S-4 1 fs42016_fintechacquisition.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 4, 2016

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

FINTECH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		6770		46-5380892
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

712 Fifth Avenue, 8^th Floor

New York, NY 10019

(212) 506-3815

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

712 Fifth Avenue, 8^th Floor
New York, NY 10019
Attn: James J. McEntee, III
Chief Financial Officer and Chief Operating Officer

(212) 506-3815

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
J. Baur Whittlesey, Esq.
Amanda Abrams, Esq.
Ledgewood
Two Commerce Square
2001 Market Street, Suite 3400
Philadelphia, Pennsylvania 19103
(215) 731-9450 – Phone
(215) 735-2513 – Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:	☐	Accelerated filer:	☒
Non-accelerated filer:	☐ (Do not check if a smaller reporting company)	Smaller reporting company:	☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered⁽¹⁾		Proposed maximum offering price per share		Proposed maximum aggregate offering price			Amount of registration fee
Common Stock, par value $0.001		18,329,383		N/A	$	0	(2)	$	0
Total		18,329,383			$	0		$	0

(1)

Relates to common stock, $0.001 par value per share, of the registrant issuable to holders of series A preferred stock and common stock of FTS Holding Corporation (“CardConnect”), in the proposed merger of CardConnect with and into a wholly owned subsidiary of the registrant (the “Merger”). The amount of common stock of the registrant to be registered is based on an estimated 14,856,877 shares of the registrant’s common stock that are expected to be issued pursuant to the Merger and 3,472,506 shares of the registrant’s common stock underlying options that are expected to be issued in connection with the Merger.

(2)

Based upon the estimated value of 20,364,981 shares of CardConnect series A preferred stock and 8,608,721 shares of CardConnect common stock canceled in connection with the Merger calculated in accordance with Rule 457(f) of the Securities Act of 1933, as amended, plus the value of options to purchase 5,162,500 shares of CardConnect common stock at a weighted average exercise price of $3.83 calculated in accordance with Rule 457(h)(1), less cash consideration of $147,059,838 in accordance with Rule 457(f)(3). CardConnect is a private company and no market exists for its securities.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 4, 2016

FINTECH ACQUISITION CORP.

712 Fifth Avenue, 8th Floor,

New York, New York 10019

PRELIMINARY PROXY STATEMENT/PROSPECTUS FOR SPECIAL MEETING OF STOCKHOLDERS AND
PROSPECTUS FOR 18,329,383 SHARES OF COMMON STOCK OF FINTECH ACQUISITION CORP

Dear FinTech Acquisition Corp. Stockholders:

On March 7, 2015, FinTech Acquisition Corp., which we refer to as we, us, our, FinTech or the Company, FinTech Merger Sub, Inc., our wholly owned subsidiary, which we refer to as Merger Sub, and FTS Holding Corporation, which we refer to as CardConnect, entered into an Agreement and Plan of Merger, which we refer to as the Merger Agreement, under which we will acquire CardConnect pursuant to the merger of CardConnect with and into Merger Sub, which we refer to as the Merger.

At the special meeting, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the Merger Proposal, to approve the Merger and adopt the Merger Agreement. If the Merger is completed, CardConnect stockholders will receive a combination of cash and shares of our common stock for their shares of CardConnect preferred and common stock. The aggregate consideration to be paid in the Merger will consist of $180,000,000 in cash plus the amount of “Excess Cash” (as defined in the Merger Agreement) held by CardConnect at the time of the Merger and $170,000,000 in our common stock, which, based on CardConnect’s current capitalization and assuming the Merger is completed on June 30, 2016, will consist of 14,856,877 shares of our common stock and options to purchase 3,472,506 shares of our common stock. The value of the common stock consideration assumes a $10.00 per share value for our common stock and takes into account the exercise price payable upon the exercise of options. The number of shares of our common stock and number options to be issued as consideration in the Merger are each subject to adjustment as described in the Merger Agreement. A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Our stockholders will also be asked to consider and vote upon proposals (a) to approve and adopt amendments to our amended and restated certificate of incorporation, which we refer to as our charter, to (i) increase our authorized common and preferred stock, which we refer to as Proposal 2, (ii) declassify our board of directors so that there will be one class of directors without staggered terms of office, and make related changes, which we refer to as Proposal 3, and (iii) provide for additional changes, principally including changing our name from “FinTech Acquisition Corp.” to “CardConnect Corp.” and removing provisions applicable only to special purpose acquisition companies, which we refer to as Proposal 4, (b) to approve, for purposes of complying with applicable NASDAQ Listing Rules, the issuance of more than 20% of our issued and outstanding common stock and the resulting change of control in connection with the Merger, which we refer to as the NASDAQ Proposal, and (c) to approve and adopt the CardConnect Corp. 2016 Omnibus Equity Compensation Plan (an equity-based incentive plan), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which we refer to as the Incentive Plan Proposal. A copy of our proposed second amended and restated certificate of incorporation incorporating Proposal 2, Proposal 3 and Proposal 4, which we refer to as our proposed charter, is attached as Annex C to the accompanying proxy statement/prospectus. Each of these proposals is more fully described in the accompanying proxy statement/prospectus.

Our common stock, units and warrants are currently listed on The NASDAQ Capital Market under the symbols “FNTC,” “FNTCU” and “FNTCW,” respectively. We will apply to continue the listing of our common stock and warrants on The NASDAQ Capital Market under the symbols “CCN” and “CCNW,” respectively, upon the closing of the Merger.

Pursuant to our charter, we are providing holders of the shares of common stock included in the units issued in our initial public offering, which we refer to as our public stockholders, with the opportunity, upon the closing of the Merger and subject to the limitations described in the accompanying proxy statement/prospectus, to redeem their shares of our common stock for cash equal to their pro rata share of the aggregate amount on deposit in our trust account (as of two business days prior to the consummation of the Merger). For illustrative purposes, based on funds in our trust account of approximately $100,005,053 on January 31, 2016, stockholders would have received a redemption price of approximately $10.00 per share of our common stock. Public stockholders may elect to redeem their shares even if they vote for the Merger Proposal.

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We are providing the accompanying proxy statement/prospectus and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. The special meeting of our stockholders will be held at [●] [AM./P.M.] Eastern Time on [●], 2016 at [●]. Whether or not you plan to attend the special meeting, we urge you to read the accompanying proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 26.

Your vote is very important, regardless of the number of shares of our common stock you own. To ensure your representation at the special meeting of our stockholders, please take time to vote by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the special meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the special meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, and do not attend the special meeting in person, if you abstain from voting, or if you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Merger Proposal, Proposal 2, Proposal 3 and Proposal 4 but will have no effect on the NASDAQ Proposal and the Incentive Plan Proposal.

