Item 7.01. Regulation FD.
On
FEXD hereby furnishes the information in this Item 7.01, including Exhibit 99.1
attached hereto. This information is not deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing of FEXD under the Securities
Act of 1933, as amended (the "Securities Act"), in each case, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing. Other documents filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release of FEXD datedOctober 17, 2022 announcing approval of extension. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) AboutRana Financial Inc.
For additional information, please visit www.ranaexpressus.com
About
Afinoz's Fintech platform allows users to obtain loans through its website
www.afinoz.com and mobile phone application, which make loans available and
affordable to millions of Indian workers and unbanked users by providing access
at a low cost. Afinoz's platform has 50+ lending partners. Afinoz's database of
registered users in
For additional information, please visit www.afinoz.com
About
For additional information, please visit www.fintechecosys.com.
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Important Information and Where to Find It
This Current Report on Form 8-K release relates to proposed transactions between
FEXD, on the one hand, and each of Rana and Afinoz, on the other hand. This
Current Report on Form 8-K does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the transaction,
FEXD intends to file relevant materials with the
Participants in the Solicitation
FEXD, Rana and Afinoz and their respective directors and certain of their
respective executive officers and other members of management and employees may
be considered participants in the solicitation of proxies with respect to the
transaction. Information about the directors and executive officers of FEXD will
be set forth in the proxy statement and other relevant materials to be filed
with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Forward-Looking Statements
The information in this Current Report on Form 8-K release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this presentation, regarding FEXD's proposed acquisition of Rana and Afinoz, FEXD's ability to consummate the transaction, the development and performance of the products of Rana and Afinoz (including the timeframe for development of such products), the benefits of the transaction and the combined company's future financial performance, as well as the combined company's strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by
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applicable law, FEXD, Rana and Afinoz disclaim any duty to update any
forward-looking statements, all of which are expressly qualified by the
statements in this section, to reflect events or circumstances after the date of
this Current Report on Form 8-K. FEXD, Rana and Afinoz caution you that these
forward-looking statements are subject to numerous risks and uncertainties, most
of which are difficult to predict and many of which are beyond the control of
any of FEXD, Rana or Afinoz. In addition, FEXD cautions you that the
forward-looking statements contained in this Current Report on Form 8-K are
subject to the following factors: (i) the risk that the transaction may not be
completed in a timely manner or at all, (ii) the failure to satisfy the
conditions to the consummation of the transaction, including the approval by the
stockholders of FEXD and the receipt of certain governmental and regulatory
approvals, (iii) the inability to complete any additional financings, (iv) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the business combination agreements, (v) the outcome of any
legal proceedings that may be instituted against Rana, Afinoz and/or FEXD
related to the business combination agreements or the transactions contemplated
thereby, (vi) the ability to maintain the listing of FEXD stock following the
business combinations, (vii) volatility in the price of FEXD's securities,
(viii) costs related to the transactions and the failure to realize anticipated
benefits of the transactions or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated stockholder
redemptions, (ix) the effect of the announcement or pendency of the transaction
on Rana's and/or Afinoz's business relationships, operating results, performance
and businesses generally, (x) risks that the transactions disrupt current plans
and operations of Rana and/or Afinoz, (xi) changes in the capital structure of
FEXD following the business combinations, (xii) changes in the competitive
industries and markets in which Rana and Afinoz operate or plan to operate,
(xiii) changes in laws and regulations affecting Rana's and/or Afinoz's
business, (xiv) the ability to implement business plans, forecasts, and other
expectations after the completion of the transactions, and identify and realize
additional opportunities, (xv) risks related to the limited operating history or
Rana and Afinoz and the rollout of additional business offerings by Rana and
Afinoz, (xvi) risks related to Rana's and Afinoz's potential inability to
achieve or maintain profitability and generate cash, (xvii) current and future
conditions in the global economy, including as a result of the impact of
the COVID-19 pandemic, and their impact on Rana and Afinoz, their business and
markets in which they operate, and (xviii) the potential inability of Rana
and/or Afinoz to manage growth effectively. Should one or more of the risks or
uncertainties described in this Current Report on Form 8-K, or should underlying
assumptions prove incorrect, actual results and plans could different materially
from those expressed in any forward-looking statements. The foregoing list of
risks is not exhaustive. Additional information concerning these and other
factors that may impact the operations and projections discussed herein can be
found in FEXD's periodic and other filings with the
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