Current Report Filing (8-k)
December 02 2021 - 4:31PM
Edgar (US Regulatory)
0001844336
false
0001844336
2021-12-02
2021-12-02
0001844336
FTVI:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnefourthOfOneRedeemableWarrantMember
2021-12-02
2021-12-02
0001844336
FTVI:ClassCommonStockParValue0.0001PerShareMember
2021-12-02
2021-12-02
0001844336
FTVI:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockMember
2021-12-02
2021-12-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
December 2, 2021
FINTECH ACQUISITION CORP. VI
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-40534
|
|
85-3742586
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification Number)
|
2929 Arch Street, Suite 1703
Philadelphia, PA
|
|
19104
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including
area code: (215) 701-9555
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 to 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))
|
☐
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Units,
each consisting of one share of Class A common stock and one-fourth of one redeemable warrant
|
|
FTVIU
|
|
NASDAQ Capital Market
|
Class A common stock, par value $0.0001 per share
|
|
FTVI
|
|
NASDAQ Capital Market
|
Warrants, each whole warrant exercisable for one share of Class A common stock
|
|
FTVIW
|
|
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
(a) In connection with the preparation of FinTech Acquisition Corp.
VI’s (the “Company”) financial statements as of September 30, 2021, the Company’s management, in consultation
with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which,
as of the closing of the Company’s initial public offering, the Company valued its Class A common stock subject to possible redemption.
The Company previously determined the value of such Class A common stock to be equal to the redemption value of such shares of Class A
common stock, after taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under
which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation
with its advisors, that the shares of Class A common stock underlying the units issued during the initial public offering can be redeemed
or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management
has concluded that the redemption value of its shares of Class A common stock subject to possible redemption should reflect the possible
redemption of all shares of Class A common stock. As a result, management has noted a reclassification error related to temporary equity
and permanent equity. This has resulted in a restatement of the initial carrying value of the shares of Class A common stock subject to
possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and shares
of Class A common stock. In addition, in connection with the change in presentation for the Class A common stock subject to possible redemption,
the Company has determined it should restate its income (loss) per common share calculation to allocate net income (loss) pro rata between
the two classes of its common stock. This presentation contemplates a business combination as the most likely outcome, in which case,
both classes of common stock share pro rata in the income (loss) of the Company.
On December 2, 2021, the audit committee of the board of directors
of the Company (the “Audit Committee”), based on the recommendation of and after consultation with management, concluded that
the Company’s (i) audited balance sheet as of June 28, 2021 (the “Audited Affected Financials”) filed as Exhibit 99.1
to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 2,
2021, (ii) unaudited financial statements as of June 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with
the SEC on August 13, 2021 (the “Unaudited Affected Financials”) and (iii) Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2021 filed with the SEC on November 15, 2021, should no longer be relied upon due to the error described above.
The Company intends to restate the error in an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2021 (to include restatements with respect to the Audited Affected Financials and the Unaudited Affected Financials) (the “Amended
Form 10-Q”). Similarly, the related press releases, stockholder communications, investor presentations or other communications describing
relevant portions of the Company’s financial statements for these periods, should no longer be relied upon.
The Company does not expect the changes described above to have any
impact on its cash position or the balance held in the trust account.
The Company’s management has concluded that in light of the error
and restatement described above, a material weakness exists in the Company’s internal control over financial reporting and that
the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material
weakness will be described in more detail in the Amended Form 10-Q.
The Audit Committee and management have discussed the matters disclosed
pursuant to this Item 4.02(a) with the Company’s independent accountant.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
|
|
Description
|
|
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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: December 2, 2021
|
FINTECH ACQUISITION CORP. VI
|
|
|
|
By:
|
/s/ James J. McEntee, III
|
|
Name:
|
James J. McEntee, III
|
|
Title:
|
President
|
3
FinTech Acquisition Corp... (NASDAQ:FTVI)
Historical Stock Chart
From Oct 2024 to Nov 2024
FinTech Acquisition Corp... (NASDAQ:FTVI)
Historical Stock Chart
From Nov 2023 to Nov 2024