Units, each consisting of one share of Class A common stock, one right and one-half of one redeemable warrant NASDAQ NASDAQ NASDAQ NASDAQ false 0001852407 0001852407 2022-10-21 2022-10-21 0001852407 us-gaap:CapitalUnitsMember 2022-10-21 2022-10-21 0001852407 us-gaap:CommonClassAMember 2022-10-21 2022-10-21 0001852407 us-gaap:WarrantMember 2022-10-21 2022-10-21 0001852407 us-gaap:RightsMember 2022-10-21 2022-10-21

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2022

 

 

FINTECH ECOSYSTEM DEVELOPMENT CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40914   86-2438985

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

100 Springhouse Drive, Suite 204, Collegeville, PA   19426
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 226-8101

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing 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 shares 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 3.02.

Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 below is hereby incorporated by reference in this Item 3.02.

 

Item 7.01.

Regulation FD Disclosure

On October 21, 2022, Fintech Ecosystem Development Corp. (“FEXD”) issued a press release announcing the time by which FEXD has to consummate has been extended from October 21, 2022 until January 21, 2023.

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 Securities and Exchange Commission (the “SEC”) shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

 

Item 8.01.

Other Events.

On October 21, 2022, FEXD consummated the private placement of 1,150,000 warrants at a price of $1.00 per warrant (the “New Warrants”), generating total proceeds of $1,150,000 (the “Private Placement”). The New Warrants were purchased by Revofast LLC (the “Sponsor”), FEXD’s sponsor, and are substantially similar to the private placement warrants issued to the Sponsor at the time of FEXD’s initial public offering in October 2021 (the “IPO”). The New Warrants have been issued pursuant to, and are governed by, a Warrant Agreement attached as Exhibit 10.1, which is substantially similar to the Warrant Agreement that the FEXD entered into at the time of the IPO. Similar to the private placement warrants issued at the time of the IPO, the New Warrants will not be transferable, assignable or salable until 30 days after FEXD’s initial business combination and, unlike such private placement warrants, are not redeemable by FEXD at any time (including following transfer by the Sponsor or its permitted transferees).

The proceeds received by the FEXD in connection with the issuance of the New Warrants have been deposited in the trust account (the “Trust Account”) established at the time of the IPO. In accordance with the FEXD Amended and Restated Certificate of Incorporation, the deposit of such proceeds into the Trust Account on or prior to October 21, 2022 will extend by three months the time FEXD will have to consummate an initial business combination.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.

  

Description

10.1    Warrant Agreement dated October 19, 2022, between FEX and Continental Stock Transfer & Trust Company.
99.1    Press Release of FEXD dated October 21, 2022 announcing the extension.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

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.

Dated: October 21, 2022

 

FINTECH ECOSYSTEM DEVELOPMENT CORP.
By:  

/s/ Saiful Khandaker

Name:   Saiful Khandaker
Title:   Chief Executive Officer
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