Form 8-K - Current report

 

 

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, 2024

 

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 7.01.  Regulation FD Disclosure.

 

On August 16, 2024, Fintech Ecosystem Development Corp. (the “Company”) issued a press release announcing that due to the Company’s inability to consummate an initial business combination or fund an extension within the time period required by its Amended and Restated Certificate of Incorporation (the “Amended Charter”), the Company intends to dissolve and liquidate in accordance with the provisions of its Amended Charter and will redeem all of the outstanding Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.69 (without giving effect to any interest that may be withdrawn to pay for taxes and dissolution expenses).

 

The Company has selected August 23 as the effective date for the purpose of determining when the holders of Public Shares will be entitled to receive their share of the liquidation proceeds. As of the close of business on August 29, 2024, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.

 

In order to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest-bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after August 16, 2024.

 

The Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding Class B common stock issued prior to the Company’s initial public offering.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated August 16, 2024
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.
Date: August 16, 2024	By:	/s/ Saiful Khandaker
	Name:	Saiful Khandaker
	Title:	Chairman and Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

Press Release

 

Collegeville, PA, August 16, 2024.

 

Fintech Ecosystem Development Corp. (Nasdaq: FEXD) (the “Company”) announced the following today:

 

●	The Company anticipates that the Company cannot consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation.

 

●	Accordingly, the Company intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Certificate of Incorporation.

 

●	As part of that dissolution and liquidation, the Company will redeem all of the outstanding shares of Class A common stock that were included in its initial public offering (the “Public Shares”) at a per-share redemption price of approximately $10.69.

 

The Company has selected August 23 as the effective date for the purpose of determining when the holders of Public Shares will be entitled to receive their share of the liquidation proceeds. As of the close of business on or before August 29, 2024, the Public Shares will represent the right to receive the redemption amount. Upon redemption such Public Shares will be deemed cancelled.

 

To provide for fund disbursements from the trust account, the Company has instructed the trust account’s trustee to take all necessary actions to liquidate the trust account. The trust account’s proceeds will be held in a non-interest-bearing account while awaiting disbursement to the holders of the Public Shares.

 

Record holders may redeem their shares for their pro-rata portion of the trust account’s proceeds by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action to receive the redemption amount. The redemption of the Public Shares is expected to be completed on August 30, 2024.

 

The Company’s initial stockholders have waived their redemption rights with respect to its outstanding common stock issued before the Company’s initial public offering.

 

About Fintech Ecosystem Development Corp.

 

Fintech Ecosystem Development Corp. (Nasdaq: FEXD) is a special purpose acquisition company formed for the purpose of effecting one or more business combinations with an intent to focus on the financial technology sector. FEXD is sponsored by Revofast LLC and the management team led by Chief Executive Officer, President and founder Dr. Saiful Khandaker and a team of experienced Fintech business and technology innovators. 

 

For additional information, please visit www.fintechecosys.com.

 

Forward-Looking Statements

 

This press release 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. Such forward-looking statements are based on the beliefs and reasonable assumptions of management, and actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statements after the date of this release, except as required by law.

 

Cover	Aug. 16, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 16, 2024
Entity File Number	001-40914
Entity Registrant Name	FINTECH ECOSYSTEM DEVELOPMENT CORP.
Entity Central Index Key	0001852407
Entity Tax Identification Number	86-2438985
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 Springhouse Drive
Entity Address, Address Line Two	Suite 204
Entity Address, City or Town	Collegeville
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19426
City Area Code	610
Local Phone Number	226-8101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A common stock, one right and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, one right and one-half of one redeemable warrant
Trading Symbol	FEXDU
Security Exchange Name	NASDAQ
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	FEXD
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	FEXDW
Security Exchange Name	NASDAQ
Rights included as part of the units
Title of 12(b) Security	Rights included as part of the units
Trading Symbol	FEXDR
Security Exchange Name	NASDAQ

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