Form 425 - Prospectuses and communications, business combinations

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 16, 2023

 

FINTECH ECOSYSTEM DEVELOPMENT CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40914		86-2438985
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

100 Springhouse Drive, Suite 204, Collegeville, PA		19426
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, one right and one-half of one redeemable warrant		FEXDU		The Nasdaq Capital Market
Class A common stock, par value $0.0001 per share		FEXD		The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		FEXDW		The Nasdaq Capital Market
Rights included as part of the units		FEXDR		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

As previously announced, on September 9, 2022, Fintech Ecosystem Development Corp., a Delaware corporation (the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Monisha Sahni of Flat No. 104, Sharjah Main City, Shk Majed Bin Saqr Al Qasimi St Sharjah – 500001 UNITED ARAB EMIRATES (“Sahni”), Rachna Suneja of 2470, Hudson Line, Kingsway Camp, GTB Nagar, Delhi – 110009 INDIA (“Suneja”), Ritscapital, LLC, a limited liability company organized in the United Arab Emirates (“RITS” and collectively, the “Members”), and Sahni as representative of the Members (“Member Representative”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”

 

As previously disclosed, on May 24, 2023, the Company, Sahni, Suneja, RITS, and the Member Representative entered into the First Amendment to the Business Combination Agreement (the “First Amendment”).

 

On August 16, 2023, the Company, Sahni, Suneja, RITS, and the Member Representative entered into the Second Amendment to the Business Combination Agreement (the “Second Amendment”). The Second Amendment amends the Business Combination Agreement to make certain changes to the board of directors of the Company, Mobitech International, LLC, and DS Finworld India Private Limited upon the closing of the Business Combination.

 

The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No.		Description
2.1		Second Amendment to Business Combination Agreement, dated as of August 16, 2023, by and among Fintech Ecosystem Development Corp., Sahni, Suneja, RITS, and the Member Representative.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	FinTech ECOSYSTEM DEVELOPMENT Corp.
	By:	/s/ Saiful Khandaker
	Name:	Saiful Khandaker
	Title:	Chairman and Chief Executive Officer

 

Date: August 17, 2023

 

 

2

 

 

Exhibit 2.1

 

SECOND AMENDMENT TO
BUSINESS COMBINATION AGREEMENT

August 16, 2023

 

This Second Amendment to Business Combination Agreement, dated as of August 14, 2023 (this “Amendment”) to that certain Business Combination Agreement, dated September 9, 2022 (the “BCA”), by and among Fintech Ecosystem Development Corp., a Delaware corporation (the “Company”), Monisha Sahni of Flat No. 104, Sharjah Main City, Shk Majed Bin Saqr Al Qasimi St Sharjah – 500001 UNITED ARAB EMIRATES (“Sahni”), Rachna Suneja of 2470, Hudson Line, Kingsway Camp, GTB Nagar, Delhi – 110009 INDIA (“Suneja”) and Ritscapital, LLC, a limited liability company organized in the United Arab Emirates (“RITS” and collectively, the “Members”), and Sahni as representative of the Members (“Member Representative”). The Company, Sahni, Suneja, RITS and Member Representative are collectively referred to as the “Parties” and each a “Party.” Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in the BCA.

 

WHEREAS, on September 9, 2022, the Parties entered into the BCA; and

 

WHEREAS, the Parties wish to amend the BCA to provide for the Board of Director appointment, as set forth herein.

 

1. Delete Section 7.17 of the BCA in its entirety, and replace it with the following:

 

SECTION 7.17. Governance Matters.

 

(a) Board of Directors. Upon the Closing, the Acquiror Board shall consist of (i) Dr. Saiful Khandaker, as Chairman, (ii) Robin Meister, Lynn Perkins, Bruce Brown and Dr. Rahul Kapoor, as independent directors, and (iii) Rachna Suneja and Ritesh Suneja as executive directors, and the board of directors of the Mobitech International, LLC shall consist of (i) Rachna Suneja as Chairman, and (ii) Monisha Sahni, and Saiful Khandaker as directors, and the board of directors of the DS Finworld India Private Limited, the India-based subsidiary of the Company shall consist of (i) Rachna Suneja as Chairman, and (ii) Saiful Khandaker and Ritesh Suneja as directors.

 

(b) Effectuation. Prior to the Closing, the parties shall take all action necessary to effectuate the provisions of this Section 7.17.

 

2. Miscellaneous Provisions. The parties hereto hereby agree that the provisions and obligations set forth in Sections 11.03 (Severability), 11.04 (Entire Agreement, Assignment), 11.05 (Parties in Interest), 11.06 (Governing Law), 11.08 (Headings), 11.09 (Counterparts), and 11.13 (Waiver) of the BCA shall apply, mutatis mutandis, to this Amendment.

 

[Signature Page to Follow]

 

 

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on their behalf by their duly authorized officers, this 14^th day of August, 2023.

 

	ACQUIROR:
	FINTECH ECOSYSTEM DEVELOPMENT CORP.
	/s/ Saiful Khandaker
	Name:	Saiful Khandaker
	Title:	Chief Executive Officer
	MEMBERS:
	/s/ Rachna Suneja
	RACHNA SUNEJA
	RITSCAPITAL, LLC
	/s/ Ritesh Suneja
	Name:	Ritesh Suneja
	Title:	President
	/s/ Monisha Sahni
	MONISHA SAHNI
	MEMBER REPRESENTATIVE:
	/s/ Monisha Sahni
	MONISHA SAHNI

 

 

 

 

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