UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November
1, 2024
FINNOVATE
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41012 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
265
Franklin Street
Suite
1702
Boston,
MA |
|
02110 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
+1
424-253-0908
(Registrant’s
telephone number, including area code)
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)) |
| |
|
| ☐ |
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 Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and three-quarters of one redeemable warrant |
|
FNVTU |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class
A ordinary shares, par value $0.0001 per share |
|
FNVT |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable
warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
FNVTW |
|
The
Nasdaq Stock Market LLC |
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
8.01. Other Events.
Postponement
of Special Meeting of Shareholders
On
November 1, 2024, Finnovate Acquisition Corporation (“Finnovate” or the “Company”) issued a press release (the
“Press Release”) announcing that the extraordinary general meeting of shareholders
called by the Company (the “Special Meeting”), which was originally scheduled
for 10:00 a.m. Eastern time on Friday, November 1, 2024, is being postponed to 10:00 a.m. Eastern time on Wednesday, November 6, 2024.
At the Special Meeting, shareholders will be asked to consider and approve an extension of consider and approve an extension of time
for the Company to consummate an initial business combination (the “Extension Proposal”)
from November 8, 2024 to May 8, 2025, or such earlier date as determined by the Company’s board of directors (the “Extension”),
As
a result of this change, the Special Meeting will now be held at 10:00 a.m., Eastern time, on November 6, 2024, via a live webcast at
https://www.cstproxy.com/finnovateacquisition/egm2024. Also as a result of this change, the deadline for holders of the Company’s
Class A ordinary shares issued in the Company’s initial public offering (such shares, the “Public Shares”) to submit
their shares for redemption in connection with the Extension, is being extended to 5:00 p.m., Eastern time, on Monday, November 4, 2024.
Any shareholder who has previously tendered its shares for redemption and now decides that it does not want to redeem its shares, may
withdraw the tender any time until the Special Meeting and, thereafter, with the Company’s consent. If you delivered your shares
for redemption to the transfer agent and decide prior to the vote at the Special Meeting (now scheduled for 10:00 a.m. Eastern time on
November 6, 2024) not to redeem your Public Shares, you may request that the transfer agent return the shares (physically or electronically).
You may make such request by contacting the transfer agent at:
Continental
Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
e-mail: spacredemptions@continentalstock.com
The
Company plans to continue to solicit proxies from shareholders during the period prior to the Special Meeting. Only the holders of the
Company’s common stock as of the close of business on October 2, 2024, the record date for the Special Meeting, are entitled to
vote at the Special Meeting.
Additional
Cash Contribution to Trust Account
The
Company also announced in the Press Release that Finnovate Sponsor, L.P. (the “Sponsor”)
or its designees have agreed to revise the contribution they had previously intended to make, if the Extension Proposal is approved and
implemented.
The
Sponsor had previously agreed to contribute $37,500 (such amount, the “Monthly Amount”) for each calendar month (commencing
on November 8, 2024 and ending on the 8th day of each subsequent month) until May 8, 2025 (each, an “Extension
Period”), or portion thereof, that the Company needs to complete an initial business combination.
As
revised, the Sponsor and its designees have now agreed to contribute an amount (the “Revised Monthly Amount”) equal to $0.05
per Public Share that is not redeemed, for each Extension Period (the “Contribution”).
Accordingly, the redemption amount per share at the Special Meeting for the initial business combination or the Company’s liquidation
will depend on how much time will be needed to complete an initial business combination, but not the number of Public Shares that remain
outstanding after redemptions in connection with the Special Meeting. For example, if the Company takes until May 8, 2025, to complete
its initial business combination, which would represent six calendar months, the Sponsor or its designees would make aggregate Contributions
resulting in a redemption amount of approximately $11.91 per unredeemed share, in comparison to the current redemption amount of approximately
$11.61 per share.