The Merger Proposal is conditioned on the approval of Proposal 2 and the NASDAQ Proposal. In addition, (i) Proposal 2 is conditioned on the approval of the Merger Proposal and the NASDAQ Proposal, (ii) each of Proposal 3, Proposal 4 and the Incentive Plan Proposal is conditioned on the approval of the Merger Proposal, Proposal 2 and the NASDAQ Proposal, and (iii) the NASDAQ Proposal is conditioned on the Merger Proposal and Proposal 2. Furthermore, because stockholder approval of each of Proposal 3, Proposal 4 and the Incentive Plan Proposal is a closing condition under the Merger Agreement, if either Proposal 3, Proposal 4 or the Incentive Plan Proposal is not approved, we will not consummate the Merger unless we and CardConnect waive the applicable closing condition under the Merger Agreement. It is important for you to note that if either the Merger Proposal, Proposal 2 or the NASDAQ Proposal is not approved by our stockholders, or if either Proposal 3, Proposal 4 or the Incentive Plan Proposal is not approved by our stockholders and we and CardConnect do not waive the applicable closing condition under the Merger Agreement, then we will not consummate the Merger.

Our board of directors unanimously recommends that our stockholders vote “FOR” the Merger Proposal and “FOR” the other proposals presented in the proxy statement/prospectus. In considering the recommendation of our board of directors, you should keep in mind that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of our stockholders generally. For additional information, see the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger.”

		Sincerely,

		/s/ Daniel G. Cohen
		Daniel G. Cohen
		Chief Executive Officer, President and Director

This proxy statement/prospectus is dated [●], 2016, and is first being mailed to our stockholders on or about [●], 2016.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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FINTECH ACQUISITION CORP.

712 Fifth Avenue, 8^th Floor,

New York, New York 10019

NOTICE OF SPECIAL MEETING

OF STOCKHOLDERS OF FINTECH ACQUISITION CORP.

To Be Held on [●], 2016

To the Stockholders of FinTech Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of FinTech Acquisition Corp., a Delaware corporation, will be held on [●], 2016, at [●] [A.M./P.M.], Eastern Time, at [●]. You are cordially invited to attend the special meeting which will be held to consider and vote upon the following matters:

(1) The Merger Proposal—to consider and vote upon a proposal to approve the Merger and adopt the Merger Agreement;

(2) Proposal 2—to consider and vote upon a proposed amendment to our charter to increase our authorized common and preferred stock;

(3) Proposal 3—to consider and vote upon a proposed amendment to our charter to declassify the terms of our board of directors so that there will be one class of directors without staggered terms of office, and to make certain related changes;

(4) Proposal 4—to consider and vote upon a proposed amendment to our charter to provide for additional changes, principally including changing our corporate name from “FinTech Acquisition Corp.” to “CardConnect Corp.” and removing provisions applicable only to special purpose acquisition companies;

(5) Proposal 5—The NASDAQ Proposal—to consider and vote upon a proposal to approve, for purposes of complying with applicable NASDAQ Listing Rules, the issuance of more than 20% of our issued and outstanding common stock and the resulting change of control in connection with the Merger; and

(6) Proposal 6—The Incentive Plan Proposal—to consider and vote upon a proposal to adopt the CardConnect Corp. 2016 Omnibus Equity Compensation Plan, which we refer to as the 2016 Omnibus Plan.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of our common stock at the close of business on [●], 2016 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

All FinTech stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, we urge you to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, or abstain from voting, it will have the same effect as a vote “AGAINST” the Merger Proposal, Proposal 2, Proposal 3 and Proposal 4, but will have no effect on the NASDAQ Proposal and the Incentive Plan Proposal. Public stockholders may elect to redeem their public shares even if they vote “FOR” the Merger Proposal.

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After careful consideration, our board of directors has determined that the Merger Proposal, Proposal 2, Proposal 3, Proposal 4, the NASDAQ Proposal and the Incentive Plan Proposal are fair to and in the best interests of FinTech and our stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Merger Proposal and “FOR” the other proposals presented in the proxy statement/prospectus. In considering the recommendation of our board of directors, you should keep in mind that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of our stockholders generally. For additional information, see the section entitled “Proposal No. 1—The Merger Proposal—Interests of Certain Persons in the Merger.”

A complete list of FinTech stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of FinTech for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more completed description of the Merger and related transactions and each of our proposals. We urge you to read this proxy statement/prospectus (including the annexes) carefully. If you have any questions regarding the proxy statement/prospectus or need assistance voting your shares, please call our proxy solicitor, Morrow & Co., LLC at (800) 662-5200 if you are a stockholder or collect at (203) 658-9400 if you are a broker or bank.

New York, New York		By Order of the Board of Directors,

[●], 2016		/s/ Daniel G. Cohen
		Daniel G. Cohen
		Chief Executive Officer, President and Director

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TABLE OF CONTENTS

FREQUENTLY USED TERMS	1
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS	3
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	13
SELECTED HISTORICAL FINANCIAL INFORMATION OF FINTECH	20
SELECTED HISTORICAL FINANCIAL INFORMATION OF CARDCONNECT	21
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	22
COMPARATIVE PER SHARE DATA	24
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	25
RISK FACTORS	26
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	48
SPECIAL MEETING OF FINTECH STOCKHOLDERS	55
PROPOSAL NO. 1—THE MERGER PROSPOAL	59
PROPOSAL NO. 2—AUTHORIZATION TO INCREASE THE COMPANY’S AUTHORIZED CAPITAL	97
PROPOSAL NO. 3—DECLASSIFICATION OF THE BOARD OF DIRECTORS	99
PROPOSAL NO. 4—APPROVAL OF ADDITIONAL AMENDMENTS TO OUR CHARTER IN CONNECTION WITH THE MERGER	101
PROPOSAL NO. 5—THE NASDAQ PROPOSAL	103
PROPOSAL NO. 6—THE INCENTIVE PLAN PROPOSAL	104
Material U.S. Federal Income Tax Consequences of the Merger	110
INFORMATION ABOUT FINTECH	113
FINTECH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	121
INFORMATION ABOUT CARDCONNECT	124
CARDCONNECT’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	145
MANAGEMENT FOLLOWING THE MERGER	162
DESCRIPTION OF SECURITIES	171
BENEFICIAL OWNERSHIP OF SECURITIES	176
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	181
PRICE RANGE OF SECURITIES AND DIVIDENDS	185
LEGAL MATTERS	186
EXPERTS	186
APPRAISAL RIGHTS	186
DELIVERY OF DOCUMENTS TO STOCKHOLDERS	186
TRANSFER AGENT AND REGISTRAR	186
SUBMISSION OF STOCKHOLDER PROPOSALS	186
FUTURE STOCKHOLDER PROPOSALS	186
WHERE YOU CAN FIND MORE INFORMATION	187
INDEX TO FINANCIAL STATEMENTS	188

ANNEX A – AGREEMENT AND PLAN OF MERGER
ANNEX B – OPINION OF BTIG, LLC
ANNEX C – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
ANNEX D – 2016 OMNIBUS EQUITY COMPENSATION PLAN
ANNEX E –NOMINATING AND CORPORATE GOVERNANGE COMMITTEE CHARTER

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms we, us, our, the Company and FinTech refer to FinTech Acquisition Corp., and the terms combined company and post-combination company refer to FinTech Acquisition Corp. and FTS Holding Corporation following the consummation of the Merger. Furthermore, in this document:

“Backstop Commitment” means the commitment from the investor in our Equity Financing to agree to purchase up to $5.0 million in shares of our common stock through open market or privately negotiated transactions with stockholders, including specifically stockholders who have elected to redeem their shares in connection with the Merger, in order to help ensure we have sufficient funds to consummate the Merger and make any other payments required pursuant to the Merger Agreement.

