Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on September 15, 2021, FinTech Acquisition Corp. V ("we," "us" or the "Company") issued a convertible promissory note (the "Promissory Note") to FinTech Masala, LLC (the "Lender"), an affiliate of the Company's sponsors, FinTech Investor Holdings V, LLC and FinTech Masala Advisors V, LLC. All or a portion of the amounts outstanding under the Promissory Note were previously convertible into units at a price of $10.00 per unit at the option of the Lender. On October 26, 2021, the Company and the Lender amended the Promissory Note to remove the conversion feature. On January 6, 2022, the Company and the Lender further amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $750,000 to $2,000,000. All other terms of the Promissory Note remain in full force and effect. On January 6, 2022, we borrowed an additional $850,000 under the Promissory Note.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description




10.1         Second Amendment to Promissory Note dated January 6, 2022 made by and
           between FinTech Acquisition Corp. V and FinTech Masala, LLC.
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.





                                       1

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.





                                       2

© Edgar Online, source Glimpses