Item 8.01. Other Events.
Adjournment
On March 14, 2023, Fintech Ecosystem Development Corp. (the "Company") filed a
proxy statement (the "Extension Proxy Statement") for a special meeting of its
stockholders (the "Extension Meeting") to be held on at 10:00 a.m., Eastern
time, on April 12, 2023 to consider and act upon a proposal (the "Original
Extension Proposal") to extend the date by which the Company must complete an
initial business combination for a maximum of twelve (12) additional one month
periods (each one month extension, 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 Extension Proxy
Statement at the website of the U.S. Securities and Exchange Commission
(www.sec.gov).
Under the Original Extension Proposal, Revofast LLC (the "Sponsor") would have
agreed to, or caused a designee to, make an Extension Loan (as defined below) of
an aggregate of $0.055 for each public share that is 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 the Extended Date, or portion
thereof, that is needed to complete our initial business combination.
On April 11, 2023, the Company issued a press release announcing that it intends
to adjourn, without conducting any business, the Extension Meeting, and to
reconvene the Extension Meeting at 10:00 a.m., Eastern time, on April 20, 2023,
for the purpose of the Company amending the terms of the Original Extension
Proposal (as amended, the "Amended Extension Proposal"). Pursuant to the Amended
Extension Proposal, the Extension Loan, has been amended from $0.055 for each
public share that is not redeemed, to the lesser of $0.055 for each public share
that is not redeemed and an aggregate of $110,000. A copy of such press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K. In connection
with the adjournment of the Extension 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 portion of the funds available
in the Company's trust account, or to withdraw any previously delivered demand
for redemption, to 5:00 p.m., Eastern time, on April 18, 2023 (two business days
before the adjourned Extension Meeting).
Supplement to the Extension Proxy Statement
On April 11, 2023, the Company announced in a press release the terms of the
Amended Extension Proposal.
Accordingly, the corresponding text of the "Letter to Stockholders of Fintech
Ecosystem Development Corp." and the "Notice of Special Meeting of Stockholders"
of the Extension Proxy Statement is amended as follows (with additions and
deletions marked):
"If the Extension Amendment Proposal is approved, the Sponsor has agreed to, or
to cause a designee to, loan to us, pursuant to a promissory note (the
"Promissory Note") an aggregate of the lesser of (x) $110,000 or (y) $0.055 for
each public share that is 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 the Extended Date, or portion thereof, that is needed to
complete our initial business combination (each, an "Extension Loan"). Each
Extension Loan in respect of an Extension Period will be deposited in the trust
account on or prior to the commencement of such Extension Period. Accordingly,
the amount deposited 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 to be
loaned by the Sponsor or its designees will be an aggregate of $7,590,000
$1,320,000 (assuming all twelve (12) Extension Periods are utilized), and this
amount would not change if 50% of the public shares are redeemed and accordingly
50% of our public shares remain outstanding in connection with the Extension,
then the maximum amount to be loaned by the Sponsor or its designees will be an
aggregate of $3,795,000 (assuming all twelve (12) Extension Periods are
utilized). Amounts due under the Promissory Note will not bear interest and will
be repayable by us to the Sponsor or its designees upon consummation of our
initial business combination."
The answer to the question, "What amount will holders receive upon consummation
of a subsequent business combination or liquidation if the Extension Amendment
Proposal is approved?" on Page 4 of the Extension Proxy Statement is amended as
follows (with additions and deletions marked):
"If the Extension Amendment Proposal is approved, the Sponsor has agreed to, or
to cause a designee to, contribute to the Company as an Extension Loan an
aggregate of the lesser of (x) $110,000 or (y) $0.055 for each public share that
is not redeemed, for each calendar month (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 the
Extended Date, or portion thereof, that is needed to complete our initial
business combination. For example, if we take until July 20, 2023 to complete
the Business Combination (or another initial business combination), which would
represent three calendar month Extensions, the Sponsor or its designees would
make aggregate Extension Loans representing the lesser of (x) $330,000 or (y)
$0.165 per public share that is 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 conditioned upon the implementation of the Extension Amendment. No
Extension Loan will occur if the Extension Amendment is not approved or the
Extension is not completed. The Extension Loans will not bear interest and will
be repayable by us to the Sponsor or its designees upon consummation of our
initial business combination (in cash or, at the option of the Sponsor or its
designees, 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 Extension Amendment Proposal is approved, the Sponsor will, or will
cause a designee to, contribute to the Company as a loan an aggregate 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
on 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 portion thereof, that is needed to complete an initial business
combination (the "Contribution"). For example, if we take until July 20, 2023,
to complete the Business Combination (or another initial business combination),
which would represent three calendar months, the Sponsor or its designees would
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 in the trust
account on or prior to the commencement of the applicable Extension (or portion
thereof)."
The corresponding text of the "Proposed First Amendment to the Amended and
Restated Certificate of Incorporation of Fintech Ecosystem Development Corp." on
Annex A of the Extension Proxy Statement should be amended to read as set forth
on Exhibit 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 record of the Company's Class A Common Stock and Class B Common
Stock at the close of business on March 1, 2023, which is the record date for
the adjourned Extension Meeting, are entitled to vote and have their votes
counted at the adjourned Extension Meeting, and any adjournments or
postponements thereof. As of the close of business on March 1, 2023, there were
14,432,500 shares of Common Stock issued and outstanding and entitled to vote.
Each share of Common Stock is entitled to one vote per share at the adjourned
Extension Meeting.
All holders of shares of Class A Common Stock, regardless of whether they vote
for or against the Amended Extension Proposal or do not vote at all, may elect
to convert their shares of Class A Common Stock into their pro rata portion of
the amounts then held in the Company's trust account if the Amended Extension
Proposal is implemented. To exercise your redemption rights, you must demand in
writing that your shares of Class A Common Stock are redeemed for a pro rata
portion of the funds held in the Company's trust account and tender your shares
to Continental Stock Transfer & Trust Company, the Company's transfer agent, at
least two business days prior to the date of the adjourned Extension Meeting. In
order to exercise your redemption right, you need to identify yourself as a
beneficial holder and provide your legal name, phone number and address in your
written demand. You may tender your shares of Class A Common Stock by either
delivering your share certificate to the transfer agent or by delivering your
shares electronically using The Depository Trust Company's DWAC
(Deposit/Withdrawal At Custodian) System. If you hold the shares of Class A
Common Stock in street name, you will need to instruct the account executive at
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 Extension Proxy Statement and other
documents that the Company has filed with the U.S. Securities and Exchange
Commission, together with this supplement, for more complete information about
the Company and the Amended Extension Proposal. Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Extension
Proxy Statement. If you have questions about the Amended Extension Proposal or
if you need additional copies of the Extension Proxy Statement or the 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: fexd.info@investor.morrowsodali.com
Item 9.01 Financial Statements and Exhibits.
(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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