“Cantor” means Cantor Fitzgerald & Co., the underwriter for our IPO.

“CardConnect” means FTS Holding Corporation, a Delaware corporation.

“Company common stock” or “our common stock” means common stock, par value $0.001 per share, of FinTech.

“Debt Financing” or “debt financing” means the financing as described in commitment letters from BMO Capital Markets Corp. and Babson Capital Management, LLC to provide financing to us in the aggregate amount of approximately $170.0 million to, among other things, refinance CardConnect’s indebtedness under its existing credit facility, pay transaction fees and expenses, pay a portion of the cash consideration in the Merger and use for general corporate purposes.

“Equity Financing” means the issuance of $37.5 million of our Series A Preferred Stock and 480,544 shares of our common stock to provide financing to us to, among other things, refinance CardConnect’s indebtedness under its existing credit facility, pay transaction fees and expenses, pay a portion of the cash consideration in the Merger and use for general corporate purposes.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“founder shares” means the 3,433,333 shares of our common stock issued prior to our IPO.

“initial stockholders” or “initial holders” means our Sponsor, Daniel G. Cohen, Betsy Z. Cohen, DGC Family FinTech Trust, Frank Mastrangelo, James J. McEntee, III, Shami Patel and Alan Joseph Ferraro, each of whom holds founder shares.

“IPO” means our initial public offering, consummated on February 19, 2015, in which we sold 10,000,000 public units at $10.00 per share.

“Merger” means the acquisition of CardConnect by Fintech through the merger of CardConnect with and into Merger Sub with Merger Sub being the surviving entity pursuant to the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of March 7, 2016, as it may be amended, by and among Fintech, Merger Sub and CardConnect.

“Merger Sub” means FinTech Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of FinTech.

“Merger Sub Shares” means shares of common stock, par value $0.0001 per share, of Merger Sub.

“placement shares” means the 300,000 shares of Company common stock included in the placement units purchased separately in the private placement by our Sponsor and Cantor.

“placement units” means the 300,000 units purchased by our Sponsor and Cantor in the private placement, each placement unit consisting of one placement share and one placement warrant.

“placement warrants” means the 300,000 warrants included in the placement units purchased by our Sponsor and Cantor in the private placement, each of which is exercisable for one share of Company common stock in accordance with its terms.

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“private placement” means the private sale of 300,000 units purchased by our Sponsor and Cantor that occurred simultaneously with the consummation of our IPO for a purchase price of $10.00 per placement unit for a total purchase price of $3.0 million.

“proposed charter” means the proposed second amended and restated certificate of incorporation of FinTech, which will become the Company’s certificate of incorporation upon the approval of Proposal 2, Proposal 3, Proposal 4, the Merger Proposal, the NASDAQ Proposal and the Incentive Plan Proposal and the consummation of the Merger. A copy of the proposed charter is attached hereto as Annex C.

“public shares” means the 10,000,000 shares of our common stock underlying the units issued in our IPO.

“public stockholders” means holders of public shares, including our initial stockholders to the extent our initial stockholders hold public shares, provided that our initial stockholders will be considered “public stockholders” only with respect to any public shares held by them.

“public warrants” means the 10,000,0000 warrants underlying the units issued in our IPO, each of which is exercisable for one share of our common stock in accordance with its terms.

“Second Lien Term Loan Facility” means the $40 million senior secured second lien term loan included in the Debt Financing.

“Securities Act” means the Securities Act of 1933, as amended.

“Series A Preferred Stock” means our Series A preferred stock, shares of which will be issued to the investor in the Equity Financing.

“special meeting” means the special meeting of stockholders of FinTech that is the subject of this proxy statement/prospectus.

“Sponsor” means FinTech Investor Holdings, LLC, a Delaware limited liability company and one of our initial stockholders.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Merger. The following questions and answers do not include all the information that may be important to you. We urge stockholders to read carefully this entire proxy statement/prospectus, including the annexes and the other documents referred to herein.

Q:	Why am I receiving this proxy statement/prospectus?

A:	Our stockholders are being asked to consider and vote upon a proposal to approve the Merger and adopt the Merger Agreement, among other proposals. We have entered into the Merger Agreement with CardConnect which provides for our acquisition of CardConnect pursuant to the merger of CardConnect with and into Merger Sub. Pursuant to the Merger Agreement, the aggregate consideration to be paid in the Merger will consist of $180,000,000 in cash plus the amount of CardConnect’s “Excess Cash” (as defined in the Merger Agreement) and $170,000,000 in our common stock, which, based on CardConnect’s current capitalization and assuming the Merger is completed on June 30, 2016, will consist of 14,856,877 shares of our common stock and options to purchase 3,472,506 shares of our common stock. The value of the common stock consideration assumes a $10.00 per share value for our common stock and takes into account the exercise price payable upon the exercise of options. The number of shares of our common stock and number options to be issued as consideration in the Merger are each subject to adjustment as described in the Merger Agreement. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

	Our common stock, units and warrants are currently listed on The NASDAQ Capital Market under the symbols “FNCT,” “FNTCU” and “FNTCW,” respectively. We will apply to continue the listing of our common stock and warrants on The NASDAQ Capital Market under the symbols “CCN” and “CCNW,” respectively, upon the closing of the Merger. At the closing, any of our units that are not already trading separately will separate into their component shares of common stock and warrants to purchase one share of our common stock.

	This proxy statement/prospectus and its annexes contain important information about the proposed Merger and the other matters to be acted upon at the special meeting. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes, which we urge you to do.

Q:	What is being voted on at the special meeting?

Our stockholders are being asked to vote on the following proposals:

Proposal 1—The Merger Proposal— A proposal to approve and adopt the Merger and the Merger Agreement;

Proposal 2— A proposal to approve an amendment to our charter to increase our authorized common stock;

Proposal 3— A proposal to approve an amendment to our charter to declassify the terms of our board of directors so that there will be one class of directors without staggered terms of office, and to make certain related changes;

Proposal 4— A proposal to approve an amendment to our charter to provide for additional changes, principally including changing our corporate name from “FinTech Acquisition Corp.” to “CardConnect Corp.” and removing provisions applicable only to special purpose acquisition companies;

Proposal 5—The NASDAQ Proposal— A proposal to approve, for purposes of complying with applicable NASDAQ Listing Rules, the issuance of more than 20% of our issued and outstanding common stock and the resulting change of control in connection with the Merger; and

Proposal 6—The Incentive Plan Proposal—A proposal to adopt the CardConnect Corp. 2016 Omnibus Equity Compensation Plan.

