Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
April 21 2023 - 8:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2023
FINTECH ECOSYSTEM DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-40914 |
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86-2438985 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer Identification Number) |
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100 Springhouse Drive, Suite 204, Collegeville, PA |
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19426 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area
code: (610) 226-8101
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange
on which registered |
Units, each consisting of one shares of Class A common stock, one right and one-half of one redeemable warrant |
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FEXDU |
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The Nasdaq Capital Market |
Class A common stock, par value $0.0001 per share |
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FEXD |
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The Nasdaq Capital Market |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
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FEXDW |
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The Nasdaq Capital Market |
Rights included as part of the units |
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FEXDR |
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The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 20, 2023, Fintech Ecosystem Development Corp. (the Company) held an extraordinary general meeting of shareholders
(the Special Meeting).
Present at the Special Meeting, via the virtual meeting platform or by proxy, were holders of
12,968,199 shares of common stock, par value $0.0001 per share, of the Company (Common Stock), representing approximately 89.854% of the voting power of the Common Stock as of May 1, 2023, the record date for the Special Meeting
(the Record Date), and constituting a quorum for the transaction of business. As of the Record Date there were 14,432,500 shares of Common Stock issued and outstanding.
At the Special Meeting, the Companys stockholders approved the Extension Proposal as defined and described in detail in the proxy
statement filed by the company on March 14, 2023 (Proxy Statement) and incorporated herein by reference.
The approval of
the Extension Amendment Proposal required the affirmative vote of holders of at least 65% of the Common Stock outstanding on the Record Date.
The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Companys
stockholders, as the Extension Amendment Proposal received a sufficient number of votes required for approval, and the Board did not determine to adjourn the Special Meeting for reasons otherwise in connection with the Extension Amendment Proposal.
Set forth below are the final voting results for the Extension Amendment Proposal. Defined terms used but not defined in the Extension Amendment Proposal
described below have the meanings ascribed to such terms in the Proxy Statement:
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FOR |
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AGAINST |
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ABSTAIN |
12,827,755 |
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140,443 |
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1 |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: April 20, 2023
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FINTECH ECOSYSTEM DEVELOPMENT CORP. |
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By: |
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/s/ Saiful Khandaker |
Name: |
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Saiful Khandaker |
Title: |
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Chairman and Chief Executive Officer |
3
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