COLLEGEVILLE, PA / ACCESSWIRE / April 11, 2023 / Fintech Ecosystem Development Corp. (the “Company”) (NASDAQ:FEXD), announced today that it intends to postpone, without transacting any business, the Company’s special meeting of stockholders (the “Special Meeting”) originally scheduled to be held on Wednesday, April 12, 2023, and to reconvene the special meeting at 10:00 a.m. Eastern Time on Thursday, April 20, 2023. In connection with the postponement of the special meeting, the Company is extending the deadline for holders of its shares of Class A common stock to exercise their right to redeem their shares for their pro rata share of the funds available on the Company’s trust account, or to withdraw any previously submitted claims for redemption, until 5:00 p.m., Eastern Time, April 18, 2023 (two business days prior to the adjourned special meeting).
The special meeting is being held to vote on the proposal (the “Extension Proposal”) described in the Company’s final proxy statement, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2023 (the “Extension Proxy Statement”)), relating to the proposed extension of the deadline to consummate the first business combination (the “Extension”). The Special Meeting is adjourned for the purpose of the Company amending the terms of the Extension Proposal.
In the event that the Expansion Proposal (as set forth in the Expansion Proxy Statement) is adopted, the Company’s sponsor, Revofast LLC (the “Sponsor”) would have agreed to, or caused a nominee to make a loan in the aggregate of $0.055 for each outstanding Public Share , for each one-month extension period (starting 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 21 April 2024, or an earlier date as determined by the company’s board.
The additional deposit that will instead be required to be deposited into the Company’s trust account in connection with any extension has been changed 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. As a result of this change, shareholders who redeem their shares after the expansion may receive an amount per share that is less than they would otherwise have received under the original expansion proposal (as set forth in the expansion proxy statement).
Accordingly, if the extension is approved at the adjourned special meeting on April 20, 2023, the Company’s sponsor, Revofast LLC, or one or more of the Sponsor’s affiliates, members or third-party designees, will cause a nominee to, in lieu of loans to the Company, in pursuant to a promissory note, an amount of the lesser of (x) $110,000 or (y) $0.055 for each outstanding public share, for each of up to twelve one-month extensions (commencing on April 21, 2023, and on the the 21st day of each subsequent month (or the next working day, if the 21st day of a calendar month falls on a day other than a working day)), until 21 April 2024, or part thereof, that is necessary to complete the company’s first business association. Each such loan will be deposited into the trust account on or before the start of the applicable one-month extension period. Consequently, the deposit amount will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension.
Exhibit A to this press release sets forth the revised amendment to the company’s certificate of incorporation on which the company’s stockholders will be asked to vote on the date of the adjourned special meeting (changes to the amendment proposed in the expansion proxy statement are in bold and underlined).
About Fintech Ecosystem Development Corp.
Fintech Ecosystem Development Corp. is a special purpose acquisition company formed for the purpose of completing one or more business combinations with an intention to focus on the financial technology sector. The company is sponsored by Revofast LLC and the management team led by CEO, President and Founder Dr. Saiful Khandaker and a team of experienced Fintech business and technology innovators.
For further information, please visit www.fintechecosys.com.
Forward-looking statements
This press release may include, and oral statements from time to time by representatives of the Company may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements about possible business combinations and their financing, and related matters, as well as all statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “could”, “plan” “possible,” “potential,” “anticipate,” “project,” “should,” “would,” and similar expressions, as they apply to us or our management team, identify forward-looking statements. Such forward-looking statements are based on management’s beliefs, as well as assumptions made by and information available to the Company’s management. Actual results may differ materially from those contemplated in forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to a number of conditions, many of which are beyond the Company’s control, including those set forth in the Risk Factors section of the Company’s registration statement and IPO prospectus filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
For investors
Rittesh Suneja
Email: [email protected]
For the media
Michael Tomczyk
Email: [email protected]
For Fintech Ecosystem Development Corp.
Dr. Saiful Khandaker
[email protected]
EXHIBIT A
APPENDIX A
PROPOSAL FOR FIRST AMENDMENT
TO
AMENDED AND REDACTED
INSERT CERTIFICATE
OF
FINTECH ECOSYSTEM DEVELOPMENT CORP.
According to § 242 i
Delaware General Corporation Law
FINTECH ECOSYSTEM DEVELOPMENT CORP. (the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby affirms the following:
1. The name of the company is Fintech Ecosystem Development Corp. The Company’s certificate of incorporation was filed in the office of the Secretary of State of the State of Delaware on March 5, 2021. An amended and restated certificate of incorporation was filed in the office of the Secretary of State of the State of Delaware on October 18, 2021 (the “Amended and Restated Certificate of Incorporation”).
2. This First Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation.
3. This First Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least 65% of the shares entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, as amended from time to time ( “DGCL”).
4. A new Section 9.1(d) of Article IX is added as follows.
(d) In the event that the Company has not completed a First Business Combination within 18 months from the date of the closing of the Offer, at the Sponsor’s request, the Company may extend the time period for completing a First Business Combination by an additional twelve months, provided that (i) the Sponsor (or its Affiliates or Permitted Designees) will further deposit into the Trust Account amount equal to the lesser of (x) $110,000 or (y) $0.055 per share for each such one-month extension until April 21, 2024, unless the consummation of the Company’s first business combination shall have occurred for such extension in exchange for a non-interest-bearing, unsecured promissory note payable upon completion of an initial business combination and (ii) the procedures relating to such extension, as set out in the Trust Agreement, shall have been complied with. The gross proceeds from the issuance of such debenture(s) shall be held in the trust account and used to fund the redemption of the Offer Shares in accordance with Section 9.2.
TO PROVE THISFintech Ecosystem Development Corp. has caused this amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this day in April 2023.
| FINTECH ECOSYSTEM DEVELOPMENT CORP. | ||
| Of: | ||
| Name: Saiful Khandaker | ||
| Title: Managing Director | ||
SOURCE: Fintech Ecosystem Development Corp.
