Business Context and Reporting Period
This Form 8-K is a current report filed by FinTech Acquisition Corp. II (the "Company") on March 26, 2018. The filing serves as a Regulation FD disclosure regarding an investor presentation attached as Exhibit 99.1. The report details the ongoing merger process between the Company and Intermex Holdings II, Inc. ("Intermex"), originally announced on December 19, 2017. The transaction involves a two-step merger where Intermex will become a wholly-owned subsidiary of the Company.
Key Financial Metrics
The filing text does not provide specific financial values for revenue, profit, cash flow, margins, debt, or liquidity for either the Company or Intermex. This document is a procedural update regarding the merger agreement and the distribution of an investor presentation, rather than a financial results report. Investors are directed to the upcoming Registration Statement on Form S-4 and the definitive proxy statement/prospectus for detailed financial information.
Material Changes
There are no material changes to financial performance reported in this filing. The primary material event is the continued progression of the proposed business combination. The Company is preparing to file a Registration Statement on Form S-4, which will include a preliminary proxy statement/prospectus for stockholder approval of the Merger.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The filing contains forward-looking statements regarding the timing of the Merger, the business plans of the combined entity, and Intermex's estimated future results. Management notes that the combined company aims to recognize anticipated benefits, though these are subject to various assumptions.
Risks and Contingencies: The filing explicitly lists several risks that could cause actual results to differ from expectations:
- Termination of the Merger Agreement due to unforeseen events.
- Failure to obtain stockholder approval or satisfy other closing conditions.
- Inability to meet NASDAQ listing standards post-merger.
- Disruption of Intermex's current operations due to the transaction.
- 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 include arrangements to purchase or sell 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 upcoming Registration Statement on Form S-4 and the definitive proxy statement/prospectus for detailed financial data on Intermex.
- Confirm the status of the stockholder vote required to approve the Merger.
- Review the investor presentation (Exhibit 99.1) referenced in the filing for specific growth projections and strategic plans.
- Monitor for any announcements regarding incentive transactions between existing stockholders and new investors prior to the special meeting.
- Assess the risk of the transaction failing to meet NASDAQ listing standards following the merger.