March 1, 2023, which is the record date for the adjourned expansion meeting, are entitled to vote and have their votes counted at the adjourned meeting. Extension meeting, and any adjournments or postponements thereof. At the close of business on 1 March 2023, there were 14,432,500 shares issued and outstanding and entitled to vote. Each share is entitled to one vote per share at the postponed expansion meeting.
All holders of shares of Class A common stock, regardless of whether they vote for or against the amended expansion proposal or do not vote at all, may elect to convert their shares of Class A common stock into their pro rata share of the amounts then held in the company’s trust account if the amended expansion proposal is implemented. To exercise your redemption rights, you must demand in writing that your shares of Class A common stock be redeemed for a pro rata portion of the funds held in the Company’s trust account and deliver your shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at least two business days before the date of the adjourned extension meeting. In order to make use of the right of redemption, you must identify yourself as the right holder and state your legal name, telephone number and address in your written claim. You may tender your shares of Class A common stock by either delivering your stock certificate to the transfer agent or by delivering your shares electronically using The Depository Trust Company’s Deposit/Withdrawal At Custodian (DWAC) system. If you hold the shares of Class A common stock in street name, you must instruct your bank or broker to withdraw the shares of Class A common stock from your account in order to exercise your redemption rights.
Before you vote, you should read the expansion proxy statement and other documents the company has filed with the US Securities and Exchange Commission, together with this supplement, for more complete information about the company and the amended expansion proposal. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Extension Proxy Statement. If you have any questions about the amended expansion proposal or if you need additional copies of the expansion proxy statement or proxy card, you should contact:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: [email protected]
Item 9.01 Annual accounts and exhibitions.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated April 11, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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