Business Context and Reporting Period
This Form 8-K reports the Initial Public Offering (IPO) and related definitive agreements for FinTech Acquisition Corp. II (the "Company"), a special purpose acquisition company. The report covers events occurring between January 19, 2017, and January 25, 2017. Note: The metadata provided lists "International Money Express, Inc.," but the filing text explicitly identifies the registrant as "FinTech Acquisition Corp. II."
Key Financial Metrics
- IPO Gross Proceeds: $175,000,000 from the sale of 17,500,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $4,200,000 from the sale of 420,000 Placement Units at $10.00 per Unit.
- Total Capital Raised: $179,200,000 (gross).
- Trust Account Balance: $175,000,000 deposited into a trust account at JP Morgan Chase Bank, N.A.
- Shares Outstanding: 23,893,333 shares of Common Stock immediately following the IPO (after forfeiture of 26,667 shares due to partial over-allotment waiver).
- Debt and Liquidity: The filing does not provide specific debt figures or cash flow statements, as the Company is a newly formed shell entity. Liquidity is primarily derived from the IPO proceeds held in trust and working capital available outside the trust.
Material Changes and Transactions
- IPO Closing: Consummated on January 25, 2017. The underwriters waived the remainder of the 2,295,000 Unit over-allotment option after purchasing 2,200,000 Units to cover initial over-allotments.
- Private Placement: Simultaneously with the IPO, 420,000 Placement Units were sold to the Sponsor (390,000 Units) and Cantor Fitzgerald & Co. (30,000 Units).
- Share Forfeiture: Due to the underwriters not fully exercising the over-allotment option, initial stockholders forfeited 26,667 shares of Common Stock.
- Corporate Governance: The Company filed an Amended and Restated Certificate of Incorporation on January 20, 2017.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 24 months from the completion of the IPO to consummate an initial business combination.
- Redemption Rights: If a business combination is not completed within the 24-month period, the Company will redeem all shares of Common Stock issued in the IPO, and the funds in the trust account will be released to public stockholders.
- Trust Account Restrictions: Funds in the trust account ($175,000,000) cannot be withdrawn except for interest used for working capital or taxes, or for dissolution expenses if no combination occurs.
- Warrant Restrictions: Placement Warrants held by the Sponsor and Cantor are non-redeemable, subject to transfer restrictions until 30 days after a business combination, and may be exercised on a cashless basis. Cantor's warrants expire on January 19, 2022.
Investor Verification Checklist
- Verify the exact amount of underwriting discounts and commissions deducted from the $175,000,000 gross proceeds to determine net cash available for operations.
- Confirm the specific terms of the "Loan Commitment Agreement" with the Sponsor regarding bridge financing availability.
- Review the Amended and Restated Certificate of Incorporation (Exhibit 3.1) for specific redemption thresholds and voting rights.
- Monitor the status of the 24-month deadline for a business combination to assess redemption risk.
- Clarify the discrepancy between the metadata company name ("International Money Express, Inc.") and the filing registrant ("FinTech Acquisition Corp. II").