Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
2021年12月13日 - 10:02PM
Edgar (US Regulatory)
Filed by eToro Group Ltd.
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12
under the Securities Exchange
Act of 1934
Subject Company: FinTech Acquisition
Corp. V
Commission File No.: 001-39760
Date: December 13, 2021
On December 12, 2021, eToro Group Ltd. (“eToro”)
made internal communications that stated, in pertinent part:
We announced our pending merger with FinTech V in March this year.
We continue to be engaged in the US Securities Exchange Commission registration statement process and we now expect that our process will
continue into next year.
We are working with all relevant parties to conclude the process of
going public as soon as possible. We are all very excited about this next chapter in the eToro story and look forward to our
next stage of growth.
Cautionary Statement Regarding
Forward-Looking Statements
This communication contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed business combination between FinTech Acquisition
Corp. V (“FinTech V”) and eToro and the business and operations of eToro. Forward-looking statements may be identified by
the use of the words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,”
“opportunity,” “may,” “target,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements
as to the expected timing, completion and effects of the proposed business combination, eToro’s present and future plans for its
business and operations and eToro’s expectations as to market results and conditions; are based on various assumptions, whether
or not identified in this communication, and on the current expectations of eToro’s and FinTech V’s management; are not predictions
of actual performance; and are subject to risks and uncertainties. These forward-looking statements are subject to a number of risks and
uncertainties, including but not limited to: the risk that the proposed business combination may not be completed in a timely manner or
at all; the failure to satisfy the conditions to the consummation of the proposed business combination; the occurrence of any event, change
or other circumstance that could give rise to the termination of the proposed merger agreement; the amount of redemption requests made
by FinTech V’s public stockholders; the effect of the announcement or pendency of the proposed business combination on eToro’s
business; risks that the proposed business combination disrupts current plans and operations of eToro; potential difficulties in retaining
eToro customers and employees; eToro’s estimates of its financial performance; changes in general economic or political conditions;
changes in the markets in which eToro competes; slowdowns in securities trading or shifting demand for security trading product; the impact
of natural disasters or health epidemics, including the ongoing COVID-19 pandemic; legislative or regulatory changes; the evolving digital
asset market, including the regulation thereof; competition; conditions related to eToro’s operations in Israel; risks related to
data security and privacy; changes to accounting principles and guidelines; potential litigation relating to the proposed business combination;
the price of eToro’s securities may be volatile; the ability to implement business plans, and other expectations after the completion
of the proposed business combination; and unexpected costs or expenses. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of FinTech V’s
registration statement on Form S-1 (File No. 333-249646) (the “Form S-1”), eToro’s registration statement on Form F-4
(File No. 333-259189) (the “Form F-4”) and other documents if and when filed by eToro or FinTech V from time to time with
the SEC. If any of these risks materialize or our assumptions prove incorrect, actual events and results could differ materially from
those contained in the forward-looking statements. There may be additional risks that neither eToro nor FinTech V presently know or that
eToro and FinTech V currently believe are immaterial that could also cause actual events and results to differ. In addition, forward-looking
statements reflect eToro’s and FinTech V’s expectations, plans or forecasts of future events and views as of the date of this
communication. eToro and FinTech V anticipate that subsequent events and developments will cause eToro’s and FinTech V’s assessments
to change. While eToro and FinTech V may elect to update these forward-looking statements at some point in the future, eToro and FinTech
V specifically disclaim any obligation to do so, unless required by applicable law.
No Offer or Solicitation
This communication is not a proxy statement or solicitation
or a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute
an offer to sell or exchange, or a solicitation of an offer to buy or exchange, the securities of eToro, FinTech V or the combined company,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction.
Additional Information about the
Business Combination and Where to Find It
The Company submitted the Form F-4 to the SEC on
August 31, 2021, and filed amendments on September 20, 2021, October 5, 2021, November 4, 2021, November 12, 2021 and November 15, 2021,
which include a preliminary proxy statement/prospectus that is both the proxy statement to be distributed to FinTech V stockholders in
connection with the solicitation of proxies for the vote by the stockholders on the merger and the prospectus to be delivered by FinTech
V in connection with the distribution of its securities to such holders. After the registration statement has been filed and declared
effective, FinTech V will mail a definitive proxy statement / prospectus to its stockholders as of the record date established for voting
on the proposed business combination and the other proposals regarding the proposed business combination set forth in the proxy statement.
eToro or FinTech V may also file other documents with the SEC regarding the proposed business combination. Before making any voting or
investment decision, investors and security holders are urged to carefully read the entire registration statement and proxy statement
/ prospectus and any other relevant documents filed with the SEC, and the definitive versions thereof (when they become available and
including all amendments and supplements thereto).
Investors and security holders will be able to obtain
free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed
with the SEC by eToro or FinTech V through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
eToro and FinTech V and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from stockholders of FinTech V in connection with
the proposed business combination under the rules of the SEC. FinTech V’s stockholders, eToro’s shareholders and other interested
persons may obtain, without charge, more detailed information regarding the names, affiliations and interests of directors and executive
officers of eToro and FinTech V in FinTech V’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the
SEC on August 25, 2021, FinTech V’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March
30, 2021 or eToro’s Form F-4, as applicable, as well as their other filings with the SEC. Other information regarding persons who
may, under the rules of the SEC, be deemed the participants in the proxy solicitation of FinTech V’s stockholders in connection
with the proposed business combination and a description of their direct and indirect interests, by security holdings or otherwise, will
be included in the preliminary proxy statement / prospectus and will be contained in other relevant materials to be filed with the SEC
regarding the proposed business combination (if and when they become available). You may obtain free copies of these documents at the
SEC’s website at www.sec.gov.
FinTech Acquisition Corp... (NASDAQ:FTCV)
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FinTech Acquisition Corp... (NASDAQ:FTCV)
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