Adjournment
On March 14, 2023, Fintech Ecosystem Development Corp. (the “Company”) filed a proxy statement (the “Extension Proxy Statement”) for a special meeting of its stockholders (the “Extension Meeting”) to be held on at 10:00 a.m., Eastern time, on April 12, 2023 to consider and act upon a proposal (the “Original Extension Proposal”) to extend the date by which the Company must complete an initial business combination for a maximum of twelve (12) additional one month periods (each one month extension, an “Extension Period”), from April 21, 2023 to April 21, 2024, or such earlier date as determined by the Company’s board of directors (the “Extension,” and such later date, the “Extended Date”). The Extension Proxy Statement was mailed to the Company’s stockholders of record as of March 14, 2023. Stockholders may obtain a copy of the Extension Proxy Statement at the website of the U.S. Securities and Exchange Commission (www.sec.gov).
Under the Original Extension Proposal, Revofast LLC (the “Sponsor”) would have agreed to, or caused a designee to, make an Extension Loan (as defined below) of an aggregate of $0.055 for each public share that is not redeemed, for each Extension Period (commencing on April 21, 2023, and on the 21st day of each subsequent month (or the next business day, if the 21st day of a calendar month falls on a day other than a business day)), until the Extended Date, or portion thereof, that is needed to complete our initial business combination.
On April 11, 2023, the Company issued a press release announcing that it intends to adjourn, without conducting any business, the Extension Meeting, and to reconvene the Extension Meeting at 10:00 a.m., Eastern time, on April 20, 2023, for the purpose of the Company amending the terms of the Original Extension Proposal (as amended, the “Amended Extension Proposal”). Pursuant to the Amended Extension Proposal, the Extension Loan, has been amended from $0.055 for each public share that is not redeemed, to the lesser of $0.055 for each public share that is not redeemed and an aggregate of $110,000. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. In connection with the adjournment of the Extension Meeting, the Company is extending the deadline for holders of its shares of Class A common stock to exercise their right to redeem their shares for their pro rata portion of the funds available in the Company’s trust account, or to withdraw any previously delivered demand for redemption, to 5:00 p.m., Eastern time, on April 18, 2023 (two business days before the adjourned Extension Meeting).
Supplement to the Extension Proxy Statement
On April 11, 2023, the Company announced in a press release the terms of the Amended Extension Proposal.
Accordingly, the corresponding text of the “Letter to Stockholders of Fintech Ecosystem Development Corp.” and the “Notice of Special Meeting of Stockholders” of the Extension Proxy Statement is amended as follows (with additions and deletions marked):
“If the Extension Amendment Proposal is approved, the Sponsor has agreed to, or to cause a designee to, loan to us, pursuant to a promissory note (the “Promissory Note”) an aggregate of the lesser of (x) $110,000 or (y) $0.055 for each public share that is not redeemed, for each Extension Period (commencing on April 21, 2023, and on the 21st day of each subsequent month (or the next business day, if the 21st day of a calendar month falls on a day other than a business day)), until the Extended Date, or portion thereof, that is needed to complete our initial business combination (each, an “Extension Loan”). Each Extension Loan in respect of an Extension Period will be deposited in the trust account on or prior to the commencement of such Extension Period. Accordingly, the amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension. For example, if no public shares are redeemed and all of our public shares remain outstanding in connection with the Extension, then the maximum amount to be loaned by the Sponsor or its designees will be an aggregate of $7,590,000 $1,320,000 (assuming all twelve (12) Extension Periods are utilized), and this amount would not change if 50% of the public shares are redeemed and accordingly 50% of our public shares remain outstanding in connection with the Extension, then the maximum amount to be loaned by the Sponsor or its designees will be an aggregate of $3,795,000 (assuming all twelve (12) Extension Periods are utilized). Amounts due under the Promissory Note will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of our initial business combination.”
The answer to the question, “What amount will holders receive upon consummation of a subsequent business combination or liquidation if the Extension Amendment Proposal is approved?” on Page 4 of the Extension Proxy Statement is amended as follows (with additions and deletions marked):
“If the Extension Amendment Proposal is approved, the Sponsor has agreed to, or to cause a designee to, contribute to the Company as an Extension Loan an aggregate of the lesser of (x) $110,000 or (y) $0.055 for each public share that is not redeemed, for each calendar month (commencing on April 21, 2023 and on the 21st day of each subsequent month (or the next business day, if the 21st day of a calendar month falls on a day other than a business day)), until the Extended Date, or portion thereof, that is needed to complete our initial business combination. For example, if we take until July 20, 2023 to complete the Business Combination (or another initial business combination), which would represent three calendar month Extensions, the Sponsor or its designees would make aggregate Extension Loans representing the lesser of (x) $330,000 or (y) $0.165 per public share that is not redeemed in connection with this vote. Each Extension Loan will be deposited into the Trust Account on or before the applicable Extension date. For example, the Extension Loan extending the business combination deadline from April 21, 2023 to May 21, 2023, will be deposited into the Trust Account on or before April 21, 2023. The Extension Loans are conditioned upon the implementation of the Extension Amendment. No Extension Loan will occur if the Extension Amendment is not approved or the Extension is not completed. The Extension Loans will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of our initial business combination (in cash or, at the option of the Sponsor or its designees, in common shares of the post-business combination issuer).”
The corresponding text on Page 22 of the Extension Proxy Statement is amended as follows (with additions and deletions marked):
“If the Extension Amendment Proposal is approved, the Sponsor will, or will cause a designee to, contribute to the Company as a loan an aggregate of the lesser of (x) $110,000 or (y) $0.055 for each public share (as defined below) that is not redeemed, for each calendar month (commencing on April 21, 2023 and on the 21st day of each subsequent month (or, if such day is not a business day, then the next business day)) until the Extended Date (each, an “Extension Period”), or portion thereof, that is needed to complete an initial business combination (the “Contribution”). For example, if we take until July 20, 2023, to complete the Business Combination (or another initial business combination), which would represent three calendar months, the Sponsor or its designees would make Extension Loans to the Company equal to the lesser of (x) $330,000 or (y) $0.165 per unredeemed share. Each Extension Loan will be deposited in the trust account on or prior to the commencement of the applicable Extension (or portion thereof).”
The corresponding text of the “Proposed First Amendment to the Amended and Restated Certificate of Incorporation of Fintech Ecosystem Development Corp.” on Annex A of the Extension Proxy Statement should be amended to read as set forth on Exhibit A to the press release attached hereto as Exhibit 99.1 and incorporated by reference herein.
