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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 18, 2024
FINTECH ECOSYSTEM DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40914 | 86-2438985 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 100 Springhouse Drive, Suite 204, Collegeville, PA | 19426 | |
| (Address of principal executive offices) | (Zip Code) |
(610) 226-8101
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock, one right and one-half of one redeemable warrant | FEXDU | The Nasdaq Capital Market | ||
| Class A common stock, par value $0.0001 per share | FEXD | The Nasdaq Capital Market | ||
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | FEXDW | The Nasdaq Capital Market | ||
| Rights included as part of the units | FEXDR | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on July 16, 2021, Fintech Ecosystem Development Corp., a Delaware corporation (the “Company”) entered into an agreement (the “Forward Purchase Agreement”) with Caltech Trading Corp., a New Jersey corporation (“Caltech”) as summarized in the Current Report on Form 8-K filed by the Company on October 20, 2021 (the “Prior 8-K”). Capitalized terms used but not defined herein have the meanings given to them in the Prior 8-K and/or the Forward Purchase Agreement.
On April 18, 2024, the Company and Caltech entered into an amendment to the Forward Purchase Agreement (the “Amendment”). The Amendment amends Section 1(a)(i) of the Forward Purchase Agreement regarding share consideration by changing the number and price of shares the Company shall issue and sell to Caltech to 20 million Forward Purchase Shares, for an aggregate purchase price of $100,000,000.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibits 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 10.1 | Forward Purchase Agreement Confirmation Amendment dated as of April 18, 2024. | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FINTECH ECOSYSTEM DEVELOPMENT CORP. | ||
| Date: April 22, 2024 | By: | /s/ Saiful Khandaker |
| Name: | Saiful Khandaker | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
FIRST AMENDMENT TO FORWARD PURCHASE AGREEMENT
This FIRST AMENDMENT TO FORWARD PURCHASE AGREEMENT, dated as of April 18, 2024 (this “Amendment”) to that certain Forward Purchase agreement, dated as of July 16, 2021 (the “FPA”), by and between the Company and the Purchaser, is entered into by and between Fintech Ecosystem Development Corp., a Delaware corporation (the “Company”), and Caltech Trading Corp., a New Jersey corporation (the “Purchaser”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the FPA.
WHEREAS, on July 16, 2021, the Company and the Purchaser entered into the FPA.
WHEREAS, the Company and the Purchaser wish to amend the FPA as set forth herein;
NOW, THEREFORE, Pursuant to Section 8(l) of the FPA, the Company and the Purchaser hereto agree as follows:
| a. | Section 1(a)(i) shall be deleted in its entirety and replaced with the following: |
The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 20,000,000 Forward Purchase Shares, for an aggregate purchase price of $100,000,000 (the “FPS Purchase Price”).
2. No Other Amendments. All other terms and conditions of the FPA shall remain in full force and effect and the FPA shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.
3. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
4. Ratification. The terms and provisions set forth in this Amendment modify and supersede all inconsistent terms and provisions set forth in the FPA and, except as expressly modified and superseded by this Amendment, the terms and provisions of the FPA are ratified and confirmed and continue in full force and effect. All parties hereby agree that the FPA, as amended by this Amendment, shall continue to be legal, valid, binding and enforceable in accordance with their terms.
5. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.
PURCHASER:
CALTECH TRADING CORP.
| By: |
/s/ Mohammed Malique |
||
| Name: | Mohammed Malique | ||
| Title: | Chief Executive Officer | ||
Address for Notices:
Attention:
Email:
COMPANY:
FINTECH ECOSYSTEM DEVELOPMENT CORP.
| By: |
/s/ Saiful Khandaker |
||
| Name: | Dr. Saiful Khandaker | ||
| Title: | Chief Executive Officer | ||
Address for Notices:
Attention:
Email:
Signature Page to First Amendment to the Forward Purchase Agreement