References in this report (this "Quarterly Report") to "we," "us" or the "Company" refer to FinTech Acquisition Corp. III; references to our "management" or our "management team" refer to our officers and directors; and references to the "Sponsors" refers to FinTech Investor Holdings III, LLC, FinTech Masala Advisors, LLC and 3FIII, LLC. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of this Quarterly Report and the Company's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the U.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.





Recent Developments

On August 3, 2020, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with GTCR-Ultra Holdings, LLC ("Seller"), GTCR Ultra-Holdings II, LLC ("Holdings"), FinTech Acquisition Corp. III Parent Corp. ("Parent"), the Company, FinTech III Merger Sub Corp. ("Merger Sub"), GTCR/Ultra Blocker, Inc. ("Blocker"), and GTCR Fund XI/C LP ("Blocker Seller"), as described in Item 1, Note 6, above.





Overview

We are a blank check company incorporated on March 20, 2017 in Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar Business Combination with one or more target businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Placement Units that occurred simultaneously with the completion of the Initial Public Offering, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a Business Combination:





  ? may significantly dilute the equity interest of investors in the Company;

  ? may subordinate the rights of holders of common stock if preferred stock is
    issued with rights senior to those afforded our common stock;

  ? could cause a change in control if a substantial number of shares of our
    common stock is issued, which may affect, among other things, our ability to
    use our net operating loss carry forwards, if any, and could result in the
    resignation or removal of our present officers and directors;

  ? may have the effect of delaying or preventing a change of control of us by
    diluting the stock ownership or voting rights of a person seeking to obtain
    control of us; and

  ? may adversely affect prevailing market prices for our common stock and/or
    warrants.




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Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:





  ? default and foreclosure on our assets if our operating revenues after an
    initial Business Combination are insufficient to repay our debt obligations;




  ? acceleration of our obligations to repay the indebtedness even if we make all
    principal and interest payments when due if we breach certain covenants that
    require the maintenance of certain financial ratios or reserves without a
    waiver or renegotiation of that covenant;

  ? our immediate payment of all principal and accrued interest, if any, if the
    debt security is payable on demand and the lender demands payment;

  ? limitations on our ability to obtain additional financing if the debt security
    contains covenants restricting our ability to incur debt;

  ? our inability to pay dividends on our common stock due to covenants limiting
    or prohibiting dividends;

  ? using a substantial portion of our cash flow to pay principal and interest on
    our debt, which will reduce, or possibly eliminate, the funds available for
    use as dividends on our common stock, expenses, capital expenditures,
    acquisitions and other general corporate purposes;

  ? limitations on our flexibility in planning for and reacting to changes in our
    business and in the industry in which we operate;

  ? increased vulnerability to adverse changes in general economic, industry and
    competitive conditions and adverse changes in government regulation; and

  ? limitations on our ability to borrow additional amounts for expenses, capital
    expenditures, acquisitions, debt service requirements, execution of our
    strategy and other purposes and other disadvantages compared to our
    competitors who have less debt.

In March 2020, the COVID-19 outbreak was declared a National Public Health Emergency that continues to spread throughout the world and has adversely impacted global activity and contributed to significant declines and volatility in financial markets. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the coronavirus outbreak. Nevertheless, the outbreak presents uncertainty and risk with respect to the Company and its ability to successfully complete a Business Combination.





Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to September 30, 2020 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination and the potential acquisition, as more fully described in Item 1, Note 6, above. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on investments held after the Initial Public Offering. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the three months ended September 30, 2020, we had net loss of $1,501,582, which consisted of operating costs of $1,469,109 and franchise taxes of $50,000, offset by interest income on investments held in the Trust Account of $8,895 and a benefit from income taxes of $8,632.

For the nine months ended September 30, 2020, we had net loss of $903,187, which consisted of operating costs of $2,245,989, franchise taxes of $150,000 and a provision for income taxes of $356,947, offset by interest income on investments held in the Trust Account of $1,849,749.

