Business Context and Reporting Period
This Form 8-K is a current report filed by FinTech Acquisition Corp. II on June 26, 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.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either entity. This document is a procedural update regarding the merger status and regulatory disclosures rather than a financial results report.
Material Changes and Transaction Status
- Merger Agreement: Reaffirms the December 19, 2017 agreement for FinTech Acquisition Corp. II to acquire Intermex.
- Regulatory Filings: The Company has filed a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus.
- Stockholder Meeting: A definitive proxy statement/prospectus will be mailed to stockholders of record as of June 19, 2018, to solicit approval for the merger.
- Shareholder Incentives: Certain existing stockholders, including officers and directors, may enter into transactions with other investors to provide incentives for the approval of the merger, potentially involving share purchases or sales at non-market prices.
Guidance, Risks, and Contingencies
The filing contains extensive forward-looking statements regarding the timing of the merger and future business plans. Key risks and contingencies identified include:
- Failure to obtain stockholder approval or satisfy other closing conditions.
- Termination of the Merger Agreement due to unforeseen events.
- Inability to meet NASDAQ listing standards post-merger.
- Operational disruptions to Intermex resulting from the transaction announcement.
- Challenges in retaining key management and employees.
- Changes in applicable laws or regulations affecting the transaction.
Investor Verification Checklist
- Verify the contents of the Form S-4 Registration Statement and the definitive proxy statement/prospectus for detailed financial data and transaction terms.
- Confirm the date and outcome of the special stockholders' meeting required to approve the merger.
- Review the Form 10-K for the fiscal year ended December 31, 2017 for information on the directors, officers, and their interests in the Company.
- Monitor for any updates regarding the incentive transactions between existing stockholders and other investors.
- Check for any amendments to the Merger Agreement or new regulatory filings that may alter the closing timeline.