Business Context and Reporting Period
This Form 8-K, dated July 20, 2018, reports on a special meeting of stockholders held by FinTech Acquisition Corp. II. The primary purpose of the meeting was to vote on the proposed merger with Intermex Holdings II, Inc. (Intermex), which would result in the company changing its name to International Money Express, Inc. and transitioning from a special purpose acquisition company (SPAC) to an operating entity.
Key Financial Metrics
This filing is a current report regarding corporate governance and merger approval; it does not contain financial statements, revenue, profit, cash flow, or debt metrics for the company or the target.
- Redemption Rights: 5,038,232 shares of common stock were exercised for redemption rights.
- Voting Participation: Approximately 20.2 million shares voted "For" the merger proposal.
Material Changes and Voting Results
Stockholders approved all proposals presented at the special meeting. The most significant material change is the approval of the Merger Agreement, which will result in the acquisition of Intermex. Key voting outcomes include:
- Merger Approval: 20,193,022 votes For vs. 13,521 Against.
- Charter Amendments: Approved amendments to increase authorized stock, create a staggered board, opt out of Section 203 of the Delaware General Corporation Law, and designate Delaware as the exclusive forum for legal actions.
- Corporate Name Change: Approved the change from "FinTech Acquisition Corp. II" to "International Money Express, Inc."
- Equity Plan: Approved the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (20,107,002 For vs. 18,341 Against).
- Director Elections: Elected Walter T. Beach, Jeremy Kuiper, and Shami Patel as Class I directors.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, revenue outlook, or management commentary regarding future performance. The primary risk disclosed is the potential for the merger to fail if stockholder approval had not been obtained, though the filing confirms the proposals passed. The company noted that the issuance of more than 20% of outstanding stock in connection with the merger was approved to comply with NASDAQ Listing Rules.
Investor Verification Checklist
- Verify the final closing date of the merger with Intermex Holdings II, Inc.
- Confirm the post-merger capital structure and the exact number of shares outstanding after the redemption of 5,038,232 shares.
- Review the terms of the 2018 Omnibus Equity Compensation Plan for potential dilution.
- Monitor the transition of the company's ticker symbol and listing status on the NASDAQ following the name change.