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Q:	Are the proposals conditioned on one another?

Q:	Why is FinTech providing stockholders with the opportunity to vote on the Merger?

Our charter requires that we provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination in conjunction with either a tender offer or a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than pursuant to a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Merger Proposal in order to provide our public stockholders with the opportunity to redeem their public shares in connection with the closing of the Merger.

Q:	What will happen in the Merger?

At the closing of the Merger, CardConnect will merge with and into Merger Sub, and Merger Sub will continue as the surviving entity of the Merger. Stockholders of CardConnect will receive a combination of shares of our common stock and cash as consideration in the Merger and will be stockholders of FinTech following the Merger. Following the Merger, we will change our name to CardConnect Corp. and Merger Sub will change its name to FTS Holding Corporation.

Q:	What equity stake will (i) current FinTech stockholders and former CardConnect stockholders hold in the Company after the closing and (ii) FinTech hold in the Company after the closing?

A:	We anticipate that, upon completion of the Merger, assuming that none of our stockholders exercise redemption rights, that an aggregate of 14,856,877 shares of our common stock will be issued to CardConnect stockholders as partial consideration in the Merger and that an aggregate of 480,544 shares of our common stock are issued pursuant to the Equity Financing, (1) our existing stockholders will hold in the aggregate approximately 47.2% of our outstanding common stock (34.4% held by our public stockholders and 12.8% held by the initial stockholders and Cantor), CardConnect’s former stockholders will hold approximately 51.1% of our outstanding common stock and the Equity Financing investor will hold approximately 1.7% of our outstanding common stock. These ownership percentages do not take into account (1) any warrants or options to purchase our common stock that will be outstanding following the Merger, including any options to purchase CardConnect common stock that will be converted into options to purchase our common stock pursuant to the Merger Agreement, (2) any equity awards that may be issued under our proposed 2016 Omnibus Plan following the Merger, or (3) any shares of Series A Preferred Stock that will be issued to the investor in our Equity Financing or any purchases of common stock that may be made by the investor in our Equity Financing pursuant to the Backstop Commitment. If any shares of our common stock are redeemed in connection with the Merger, the percentage of outstanding our common stock held by our public stockholders will decrease and the percentages of our outstanding common stock held by our initial stockholders and Cantor, by the former CardConnect stockholders and by the Equity Financing investor each will increase. If the Equity Financing investor purchases shares in the open market pursuant to the Backstop Commitment, the percentage of our common stock held by such investor will increase and the percentage of shares held by our public stockholders will decrease.

	See “Summary—Impact of the Merger on FinTech’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

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Q:	Will FinTech obtain new financing in connection with the Merger?

Yes. We have obtained commitment letters from BMO Capital Markets Corp., which we refer to as BMO, and Babson Capital Management, LLC, which we refer to as Babson, and, together with BMO, we refer to as the Lenders, to provide the Debt Financing to Merger Sub in the aggregate amount of approximately $170.0 million. We also intend to issue $37.5 million of our Series A Preferred Stock in the Equity Financing. The proceeds from the Debt Financing and the Equity Financing will used to, among other things, refinance CardConnect’s indebtedness under its existing credit facility, pay transaction fees and expenses, pay a portion of the consideration in the Merger and for general corporate purposes. The Debt Financing and the Equity Financing are each contingent upon stockholder approval of the Merger.

Q:	What conditions must be satisfied to complete the Merger?

There are a number of closing conditions in the Merger Agreement, including that our stockholders have approved the Merger and adopted the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Merger, see the section entitled “Proposal No. 1—The Merger Proposal—The Merger Agreement – Conditions to Closing of the Merger.”

Q:	Are there any arrangements to help ensure that Fintech will have sufficient funds to complete the Merger?

Yes. We have received a commitment from the investors in the Equity financing to purchase pursuant to the Backstop Commitment up to $5.0 million in of shares of our common stock through open market or privately negotiated transactions with stockholders, including specifically stockholders that have elected to redeem or indicated their intend to elect to redeem their shares of common stock in connection with the Merger.

Q:	Why is FinTech proposing Proposal 2, Proposal 3 and Proposal 4?

We are asking our stockholders to approve these proposals to amend to our charter in connection with the Merger. The proposed charter amendments that we are asking our stockholders to approve in provide for (1) an increase in the number of authorized shares of our common stock so that we will have sufficient authorized shares to issue as consideration in the Merger and to reserve for issuance under the 2016 Omnibus Plan, if such plan is approved, and for future issuances of common stock, (2) the declassification of the terms of our board of directors so that there will be one class of directors without staggered terms of office and (3) additional changes, principally including the change of our name to “CardConnect Corp.” and the removal of provisions in our charter applicable only to special purpose acquisition corporations. Pursuant to the Merger Agreement, approval of each of Proposal 2, Proposal 3 and Proposal 4 is a condition to consummation of the Merger. In addition, approval of the Merger Proposal is conditioned on approval of Proposal 2.

Q:	Why is FinTech proposing the NASDAQ Proposal?

We are proposing the NASDAQ Proposal in order to comply with NASDAQ Listing Rules 5635(a) and (b), which require stockholder approval of the issuance of shares of stock in certain transactions that results in (1) the issuance of 20% or more of the voting power outstanding or shares of common stock outstanding before such issuance of stock and (2) a change of control. Pursuant to the Merger Agreement, based on CardConnect’s capitalization as of May 3, 2016 and assuming a closing date of June 30, 2016, we anticipate issuing an aggregate of 14,856,877 shares of our common stock, subject to adjustment as described in the Merger Agreement, to CardConnect stockholders as partial consideration in the Merger, and 480,544 shares pursuant to the Backstop Commitment. Because the issuance of such shares of our common stock (1) will constitute more than 20% of our outstanding common stock and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of FinTech, we are required to obtain stockholder approval of such issuance pursuant to NASDAQ Listing Rules 5635(a) and (b). In addition, approval of the Merger Proposal is conditioned on approval of the NASDAQ Proposal.

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Q:	Why is FinTech proposing the Incentive Plan Proposal?

The purpose of the 2016 Omnibus Plan is to provide eligible employees, directors and consultants the opportunity to receive stock-based incentive awards in order to encourage such persons to contribute materially to the growth of the combined company and align their economic interests with those of our stockholders. NASDAQ Listing Rule 5635(c) requires that we obtain stockholder approval of certain equity compensation plans. Accordingly, we are proposing the Incentive Plan Proposal to request such stockholder approval of the 2016 Omnibus Plan. In addition, pursuant to the Merger Agreement, approval of the Incentive Plan Proposal is a condition to consummation of the Merger.

Q:	What happens if I sell my shares of Company common stock before the special meeting?

The record date for the special meeting is [●], 2016, and is earlier than the date on which we expect the Merger to be completed. If you transfer your shares of common stock after the record date, but before the special meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Merger. If you transfer your shares of our common stock before the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

Q:	What constitutes a quorum at the special meeting?

