Business Context and Reporting Period
This Form 8-K reports the consummation of a merger between FinTech Acquisition Corp. II and Intermex Holdings II, Inc. on July 26, 2018. Following the transaction, the registrant changed its name to International Money Express, Inc. The company transitioned from a shell company with no operations to a holding company primarily owning interests in International Money Express Sub 2, LLC. The combined entity began trading on the Nasdaq Capital Market under the symbols "IMXI" and "IMXIW".
Key Financial Metrics and Transaction Details
The filing details the financial structure of the merger rather than ongoing operational metrics for the combined entity, as the transaction just closed.
- Aggregate Consideration: $102.0 million in cash and 17.2 million shares of common stock.
- Share Redemptions: 4,938,232 shares of FinTech common stock were redeemed at $10.086957 per share, totaling approximately $49.8 million.
- Post-Merger Capitalization: 36,182,783 shares of common stock outstanding and warrants to purchase 8,959,999 shares.
- Ownership Structure: Former Intermex stockholders own approximately 48.3% of the outstanding common stock; former FinTech stockholders own approximately 51.7%.
- Executive Compensation: Transaction bonuses were paid to Robert Lisy ($945,000), Randy Nilsen ($646,053.67), and Tony Lauro II ($100,000).
The filing does not provide specific revenue, profit, cash flow, or debt figures for the combined entity in this report; such data is incorporated by reference from the Prospectus (Form S-4).
Material Changes Versus Prior Period
The primary material change is the transformation of the registrant from a special purpose acquisition company (SPAC) with no operations to an operating holding company in the money transfer industry. The company's name, corporate charter, and bylaws were amended to reflect the new identity and governance structure, including the creation of a staggered board of directors.
Guidance, Outlook, Risks, and Unusual Items
Outlook and Governance: The company entered into a Shareholders Agreement granting SPC Intermex the right to designate up to eight board members (at least three independent) while they hold at least 10% of the stock. A 15-month lock-up period was established for certain stockholders. Non-employee directors will receive an annual retainer of $40,000 in cash and $70,000 in equity.
Risks: The filing highlights significant risks including the ability to maintain Nasdaq listing, disruption of operations due to the merger, competition, regulatory compliance in multiple jurisdictions, credit risks from agents, and potential bank failures or financial market illiquidity.
Unusual Items: The transaction involved a complex two-step merger structure and significant cash outflows for share redemptions and transaction bonuses.
Important Facts for Investor Verification
- Verify the pro forma financial information and historical financial data of Intermex in the referenced Form S-4 Prospectus, as this 8-K does not contain the full financial statements.
- Confirm the status of the Nasdaq listing and the trading of the new ticker symbols (IMXI, IMXIW).
- Review the terms of the Shareholders Agreement regarding board control and the 15-month lock-up period for major shareholders.
- Assess the impact of the $49.8 million in share redemptions on the company's immediate liquidity position.
- Monitor the integration of Intermex's operations and the retention of key personnel following the transaction bonuses and equity grants.