Form 425 - Prospectuses and communications, business combinations
05 Julio 2023 - 3:46PM
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): July 3, 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) |
100 Springhouse Drive, Suite 204, Collegeville, PA, 19426
(Address of principal executive offices) (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 7.01 |
Regulation FD Disclosure. |
On July 3, 2023, Rana Financial, Inc. (Rana), filed a claim for injunctive and declaratory relief, among other things, in the
Court of Chancery of the State of Delaware, requesting that the Court invalidate the previously disclosed termination by Fintech Ecosystem Development Corp. (the Company) of that certain Business Combination Agreement dated
September 9, 2022, by and among the Company, Rana, and certain other parties thereto (the Agreement), require specific performance by the Company of its obligations under the Agreement, deliver to Rana certain requested financial
information, and in the alternative, provide monetary damages. The dispute arises out of whether the Company properly exercised its right to terminate the Agreement pursuant to Section 9.01(h) of the Agreement, which permits such termination if
certain required financial statements (together with an unqualified report therein of the auditors of Rana and its subsidiaries, if applicable) are not delivered on or before the deadlines specified in the Agreement. The Company intends to defend
this suit vigorously and believes that the claims asserted by Rana are without merit. However, there can be no assurance as to the ultimate outcome of this matter. As a result, this could affect the Companys ability to consummate the initial
business combination or another business combination in the future.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, shall be deemed furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
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.
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FINTECH ECOSYSTEM DEVELOPMENT CORP |
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Date: July 5, 2023 |
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By: |
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/s/ Saiful Khandaker |
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Saiful Khandaker Chief Executive
Officer |
Fintech Ecosystem Develo... (NASDAQ:FEXDU)
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