A quorum will be present at the special meeting if a majority of the shares of our common stock outstanding and entitled to vote at the special meeting is represented at the meeting in person or by proxy. If a stockholder fails to vote his, her or its shares in person or by proxy, or if a broker fails to vote in person or by proxy shares held by it in nominee name, such shares will not be counted for the purposes of establishing a quorum. If a stockholder who holds his, her or its shares in “street name” through a broker or other nominee fails to give voting instructions to such broker or other nominee (a “broker non-vote”) on all of the proposals set forth in this proxy statement/prospectus, such shares will not be counted for the purposes of establishing a quorum. An abstention from voting, shares represented at the special meeting in person or by proxy but not voted on one or more proposals, or a broker non-vote, so long the stockholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the special meeting may adjourn the special meeting. As of the record date for the special meeting, the presence in person or by proxy of 6,866,667 shares of our common stock would be required to achieve a quorum.

Q:	What vote is required to approve the proposals presented at the special meeting?

The approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting or a broker non-vote will each have the same effect as a vote “AGAINST” the Merger Proposal.

The approval of each of Proposal 2, Proposal 3 and Proposal 4 requires the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote on such proposal. Accordingly, a stockholder’s failure to vote in person or by proxy, a broker non-vote or an abstention on any of these proposals will have the same effect as a vote “AGAINST” such proposal.

The approval of each of the NASDAQ Proposal and the Incentive Plan Proposal require the affirmative vote of holders of a majority of the total votes cast on such proposal. Accordingly, neither a stockholder’s failure to vote in person or by proxy, a broker non-vote nor an abstention will be considered a “vote cast,” and thus will have no effect on the outcome of the NASDAQ Proposal or the Incentive Plan Proposal.

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Q:	May the initial stockholders, FinTech’s directors, officers, advisors or their respective affiliates purchase shares in connection with the Merger?

At any time prior to the special meeting, our initial stockholders, directors, officers, advisors or their respective affiliates may purchase shares of our common stock on the open market, and may purchase shares in privately negotiated transactions from stockholders who vote, or indicate an intention to vote, against the Merger Proposal, or who have elected or redeem, or indicate an intention to redeem, their shares in connection with the Merger. Any such privately negotiated purchases may be effected at purchase prices that are in excess of fair market value or in excess of the per-share pro rata portion of the trust account. Our initial stockholders, directors, officers, advisors and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to acquire shares of our common stock or vote their shares in favor of the Merger Proposal. While the exact nature of such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such persons against potential loss in value of their shares, including the granting of put options and the transfer to such persons of shares or warrants for nominal value. Our initial stockholders, directors, officers or their respective affiliates will not effect any such purchases when they are in possession of any material non-public information relating to FinTech or CardConnect, during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act.

Q:	How many votes do I have at the special meeting?

A:	Our stockholders are entitled to one vote at the special meeting for each share of our common stock held of record as of [●], 2016, the record date for the special meeting. As of the close of business on the record date, there were 13,733,333 outstanding shares of our common stock.

Q:	How will the initial stockholders and FinTech’s directors and officers vote?

In connection with our IPO, we entered into an agreement with each of our initial stockholders, our executive officers and our directors, pursuant to which they agreed to vote any shares of our common stock owned by them in favor of the Merger Proposal. As of the date of this proxy statement/prospectus, our initial stockholders, executive officers and directors own approximately 26.5% of our issued and outstanding shares of common stock, including all of the founder shares. None of our initial stockholders, executive officers or directors have entered into agreements, and are not currently in negotiations, to purchase or sell shares prior to the record date.

In addition, simultaneously with the execution of the Merger Agreement, our initial stockholders, executive officers and directors entered into a Voting Agreement with certain stockholders of CardConnect, which we refer to as the Voting Agreement, pursuant to which the parties thereto agreed to vote any shares of our common stock owned by them (representing as of the date hereof approximately 26.5% of the outstanding shares of our common stock) in favor of the Merger Proposal.

Q:	What interests do FinTech’s current officers and directors have in the Merger?

A:	Our directors and executive officers have interests in the Merger that are different from or in addition to (and which may conflict with) the interests of our stockholders. These interests include:

●

that our Sponsor, officers and directors will hold our common stock following the Merger, subject to lock-up agreements;

●

that our Sponsor, officers and directors will hold placement warrants to purchase shares of our common stock;

●

that our Sponsor, officers and certain of our directors paid an aggregate of $2,025,250 for their founder shares, placement shares and placement warrants and that such securities should have a significantly higher value at the time of the Merger and will have little or no value if we do not complete the Merger;

●

that our Sponsor, officers and directors have waived their redemption rights with respect to their founder shares, placement shares and public shares in connection with the Merger, and have waived their redemption and liquidation rights with respect to their founder shares and placement shares if we are unable to complete a business combination by August 19, 2016;

	●	if we are unable to complete a business combination by August 19, 2016, our Chief Executive Officer will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities to which we owe money for services rendered or contracted for or products sold to us, but only if such a vendor or target business has not executed such a waiver;

	●	that our Sponsor has agreed to loan us funds in an amount up to $750,000 for working capital requirements and to finance transaction costs in connection with an initial business combination, and any amounts outstanding under this loan will not be repaid if we are unable to complete a business combination by August 19, 2016;

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●

the continuation of Betsy Z. Cohen as a director of the combined company; and

●

the continued indemnification of our current directors and officers and the continuation of directors’ and officers’ liability insurance after the Merger.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Merger.

Q:	What happens if I vote against the Merger Proposal?

A:	If the Merger Proposal is not approved and we do not otherwise consummate an alternative business combination by August 19, 2016, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

Q:	Do I have redemption rights?

If you are a holder of public shares, you may redeem your public shares for cash equal to a pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the Merger (including any portion of the interest earned thereon which was not previously used or distributed to us for working capital purposes or to pay dissolution expenses or taxes), upon the consummation of the Merger. You must affirmatively vote “FOR” or “AGAINST” the Merger Proposal in order to exercise redemption rights. A public stockholder, together with any of his, her or its affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding public shares. Our initial stockholders and Cantor have waived their redemption rights with respect to their founder shares and placement shares in connection with the Merger, and our initial stockholders have also waived their redemption rights with respect to any public shares they hold in connection with the Merger. All such shares held by our initial stockholders and Cantor will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the trust account of approximately $100.0 million on January 31, 2016, the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly tendered for redemption will only be redeemed if the Merger is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including any portion of the interest earned thereon which was not previously used or distributed to us for working capital purposes or to pay dissolution expenses or taxes) upon our liquidation.

Q:	Do the initial stockholders or FinTech’s directors and officers have redemption rights in connection with the Merger?

A:	No. Our initial stockholders, directors and officers have waived their redemption rights with respect to their founder shares, placement shares and public shares in connection with the Merger.

