Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) In connection with the preparation of FinTech Acquisition Corp. V's (the
"Company") financial statements as of March 31, 2022, the Company's management,
in consultation with its advisors, re-evaluated the Company's accounting for
complex financial instruments, specifically warrant liabilities. After further
review of the Company's warrant valuation as of December 31, 2021, it was
determined that an adjustment was required to the Company's financial statements
as of and for the year ended December 31, 2021. This has resulted in a
restatement of the affected financial statements.
On May 2, 2022, the audit committee of the board of directors of the Company
(the "Audit Committee"), based on the recommendation of and after consultation
with management, concluded that the Company's audited financial statements as of
and for the year ended December 31, 2021 (the "Audited Affected Financials"), as
reported in the Company's Annual Report on Form 10-K filed with the SEC on
February 18, 2022 (the "Form 10-K"), should no longer be relied upon due to the
restatement described above. The Company intends to reflect the restatement of
the Audited Affected Financials in an amendment to its Annual Report on
Form 10-K for the year ended December 31, 2021 (the "Amended Form 10-K").
Similarly, the related press releases, stockholder communications, investor
presentations or other communications describing relevant portions of the
Audited Affected Financials, should no longer be relied upon.
The Company does not expect the changes described above to have any impact on
its cash position or the balance held in the trust account.
The Company's management has concluded that in light of the restatement
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective. The Company's remediation plan with respect to
such material weakness will be described in more detail in the Amended Form
10-K.
The Audit Committee and management have discussed the matters disclosed pursuant
to this Item 4.02(a) with the Company's independent accountant.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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 for the year ended
December 31, 2021 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.
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 for the year ended
December 31, 2021 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.
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