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 September 30, 2021, the Company's
management, in consultation with its advisors, identified an error made
in certain of its previously issued financial statements, arising from the
manner in which, as of the closing of the Company's initial public offering, the
Company valued its Class A common stock subject to possible redemption. The
Company previously determined the value of such Class A common stock to be
equal to the redemption value of such shares of Class A common stock, after
taking into consideration the terms of the Company's Amended and Restated
Certificate of Incorporation, under which a redemption cannot result in net
tangible assets being less than $5,000,001. Management has now determined, after
consultation with its advisors, that the shares of Class A common
stock underlying the units issued during the initial public offering can be
redeemed or become redeemable subject to the occurrence of future events
considered to be outside the Company's control. Therefore, management has
concluded that the redemption value of its shares of Class A common stock
subject to possible redemption should reflect the possible redemption of all
shares of Class A common stock. As a result, management has noted a
reclassification error related to temporary equity and permanent equity. This
has resulted in a restatement of the initial carrying value of the shares of
Class A common stock subject to possible redemption, with the offset recorded to
additional paid-in capital (to the extent available), accumulated deficit
and shares of Class A common stock. In addition, in connection with the change
in presentation for the Class A common stock subject to possible redemption, the
Company has determined it should restate its earnings per share calculation to
allocate income and losses shared pro rata between the two classes of its
shares. This presentation contemplates a business combination as the most likely
outcome, in which case, both classes of shares share pro rata in the income and
losses of the Company.
On November 22, 2021, 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 (i) audited balance
sheet as of December 8, 2020 (the "Audited Balance Sheet") filed as Exhibit 99.1
to the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission (the "SEC") on December 14, 2020, as amended as set forth in
the Restated Form 10-K (as defined below), (ii) audited financial statements for
the year ended December 31, 2020 (together with the Audited Balance Sheet, the
"Audited Affected Financials"), as reported in the Company's Annual Report on
Form 10-K/A filed with the SEC on May 14, 2021 (the "Restated Form 10-K"), (iii)
unaudited financial statements as of March 31, 2021 (the "Q-1 Unaudited
Financials") contained in the Company's Quarterly Report on Form 10-Q filed with
the SEC on May 28, 2021, (iv) unaudited financial statements as of June 30, 2021
(together with the Q-1 Unaudited Financials, the "Unaudited Affected
Financials") contained in the Company's Quarterly Report on Form 10-Q filed with
the SEC on August 13, 2021 and (v) Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2021 filed with the SEC on November 10,
2021, should no longer be relied upon due to the error described above. The
Company intends to reflect the error in an amendment to (1) its Annual Report on
Form 10-K for the year ended December 31, 2020 (to include restatements with
respect to the Audited Affected Financials) (the "Amended Form 10-K") and (2)
its Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2021 (to include restatements with respect to the Unaudited Affected Financials)
(the "Amended Form 10-Q"). Similarly, the related press releases, stockholder
communications, investor presentations or other communications describing
relevant portions of the Company's financial statements for these periods,
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 error 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 and the
Amended Form 10-Q.
The Audit Committee and management have discussed the matters disclosed pursuant
to this Item 4.02(a) with the Company's independent accountant.
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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/A for the year
ended December 31, 2020 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/A for the year ended
December 31, 2020 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.
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