Q:	Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your shares of our common stock “FOR” or “AGAINST” the Merger Proposal or any other proposal described in this proxy statement/prospectus. You must affirmatively vote either “FOR” or “AGAINST” the Merger Proposal in order to exercise redemption rights.

Q:	How do I exercise my redemption rights?

In order to exercise your redemption rights, you must (i) affirmatively vote either “FOR” or “AGAINST” the Merger Proposal; (ii) check the box on the enclosed proxy card to elect redemption; and (iii) prior to [●] [a.m/p.m.], Eastern Time on [●], 2016 (two business days before the special meeting), (x) submit a written request to our transfer agent that we redeem your public shares for cash, and (y) deliver your stock to our transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?”

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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Merger. If you deliver your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares to you (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:	What are the federal income tax consequences of exercising my redemption rights?

Our stockholders who exercise redemption rights to receive cash from the trust account in exchange for their shares of our common stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of our common stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution if it does not effect a meaningful reduction in the redeeming stockholder’s percentage ownership in us. Any such distribution will be treated as dividend income to the extent of our current or accumulated earnings and profits. Any distribution in excess of our earnings and profits will reduce the redeeming stockholder’s basis in our common stock, and any remaining excess will be treated as gain realized on the sale or other disposition of our common stock. See the section entitled “Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.”

Q:	If I am a FinTech warrant holder, can I exercise redemption rights with respect to my warrants?

A:	No. The holders of our warrants have no redemption rights with respect to our warrants.

Q:	Do I have appraisal rights if I object to the proposed Merger?

A:	No. There are no appraisal rights available to holders of our common stock in connection with the Merger.

Q:	What happens to the funds held in the trust account upon consummation of the Merger?

If the Merger is consummated, the funds held in the trust account will be released to us, and those funds together with the funds from the Debt Financing and Equity Financing will be used to pay or fund (i) the portion of Merger consideration payable in cash to CardConnect stockholders pursuant to the Merger Agreement, (ii) the redemption price for shares of our common stock redeemed by our stockholders who properly exercise redemption rights, (iii) the refinancing of CardConnect’s indebtedness under its existing credit facility, (iv) up to $4.0 million in deferred underwriting compensation payable to Cantor as the underwriters of our IPO, (v) fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by or on behalf of the Company, Merger Sub or CardConnect in connection with the Merger and the other transactions contemplated by the Merger Agreement, (vi) the repayment of loans from our Sponsor in an aggregate amount not to exceed $750,000 for working capital purposes and to pay expenses to identify an acquisition target and consummate the Merger and related transactions (see “Certain Relationships and Related Transactions—FinTech Related Person Transactions” for additional information), and (vii) general corporate purposes of the combined company, including, but not limited to, working capital for operations, capital expenditures and future acquisitions.

Q:	What happens if the Merger is not consummated?

There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “Proposal No. 1—The Merger Proposal—The Merger Agreement—Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, we are unable to complete the Merger or another business combination transaction by August 19, 2016, our charter provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all public shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust account, less any interest released to us for working capital purposes, the payment of taxes or dissolution expenses (although, we expect all or substantially all of the interest released to be used for working capital purposes), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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	We expect that the amount of any distribution our public stockholders will be entitled to receive upon our dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Merger, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. Holders of our founder shares and placement shares have waived any right to any liquidation distribution with respect to those shares.

	In the event of liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, the warrants will expire worthless.

Q:	When is the Merger expected to be completed?

We currently anticipate that the Merger will be consummated promptly following the special meeting, provided that all other conditions to the consummation of the Merger have been satisfied or waived. In any event, we expect the closing of the Merger to occur, on or prior to June 30, 2016.

For a description of the conditions to the consummation of the Merger, see the section entitled “Proposal No. 1—The Merger Proposal — Conditions to Closing of the Merger.”

Q:	What do I need to do now?

We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes and the information in the section entitled “Risk Factors” beginning on page 26, and to consider how the Merger will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:	How do I vote?

If you were a holder of record of our common stock on [●], 2016, the record date for the special meeting, you may vote with respect to the proposals in person at the special meeting or any adjournment thereof, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly represented and voted at the meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:	What will happen if I abstain from voting or fail to vote at the special meeting?

At the special meeting, if you abstain from voting with respect to a particular proposal, your shares will be counted as present for purposes of establishing a quorum. For purposes of approving the proposals, failure to vote or an abstention will each have the same effect as a vote “AGAINST” each of the Merger Proposal, Proposal 2, Proposal 3 and Proposal 4. A failure to vote or an abstention will have no effect on the outcome of each of the NASDAQ Proposal and the Incentive Plan Proposal.

Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:	Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders.

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Q:	If I am not going to attend the special meeting in person, should I return my proxy card instead?

A:	Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted as present for the purpose of determining the existence of a quorum at the special meeting so long a stockholder has given the broker or other nominee voting instructions on at least one of the proposals set forth in this proxy statement/prospectus. However, broker non-votes will not be counted as “votes cast” at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:	May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to our transfer agent at the address listed under “Who can help answer my questions” below so that it is received by the transfer agent prior to the special meeting, or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our chief financial officer, which must be received by our chief financial officer prior to the special meeting.

Q:	What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:	Who will solicit and pay the cost of soliciting proxies?

We will pay the cost of soliciting proxies for the special meeting. We intend to engage Morrow & Co., LLC, which we refer to as Morrow, to assist in the solicitation of proxies for the special meeting. We will pay Morrow a fee of $[●] plus a per call fee for any incoming or outgoing stockholder calls for such services, which fee also includes Morrow acting as the inspector of elections at the special meeting. We will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:	Who can help answer my questions?

A:	If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

James J. McEntee, III, Chief Financial Officer and Chief Operating Officer

FinTech Acquisition Corp.

712 Fifth Ave., 8^th Floor

New York, New York 10019

Tel: (215) 701-9602

Email: jmcentee@fintechacquisition.com

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You may also contact our proxy solicitor at:

Morrow & Co., LLC

470 West Avenue

Stamford, Connecticut 06902

Tel: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400

Email: FinTech.info@morrowco.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent prior to the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that may be important to you. To better understand the proposals to be considered at the special meeting, including the Merger Proposal, we urge you to read this entire proxy statement/prospectus carefully, including the section entitled “Risk Factors” and the annexes. See also the section entitled “Where You Can Find More Information.”

Unless otherwise specified, all share amounts and share calculations: (i) assume no exercise of redemption rights by our public stockholders, (ii) assume that an aggregate of 14,856,877 shares of our common stock will be issued to CardConnect stockholders as partial consideration in the Merger, based on CardConnect’s capitalization as of May 3, 2016 and an assumed closing date of June 30, 2016, and subject to adjustment as described in the Merger Agreement, (iii) assume that 480,544 shares of our common stock are issued pursuant to the Equity Financing and (iv) do not include (a) any warrants to purchase our common stock that will be outstanding following the Merger, (b) any options to purchase our common stock that will be outstanding following the Merger, including any options to purchase CardConnect common stock that will be converted into options to purchase our common stock pursuant to the Merger Agreement, (c) any equity awards that may be issued under our proposed 2016 Omnibus Equity Compensation Plan following the Merger or (d) any shares of our Series A Preferred Stock issued pursuant to the Equity Financing.