For the three months ended September 30, 2019, we had net income of $1,095,316, which consisted of interest income on marketable securities held in the Trust Account of $2,035,795, offset by operating costs of $473,462, franchise taxes of $50,000 and a provision for income taxes of $417,017.

For the nine months ended September 30, 2019, we had net income of $3,471,540, which consisted of interest income on marketable securities held in the Trust Account of $6,230,060, offset by operating costs of $1,328,166, franchise taxes of $150,000 and a provision for income taxes of $1,280,354.





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Liquidity and Capital Resources

On November 20, 2018, we consummated the Initial Public Offering of 34,500,000 Units at a price of $10.00 per Unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units at $10.00 per Unit, generating gross proceeds of $345,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 930,000 Placement Units to the sponsors and Cantor at a price of $10.00 per Unit, generating gross proceeds of $9,300,000.

Following the Initial Public Offering and the sale of the Placement Units, a total of $345,000,000 was placed in the Trust Account. We incurred $21,527,278 in transaction costs related to the Initial Public Offering, including $6,000,000 of underwriting fees, $14,700,000 of deferred underwriting fees and $827,278 of other costs.

For the nine months ended September 30, 2020, cash used in operating activities was $2,142,743, resulting primarily from net loss of $903,187 and interest earned on investments held in the Trust Account of $1,849,749. Changes in operating assets and liabilities provided $610,193 of cash from operating activities.

For the nine months ended September 30, 2019, cash used in operating activities was $2,829,469, resulting primarily from net income of $3,471,540 and interest earned on marketable securities held in the Trust Account of $6,230,060. Changes in operating assets and liabilities used $70,949 of cash from operating activities.

At September 30, 2020, we had cash and investments held in the Trust Account of $352,842,431. During the nine months ended September 30, 2020, we withdrew $867,023 of interest earned on the Trust Account to pay our franchise and income tax obligations. We intend to use substantially all of the funds held in the Trust Account (excluding deferred underwriting commissions and interest to pay taxes) to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect our Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business or businesses.

At September 30, 2020, we had cash of $75,278 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and complete a Business Combination.

On March 6, 2020, we entered into a convertible promissory note with our Chairman of the Board and our Chief Executive Officer (the "Lenders") pursuant to which the Lenders agreed to loan us up to an aggregate principal amount of $1,500,000 (the "Promissory Note"). The Promissory Note is non-interest bearing and due on the date on which we consummate a Business Combination. If we do not consummate a Business Combination, we may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. Up to $1,500,000 of the Promissory Note may be converted into warrants at a price of $1.00 per warrant at the option of the Lenders. The warrants would be identical to the placement warrants. As of September 30, 2020, the outstanding balance under the Promissory Note amounted to an aggregate of $900,000.





Liquidity and Going Concern

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our sponsors, members of our management team or any of their respective affiliates or other third parties may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

As noted above, on March 6, 2020, we entered into the Promissory Note with the Lenders pursuant to which the Lenders agreed to loan us up to an aggregate principal amount of $1,500,000. As of September 30, 2020, the outstanding balance under the Promissory Note amounted to an aggregate of $900,000.

If our estimate of undertaking in-depth due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to consummate our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. Following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Our liquidity and mandatory liquidation date raises substantial doubt about our ability to continue as a going concern through November 20, 2020, our scheduled liquidation date.





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Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.





Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the sponsors a monthly fee of $10,000 for office space, utilities, secretarial support and administrative services provided to us. We began incurring these fees on November 15, 2018 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination or our liquidation.

We have an agreement to pay the underwriters a deferred fee of $14,700,000, which will become payable to the representative of the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

In addition, we have arrangements with third party consultants to provide services to us relating to the identification of and negotiation with potential targets, assistance with due diligence, marketing, financial analyses and investor relations.





Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common Stock Subject to Possible Redemption

We account for our common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of our condensed balance sheets.





Net Loss per Common Share

We apply the two-class method in calculating earnings per share. Net income per common share, basic and diluted for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A redeemable common stock outstanding for the period. Net loss per common share, basic and diluted for Class A and Class B non-redeemable common stock is calculated by dividing the net income, less income attributable to Class A redeemable common stock, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the periods.





Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.





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