Business Context and Reporting Period
This Form 8-K is a current report filed by FinTech Acquisition Corp. II on June 15, 2018. The filing serves as a Regulation FD disclosure regarding a previously announced merger agreement dated December 19, 2017, between FinTech Acquisition Corp. II and Intermex Holdings II, Inc. (International Money Express, Inc.). The transaction involves a two-step merger structure where Intermex will become a wholly-owned subsidiary of the public company.
Financial Metrics
This filing is a disclosure of a corporate transaction and does not contain audited financial statements, revenue figures, profit margins, cash flow data, debt levels, or liquidity metrics for either FinTech Acquisition Corp. II or Intermex Holdings II, Inc. The filing text does not provide a clear value for any specific financial performance indicator.
Material Changes
The primary material event is the reaffirmation of the Agreement and Plan of Merger entered into in December 2017. The filing discloses the following material developments:
- Submission of a Registration Statement on Form S-4, including a preliminary proxy statement/prospectus, to the SEC.
- Preparation to mail a definitive proxy statement/prospectus to stockholders for a special meeting to approve the Merger.
- Disclosure that certain existing stockholders, including officers and directors, may enter into transactions to provide incentives for the approval of the Merger, potentially involving share purchases or sales at nominal prices.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The filing includes an investor presentation (Exhibit 99.1) intended for stockholder meetings. Management notes that the combined entity aims to recognize anticipated benefits of the business combination, though specific operational guidance is not detailed in this text.
Risks and Contingencies: The filing explicitly lists several risks that could cause actual results to differ from forward-looking statements:
- Termination of the Merger Agreement due to unforeseen events or failure to obtain stockholder approval.
- Inability to meet NASDAQ listing standards post-merger.
- Disruption of Intermex's current operations due to the transaction announcement.
- Challenges in retaining key management and employees.
- Changes in applicable laws, regulations, or economic conditions.
Key Facts for Investor Verification
- Verify the contents of the Registration Statement on Form S-4 and the definitive proxy statement/prospectus for detailed transaction terms and financial data.
- Confirm the record date for the special stockholder meeting required to approve the Merger.
- Monitor for any updates regarding the potential incentive transactions between existing stockholders and other investors.
- Review the attached Investor Presentation (Exhibit 99.1) for specific growth projections and strategic plans not included in this summary.
- Check the status of regulatory approvals and NASDAQ listing compliance requirements.