Parties to the Merger

FinTech Acquisition Corp.

We are a Delaware special purpose acquisition company formed in November 2013 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our securities are traded on NASDAQ under the ticker symbols “FNTC,” “FNTCU” and “FNTCW.” We will apply to continue the listing of our common stock and warrants on The NASDAQ Capital Market under the symbols “CCN” and “CCNW,” respectively, upon the closing of the Merger. Following the Merger, we expect to change our name to CardConnect Corp.

The mailing address of our principal executive office is 712 Fifth Ave., 8^th Floor, New York, New York 10019, and our telephone number is (215) 701-9602.

FinTech Merger Sub, Inc.

Merger Sub, a Delaware corporation, is a wholly-owned subsidiary formed by us on January 14, 2016 to consummate the Merger. In the Merger, CardConnect will merge with and into Merger Sub, with Merger Sub being the surviving entity. Stockholders of CardConnect will receive a combination of cash and shares of our common stock as consideration in the Merger. Following the Merger, Merger Sub will change its name to FTS Holding Corporation.

The mailing address of Merger Sub’s principal executive office is 712 Fifth Ave., 8^th Floor, New York, New York 10019, and its telephone number is (215) 701-9602.

FTS Holding Corporation

FTS Holding Corporation, a Delaware corporation which we refer to as CardConnect, is a provider of payment processing solutions to merchants throughout the United States. CardConnect’s secure, proprietary platform allows it to provide payment solutions, superior customer support and first-rate tools for its distribution partners and merchants. CardConnect’s solutions and services enable distribution partners to effectively manage their business and for merchants to securely accept electronic payments.

The mailing address of CardConnect’s principal executive office is 1000 Continental Drive, Suite 300, King of Prussia, Pennsylvania 19406 and its telephone number is (484) 581-2200.

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The Merger Proposal

The Merger Agreement provides for the acquisition of CardConnect pursuant to the merger of CardConnect with and into Merger Sub. The following summary of the Merger and the Merger Agreement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A hereto.

Upon completion of the Merger, CardConnect stockholders will receive a combination of cash and our common stock as consideration for their shares of preferred and common stock of CardConnect. The aggregate consideration to be paid in the Merger will consist of:

●

$180,000,000 in cash plus the amount of CardConnect’s “Excess Cash,” as defined below, which we refer to as the Cash Merger Consideration; and

●

$170,000,000 in our common stock, which we refer to as the Common Stock Merger Consideration, and which will consist of 14,856,877 shares of our common stock and options to purchase 3,472,506 shares of our common stock, which we refer to as Converted Options. The value of the Common Stock Merger Consideration is based on an assumed $10.00 per share value for our common stock and takes into account the exercise price of each Converted Option. The number of shares of our common stock and number of Converted Options issuable as Common Stock Merger Consideration are each subject to adjustment as described in the Merger Agreement.

We refer to the Cash Merger Consideration and the Common Stock Merger Consideration together as the Merger Consideration.

Under the Merger Agreement, “Excess Cash” means the aggregate amount, as determined in good faith by CardConnect’s executive management team, of the cash and cash equivalents of CardConnect and its subsidiaries in excess of $500,000, excluding any cash or cash equivalents of CardConnect and its subsidiaries that are restricted as to withdrawal or general use whether by contract or otherwise, are designated for expenditure in the acquisition or construction of noncurrent assets, or are segregated for use with respect to an existing liability.

We intend to fund the Cash Merger Consideration with a combination of cash held in our trust account and the proceeds of our proposed Debt Financing and Equity Financing. A portion of the proceeds from our proposed Debt Financing and Equity Financing will also be used to refinance CardConnect’s indebtedness under its existing credit facility and pay fees and expenses related to the Merger. To the extent not used to pay the Cash Merger Consideration, refinance CardConnect’s existing indebtedness or pay fees and expenses related to the Merger, the proceeds from the proposed Debt Financing and Equity Financing will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions.

See “Proposal No. 1 – The Merger Proposal” for more information regarding the Merger and the Merger Proposal.

Opinion of BTIG to FinTech’s Board of Directors

In connection with the Merger, our financial advisor, BTIG, LLC, which we refer to as BTIG, delivered a written opinion, dated March 1, 2016, which we refer to as the Opinion, to our board of directors that, as of March 1, 2016, and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, (i) the Merger Consideration to be paid by us in the Merger pursuant to the Merger Agreement was fair to us, from a financial point of view, and (ii) the fair market value of CardConnect implied by the various financial analyses BTIG conducted in connection with its opinion equaled or exceeded 80% of the amount held by us in trust for the benefit of our public stockholders (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account).

The full text of the written opinion, which describes the assumptions made, procedures followed, matters considered, limitations on the review undertaken and qualifications contained in such opinion, is attached to this proxy statement/prospectus as Annex B and is incorporated herein by reference. We urge you to read the opinion carefully in its entirety. BTIG’s opinion does not constitute a recommendation to any holder of shares of our common stock as to how such holder should vote or act with respect to the Merger Agreement or the Merger Proposal, whether such holder should exercise its redemption rights with respect to its shares of our common stock or as to any other matter.

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Redemption Rights

Pursuant to our charter, holders of our public shares may elect to have their shares redeemed for cash at a redemption price per share calculated in accordance with our charter. As of January 31, 2016, this would have amounted to approximately $10.00 per share. If a holder of public shares properly exercises his, her or its redemption rights, then such holder will be exchanging his, her or its shares of our common stock for cash and will no longer own such shares. Holders of public shares must affirmatively vote either “FOR” or “AGAINST” the Merger Proposal in order to exercise redemption rights. See the section entitled “Special Meeting of FinTech Stockholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any of its affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from exercising redemption rights with respect to 20% or more of the public shares.

We will not consummate the Merger or redeem any public shares if pubic stockholders redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 or that would cause us to have insufficient funds to pay the Cash Merger Consideration and other amounts required under the Merger Agreement.

Any redemptions by our public stockholders will decrease the funds in the trust account available to us to consummate the Merger and related transactions. We have estimated that the fees and expenses incurred in connection with the Merger either on our behalf or on behalf of CardConnect and for which we are required to reimburse CardConnect, which we refer to as the Transaction Expenses, will be approximately $17.0 million. Assuming that actual Transaction Expenses are at least $17.0 million, if any shares are redeemed by public stockholders, we will have insufficient funds available to pay the Cash Merger Consideration and other amounts payable under the Merger Agreement unless we obtain additional financing or raise additional capital, or the applicable conditions under the Debt Financing are waived by the Lenders (See “Proposal No. 1—The Merger Proposal—The Merger Agreement—Acquisition Financing”). We intend to enter into a written agreement for the Backstop Commitment pursuant to which the investor in the Equity Financing will commit to purchase up to $5.0 million in shares of our commons stock from existing stockholders, including specifically stockholders who have elected or intend to elect to redeem their shares in connection with the Merger, in order to help ensure that we will have sufficient funds to consummate the Merger.

