Item 1.01. Entry into a Material Definitive Agreement.
On June 28, 2021, FinTech Acquisition Corp. VI (the "Company") consummated the
sale of 25,000,000 units (the "Units") in its initial public offering (the
"IPO"), which includes 3,000,000 Units purchased by the Underwriters to cover
over-allotments. Each Unit consists of one share of the Company's Class A common
stock, par value $0.0001 per share ("Common Stock"), and one fourth of one
warrant (each, a "Warrant"), where each whole Warrant entitles the holder to
purchase one share of Common Stock for $11.50 per share. The Units were sold in
the IPO at an offering price of $10.00 per Unit for gross proceeds of
$250,000,000 (before underwriting discounts and commissions and offering
expenses). Pursuant to the Underwriting Agreement (defined below), the Company
granted the underwriters in the IPO (the "Underwriters") a 45-day option to
purchase up to 3,300,000 additional Units solely to cover over-allotments, if
any (the "Over-Allotment Option"); and on June 23, 2021, the Underwriters
notified the Company that they were partially exercising the Over-Allotment
Option for 3,000,000 Units and waiving the remainder of the Over-Allotment
Option. As a result of the Underwriters' determination not to fully exercise the
Over-Allotment Option, certain of the Company's initial stockholders forfeited
an aggregate of 100,000 shares of the Company's Class B common stock.
Immediately following the consummation of the IPO, there were an aggregate of
34,253,333 shares of the Company's common stock issued and outstanding.
In connection with the closing of the IPO, the Company entered into the
following agreements, forms of which were previously filed as exhibits to the
Company's registration statement on Form S-1 (File No. 333-253422) for the IPO,
originally filed with the Securities and Exchange Commission (the "Commission")
on February 24, 2021 (as amended, the "Registration Statement"):
? An Underwriting Agreement, dated June 23, 2021 (the "Underwriting Agreement"),
between the Company and Cantor Fitzgerald & Co. ("Cantor"), as representative
of the Underwriters;
? An Investment Management Trust Agreement, dated June 23, 2021, between the
Company and Continental Stock Transfer & Trust Company;
? A Warrant Agreement, dated June 23, 2021, between the Company and Continental
Stock Transfer & Trust Company;
? A Registration Rights Agreement, dated June 23, 2021, between the Company and
certain security holders of the Company;
? A Letter Agreement, dated June 23, 2021, by and among the Company, its officers
and directors and certain of the Company's security holders;
? A Unit Subscription Agreement, dated June 23, 2021, between the Company and
FinTech Investor Holdings VI, LLC;
? A Unit Subscription Agreement, dated June 23, 2021, between the Company and
Cantor; and
? An Administrative Services Agreement, dated June 23, 2021, between the Company
and FinTech Masala, LLC.
A description of the material terms of each of these agreements is included in
the Registration Statement and incorporated herein by this reference.
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO, the Company consummated the
issuance and sale ("Private Placement") of 690,000 Units (the "Placement Units")
in a private placement transaction at a price of $10.00 per Placement Unit,
generating gross proceeds of $6,900,000. The Placement Units were purchased by
Cantor (110,000 Units) and one of the Company's sponsors, FinTech Investor
Holdings VI, LLC (580,000 Units). The Warrants included in the Placement Units
are identical to the Warrants included in the IPO Units except that, so long as
they are held by Cantor, the Sponsor or their permitted transferees (a) they are
not redeemable by the Company, (b) they (including the underlying Common Stock)
may not be transferred, assigned or sold until 30 days after the consummation of
the Company's initial business combination, subject to certain limited
exceptions, and (c) they may be exercised on a cashless basis. No underwriting
discounts or commissions were paid with respect to such sale. The issuance of
the Placement Units was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth under Item 5.03 is incorporated herein by this
reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On June 24, 2021, in connection with the IPO, the Company filed its amended and
restated certificate of incorporation (the "Amended and Restated Certificate")
with the Secretary of State of the State of Delaware. A description of the
material terms of the Amended and Restated Certificate is included in the
Registration Statement and incorporated herein by this reference. In addition, a
copy of the Amended and Restated Certificate is attached hereto as Exhibit 3.1
and is incorporated herein by this reference.
Item 8.01. Other Events.
A total of $250,000,000 of the net proceeds from the IPO and the Private
Placement (which includes approximately $10.6 million of the Underwriters'
deferred discount) were placed in a trust account established for the benefit of
the Company's public stockholders at JP Morgan Chase Bank, N.A., with
Continental Stock Transfer & Trust Company acting as trustee. Except for the
withdrawal of interest to pay taxes (or dissolution expenses if a business
combination is not consummated), none of the funds held in the trust account
will be released until the earlier of (i) the completion of the Company's
initial business combination, (ii) the redemption of any shares of Common Stock
issued in the IPO properly submitted in connection with a stockholder vote to
amend the Amended and Restated Certificate (A) to modify the substance or timing
of the Company's obligation to redeem 100% of its Common Stock if it does not
complete an initial business combination within 18 months from the completion of
the IPO or (B) with respect to any other provisions relating to stockholders'
rights or pre-initial business combination activity and (iii) the redemption of
all shares of Common Stock issued in the IPO if the Company is unable to
consummate an initial business combination within 18 months from the completion
of the IPO.
A copy of the press release issued by the Company on June 23, 2021 regarding the
pricing of the IPO is included as Exhibit 99.1 to this Current Report on Form
8-K.
A copy of the press release issued by the Company on June 28, 2021 regarding the
closing of the IPO is included as Exhibit 99.2 to this Current Report on Form
8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated June 23, 2021, between the Company and
Cantor Fitzgerald & Co.
3.1 Amended and Restated Certificate of Incorporation, filed with the
Secretary of State of the State of Delaware on June 24, 2021.
4.1 Warrant Agreement, dated June 23, 2021, between Continental Stock
Transfer & Trust Company and the Company.
10.1 Letter Agreement, dated June 23, 2021, by and among the Company and
certain security holders, officers and directors of the Company.
10.2 Investment Management Trust Agreement, dated June 23, 2021, between
Continental Stock Transfer & Trust Company and the Company.
10.3 Registration Rights Agreement, dated June 23, 2021, between the
Company and certain security holders of the Company.
10.4 Unit Subscription Agreement, dated June 23, 2021, between the
Company and FinTech Investor Holdings VI, LLC.
10.5 Unit Subscription Agreement, dated June 23, 2021, between the
Company and Cantor Fitzgerald & Co.
10.6 Administrative Services Agreement, dated June 23, 2021, between the
Company and FinTech Masala, LLC.
99.1 Press Release dated June 23, 2021 (pricing of the IPO).
99.2 Press Release dated June 28, 2021 (closing of the IPO).
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