Each
Contribution will be deposited in the Company’s trust account within seven days from the beginning of each Extension Period (or
portion thereof), and any Contribution is conditioned upon the implementation of the Extension. No Contribution will occur if the Extension
is not approved or is not completed. The amount of each Contribution will not bear interest and will be repayable by the Company to the
Sponsor or its designees upon consummation of its initial business combination. The Company will have the sole discretion whether to
continue extending for additional calendar months until May 8, 2025. If the Company opts not to utilize any remaining portion of the
Extension Period, then the Company will liquidate and dissolve promptly in accordance with its amended and restated memorandum and articles
of association, as amended (the “Articles”), and its Sponsor’s obligation
to make additional contributions will terminate. The Company will announce each Contribution, on a monthly basis, in a Current Report
on Form 8-K, as each Contribution is deposited. All funds in the Company’s trust account, including those funds deposited in connection
with the Contribution, will be held in an interest-bearing demand deposit account at a bank until the earlier of the consummation of
the Company’s initial business combination or liquidation.
Listing
Status
As
previously disclosed in the Proxy Statement (as defined below) for the Special Meeting, the Company received written notice from Nasdaq
indicating that the Nasdaq Hearings Panel had granted the Company’s request for continued listing on Nasdaq, subject to the Company
completing a business combination with an operating entity and evidencing compliance with the criteria for initial listing on Nasdaq,
by November 4, 2024. The Company does not expect that will be able to consummate its initial business combination prior by November 4,
2024. If Nasdaq completes the delisting of the Company’s securities from its exchange and the Company is not able to list its securities
on another national securities exchange, the Company intends to maintain the ability for its securities to be quoted on the OTC Markets
until the consummation of the Company’s initial business combination or earlier liquidation. For more information, see the risk
factors in the Proxy Statement entitled “We have received several notices from the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we were not in compliance with two Nasdaq Listing Rules. If we
cannot regain compliance, our securities will be subject to delisting, and the liquidity and the trading price of our securities could
be adversely affected” and “Even if the Articles Extension Proposal is approved by our shareholders, our securities
will be suspended from trading on Nasdaq and delisted if we do not consummate our initial business combination by November 3, 2024. Any
trading suspension or delisting may have a material adverse effect on the trading of our securities and our ability to consummate an
initial business combination.”
Forward-Looking
Statements
This
Current Report on Form 8-K (the “Report”) includes forward-looking statements
that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements
are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking
statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s shareholder
approval of the Extension, its inability to complete an initial business combination within the required time period or, and other risks
and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”),
including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Risk Factors”
and in other reports the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release
publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Extension Proposal. Investors
and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors
and officers in the Company’s definitive proxy statement filed with the SEC on October 15, 2024 (as may be amended, the “Proxy
Statement”), which may be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension.
This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Extension. Shareholders may
obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Advantage
Proxy, Inc., P.O. Box 10904, Yakima, WA 98909, Attn: Karen Smith.
| |
Item
9.01 |
Financial
Statements and Exhibits. |
The
following exhibit is filed herewith:
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:
November 1, 2024 |
Finnovate
Acquisition Corp. |
| |
|
|
| |
By: |
/s/
Calvin Kung |
| |
Name: |
Calvin
Kung |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
FINNOVATE
ACQUISITION CORP. ANNOUNCES REVISED MONTHLY SPONSOR CONTRIBUTION OF $0.05 PER SHARE TO TRUST ACCOUNT FOR PROPOSED EXTENSION AND POSTPONEMENT
OF SHAREHOLDER MEETING TO 10:00 AM EASTERN TIME NOVEMBER 6, 2024
Boston,
MA, November 1, 2024 (GLOBE NEWSWIRE) – Finnovate Acquisition Corp. (“Finnovate” or the “Company”)
(Nasdaq: “FNVT”, “FNVTU”, “FNVTW”) announced today that, in connection with the Company’s
upcoming extraordinary general meeting of shareholders (the “Special Meeting”) to consider and approve an extension of
time for the Company to consummate an initial business combination from November 8, 2024 to May 8, 2025 (the
“Extension”), Finnovate Sponsor, L.P. (the “Sponsor”) or
its designees have agreed to revise their intended contribution to support the Extension, such that they will contribute to the
Company as a loan an aggregate of $0.05 for each Class A ordinary share that is not redeemed, for each calendar month (commencing on
November 8, 2024 and on the 8th day of each subsequent month) until May 8, 2025 (each, an “Extension Period”), or
portion thereof, that is needed to complete an initial business combination (the “Contribution”). For example, if the
Company takes until May 8, 2025 to complete its initial business combination, which would represent six calendar months, the Sponsor
or its designees would make aggregate Contributions resulting in a redemption amount of approximately $11.91 per unredeemed share,
in comparison to the current redemption amount of $ approximately 11.61 per share.
