Item 1.01 Entry Into A Material Definitive Agreement.
As previously announced,
Under the Original Merger Agreement, each of eToro and the Company had the right
to terminate the Original Merger Agreement as of, and the Subscription
Agreements were scheduled to terminate automatically in accordance with their
terms on,
In order to facilitate the completion of the transactions contemplated by the
Original Merger Agreement and the Subscription Agreements, on
Under the Merger Agreement Amendment, the parties agreed, among other things, to
extend the Outside Date (as defined in the Original Merger Agreement) from
Under the Amended Subscription Agreements, the relevant parties agreed, among
other things, to extend the date on which the Subscription Agreements would have
otherwise automatically terminated from
The consummation of the Business Combination remains subject to the satisfaction of customary closing conditions, including the effectiveness of eToro's registration statement on Form F-4 relating to the Business Combination and receipt of the requisite approvals of the eToro shareholders and the Company stockholders.
Exhibits
A copy of the Merger Agreement Amendment and the form of the amendment to the Subscription Agreements comprising a part of the Amended Subscription Agreements are filed herewith as Exhibit 2.1 and Exhibit 10.1, respectively, and the foregoing descriptions of each of the Merger Agreement Amendment and the form of the amendment to the Subscription Agreements are qualified in their entirety by reference thereto.
Additional Information About the Business Combination and Where to Find It
eToro has submitted a registration statement on Form F-4 to the
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
1 (a) assumes that (i) none of the Company stockholders exercise their redemption rights, (ii) the aggregate amount of PIPE financing is$441 million , (iii) the Self-Tender Offer (as defined in the Merger Agreement) is adjusted in accordance with the Amended Subscription Agreements and is fully subscribed and (iv) the Split Factor (as defined in the Merger Agreement) is approximately 38 and (b) includes (i) sponsor shares that are not subject to price-based transfer restrictions following closing, (ii) eToro options and (iii) the Pre-PIPE Conversion (as defined in the Merger Agreement) occurring at$6.32 per share. 1 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 stockholders of
the Company in connection with the proposed business combination under the rules
of the
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
business combination between the Company and eToro and the business and
operations of eToro. Forward-looking statements may be identified by the use of
the words such as "estimate," "plan," "project," "forecast," "intend," "expect,"
"anticipate," "believe," "seek," "strategy," "future," "opportunity," "may,"
"target," "should," "will," "would," "will be," "will continue," "will likely
result," or similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements as to the expected
timing, completion and effects of the proposed business combination, eToro's
present and future plans for its business and operations and eToro's
expectations as to market results and conditions; are based on various
assumptions, whether or not identified in this communication, and on the current
expectations of eToro's and the Company's management; are not predictions of
actual performance; and are subject to risks and uncertainties. These
forward-looking statements are subject to a number of risks and uncertainties,
including but not limited to: the risk that the proposed business combination
may not be completed in a timely manner or at all; the failure to satisfy the
conditions to the consummation of the proposed business combination; the
occurrence of any event, change or other circumstance that could give rise to
the termination of the proposed merger agreement; the amount of redemption
requests made by the Company's public stockholders; the effect of the
announcement or pendency of the proposed business combination on eToro's
business; risks that the proposed business combination disrupts current plans
and operations of eToro; potential difficulties in retaining eToro customers and
employees; eToro's estimates of its financial performance; changes in general
economic or political conditions; changes in the markets in which eToro
competes; slowdowns in securities trading or shifting demand for security
trading product; the impact of natural disasters or health epidemics, including
the ongoing COVID-19 pandemic; legislative or regulatory changes; the evolving
digital asset market, including the regulation thereof; competition; conditions
related to eToro's operations in
2
Any financial information or projections in this communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond eToro's and the Company's control. The inclusion of financial information or projections in this communication should not be regarded as an indication that eToro or the Company, or their respective representatives and advisors, considered or consider the information or projections to be a reliable prediction of future events.
This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral forward-looking statements concerning the Company and eToro, the Business Combination or other matters and attributable to the Company and eToro or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Disclaimer
This communication is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, the securities of eToro, the Company or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as ofDecember 30, 2021 , by and among eToroGroup Ltd. ,Buttonwood Merger Sub Corp. , andFinTech Acquisition Corp. V 10.1 Form of amendments to certain Subscription Agreements, datedMarch 16, 2021 , between eToroGroup Ltd. and the subscribers signatory thereto 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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