Business Context and Reporting Period
This Form 8-K is a current report filed by FinTech Acquisition Corp. II on March 27, 2018. The filing serves as a Regulation FD disclosure regarding an update on the proposed merger with Intermex Holdings II, Inc. (Intermex), a transaction originally announced on December 19, 2017. The registrant is identified as an emerging growth company.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either FinTech Acquisition Corp. II or Intermex. This document is a procedural update regarding the status of the merger agreement rather than a financial performance report.
Material Changes
The primary material event is the issuance of a joint press release (Exhibit 99.1) updating the status of the Merger Agreement. The filing confirms that the Company has filed a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus. No specific financial changes or operational adjustments are detailed in this text.
Guidance, Outlook, and Risks
Outlook and Process: The Company intends to mail a definitive proxy statement/prospectus to stockholders for a special meeting to approve the Merger. The transaction involves a two-step merger structure where Intermex will become a direct wholly-owned subsidiary of the Company.
Risks and Contingencies: The filing outlines significant risks that could cause actual results to differ from expectations, including:
- Termination of the Merger Agreement due to unforeseen events.
- Failure to obtain stockholder approval or satisfy closing conditions.
- Inability to meet NASDAQ listing standards post-merger.
- Operational disruption to Intermex during the transaction process.
- Challenges in retaining management, key employees, and supplier relationships.
- Changes in applicable laws or regulations.
Unusual Items: The filing notes that prior to the special meeting, certain existing stockholders (including officers and directors) may enter into transactions with other investors to provide incentives for the approval of the Merger. These could involve purchasing or selling shares at nominal prices or prices other than fair market value, provided the transacting parties are not aware of material nonpublic information.
Investor Verification Checklist
- Verify the contents of the Registration Statement on Form S-4 and the definitive proxy statement/prospectus for detailed transaction terms.
- Review the joint press release (Exhibit 99.1) for specific updates on the merger timeline not detailed in this summary.
- Confirm the record date for the stockholder meeting to approve the Merger once established.
- Monitor for any incentive transactions involving company insiders that may affect share ownership structure prior to the vote.
- Assess the NASDAQ listing standards compliance risks mentioned in the forward-looking statements.