Each
Contribution will be deposited in the trust account within seven calendar days from the beginning of each Extension Period (or portion
thereof), and any Contribution is conditioned upon the implementation of the Extension. No Contribution will occur if the Extension is
not approved or is not completed. The amount of each Contribution will not bear interest and will be repayable by the Company to the
Sponsor or its designees upon consummation of its initial business combination. The Company will have the sole discretion whether to
continue extending for additional calendar months until May 8, 2025. If the Company opts not to utilize any remaining portion of the
Extension Period, then the Company will liquidate and dissolve promptly in accordance with its Articles, and its Sponsor’s obligation
to make additional contributions will terminate.
In
connection with the above announcement of the Contribution to be made by the Sponsor or its designees if the Extension is approved, the
Company is also postponing the Special Meeting from the originally scheduled 10:00 a.m. Eastern time on Friday, November 1, 2024, to
10:00 a.m. Eastern time on Wednesday, November 6, 2024. At the Special Meeting, shareholders will be asked to vote on the proposal to
extend the date by which the Company must consummate an initial business combination from November 8, 2024 to May 8, 2025, or such earlier
date as determined by the Company’s board of directors.
As
a result of this change, the Special Meeting will now be held at 10:00 a.m., Eastern time, on November 6, 2024, via a live webcast at
https://www.cstproxy.com/finnovateacquisition/egm2024. Also as a result of this change, the deadline for holders of the Company’s
Class A ordinary shares issued in the Company’s initial public offering to submit their shares for redemption in connection with
the Extension, is being extended to 5:00 p.m., Eastern time, on Monday, November 4, 2024.
The
Company plans to continue to solicit proxies from shareholders during the period prior to the Special Meeting. Only the holders of the
Company’s ordinary shares as of the close of business on October 2, 2024, the record date for the Special Meeting, are entitled
to vote at the Special Meeting.
About
Finnovate Acquisition Corp.
Finnovate
Acquisition Corp. (Nasdaq: FNVT) is a blank check company incorporated in the Cayman Islands with the purpose of acquiring one and more
businesses and assets, via a merger, capital stock exchange, asset acquisition, stock purchase, and reorganization.
Forward-Looking
Statements
This
press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that
are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without
limitation, uncertainties relating to the Company’s shareholder approval of the Extension, its inability to complete an initial
business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with
the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2023 under the heading “Risk Factors” and in other reports the Company has filed, or to be filed,
with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date
made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based.
Participants
in the Solicitation
Finnovate
and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in
the solicitation of proxies from the securityholders of the Company in favor of the approval of the Extension Proposal. Investors and
security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors
and officers in the Company’s definitive proxy statement filed with the SEC on October 15, 2024 (as may be amended, the “Proxy
Statement”), which may be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
press release s shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Extension. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional
Information and Where to Find It
Finnovate
urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company
with the SEC, because these documents will contain important information about the Company and the Extension. Shareholders may obtain
copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Advantage Proxy,
Inc., P.O. Box 10904, Yakima, WA 98909, Attn: Karen Smith.
INVESTOR
RELATIONS CONTACT
Finnovate
Acquisition Corp.
Calvin
Kung
265 Franklin Street
Suite 1702
Boston, MA 02110
+1 (424) 253-0908
Finnovate Acquisition (NASDAQ:FNVTW)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
Finnovate Acquisition (NASDAQ:FNVTW)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024