Impact of the Merger on FinTech’s Public Float

We anticipate that, upon completion of the Merger, (1) our initial stockholders and Cantor will hold approximately 12.8% of our outstanding common stock, (2) our public stockholders will hold approximately 34.4% of our outstanding common stock, (3) CardConnect’s former stockholders will hold approximately 51.1% of our outstanding common stock and (4) the investor in the Equity Financing will hold approximately 1.7% of our outstanding common stock. If any shares of or common stock are redeemed in connection with the Merger, the percentage of our common stock held by our public stockholders will decrease and the percentages of our outstanding common stock held by our existing officers, initial stockholders and Cantor and held by CardConnect stockholders will each increase. If the Equity Financing investor purchases shares in the open market pursuant to the Backstop Commitment, the percentage of our common stock held by such investor will increase and the percentage of shares held by our public stockholders will decrease.

Debt Financing

We have obtained a commitment letter from BMO Capital Markets Corp. and a commitment letter from Babson Capital Management, LLC, which together set forth the terms for the proposed Debt Financing to Merger Sub in an aggregate amount of approximately $170.0 million, to, among other things, pay a portion of the Cash Merger Consideration, refinance CardConnect’s indebtedness under its existing credit facility, pay transaction fees and expenses and use for general corporate purposes. The Debt Financing is contingent upon the consummation of the Merger and other customary closing conditions.

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Board of Directors of FinTech Following the Merger

Upon consummation of the Merger, the Merger Agreement provides that our board of directors will increase its size from five to seven members. Betsy Cohen will continue to serve as a director following the Merger. The remaining four incumbent directors, Daniel Cohen, Walter Beach, Shami Patel and William Lamb, have advised us that they will resign from our board of directors upon closing of the Merger. Our board of directors intends to fill the vacancies created by such resignations and the increase in size of the board with the following newly appointed directors: Peter Burns, Toos Daruvala, Richard Garman, Jeffrey Shanahan, Ronald Taylor and Christopher Winship. See “Management Following the Merger” for additional information.

Regulatory Matters

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, and the related rules and regulations issued by the Federal Trade Commission, which we refer to as the FTC, certain transactions, including the Merger, may not be consummated until notifications have been given and specified information and documentary material have been furnished to the FTC and the United States Department of Justice, which we refer to as the DOJ, and the applicable waiting periods have expired or been terminated. The completion of the Merger is conditioned upon the expiration or early termination of the HSR Act waiting period. On April 12, 2016, we and CardConnect filed our respective notification and report forms under the HSR Act with the DOJ and the FTC and received notice of early termination of the waiting period on April 29, 2016. See “Proposal No. 1. The Merger Proposal—The Merger Agreement—Covenants of the Parties” for additional information.

Accounting Treatment

The Merger will be accounted for as a reverse merger. CardConnect will be considered the “acquirer” and FinTech will be treated as the “acquired” company for financial reporting purposes.

Appraisal Rights

Appraisal rights are not available to our stockholders in connection with the Merger.

Reasons for the Merger

Our board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, has determined that the Merger Agreement and the transactions contemplated thereby, are in the best interest of the Company, and unanimously recommends that our stockholders vote “FOR” the Merger Proposal. For a description of the reasons considered by our board of directors in deciding to recommend adoption of the Merger Agreement, see the sections entitled “Proposal No. 1. The Merger Proposal—FinTech’s Board of Directors’ Reasons for the Approval of the Merger” and “Proposal No. 1. The Merger Proposal—Recommendation of the Board.”

Proposals Related to the Company’s Proposed Second Amended and Restated Certificate of Incorporation

In connection with the Merger Proposal, and in order to allow us to complete the Merger, we are asking you to approve the following amendments to our charter:

Proposal 2—To amend our charter to increase our authorized common stock.

Proposal 3—To amend our charter to declassify the terms of our board of directors so that there will be one class of directors without staggered terms of office, and to make certain related changes.

Proposal 4—To amend our charter to provide for additional changes in connection with the Merger, including changing the Company’s corporate name from “FinTech Acquisition Corp.” to “CardConnect Corp.”

See the sections entitled “Proposal No. 2—Authorization to Increase the Company’s Authorized Capital,” “Proposal No. 3—Declassification of the Board of Directors” and “Proposal No. 4—Approval of Additional Amendments to Current Charter in Connection with the Merger” for more information.

The NASDAQ Proposal

In connection with the Merger Proposal, and in order to allow us to complete the Merger, we are asking you to approve, for purposes of complying with applicable NASDAQ Listing Rules, the issuance of more than 20% of our issued and outstanding common stock and the resulting change of control in connection with the Merger. See the section entitled “Proposal No. 5—The NASDAQ Proposal” for more information.

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The Incentive Plan Proposal

Our proposed 2016 Omnibus Plan will be effective upon closing of the Merger, subject to approval by our stockholders at the special meeting. The proposed 2016 Omnibus Plan will reserve up to 3,796,296 shares of our common stock for issuance in accordance with the plan’s terms. The purpose of the 2016 Omnibus Plan is to provide eligible employees, directors and consultants the opportunity to receive stock-based incentive awards in order to encourage them to contribute materially to our growth and to align the economic interests of such persons with those of our stockholders. The summary of the 2016 Omnibus Plan above is qualified in its entirety by reference to the complete text of the 2016 Omnibus Plan, a copy of which is attached as Annex D to this proxy statement/prospectus. You are encouraged to read the 2016 Omnibus Plan in its entirety. See the section entitled “Proposal No. 6 –The Incentive Plan Proposal.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the shares of our common stock outstanding and entitled to vote at the special meeting is represented at the meeting in person or by proxy. An abstention from voting, shares represented at the special meeting in person or by proxy but not voted on one or more proposals or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee on one or more but less than all of the proposals set forth in this proxy statement/prospectus (a “broker non-vote”) will each count as present for the purposes of establishing a quorum. As of the date of this proxy statement/prospectus, our executive officers, directors and affiliates held approximately 25.1% of our outstanding shares of common stock. All of such shares will be voted in favor of the Merger Proposal and other proposals described in this proxy statement/prospectus and presented at the special meeting.

The approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Merger Proposal.

Recommendation to FinTech Stockholders

Our board of directors believes that each of the Merger Proposal, Proposal 2, Proposal 3, Proposal 4, the NASDAQ Proposal and the Incentive Plan Proposal to be presented at the special meeting is in the best interest of FinTech and unanimously recommends that our stockholders vote “FOR” each of the proposals.

Interest of Certain Persons in the Merger

When you consider the recommendation of our board of directors in favor of approval of these proposals, you should also consider that our directors and officers have interests in the Merger that are different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

●

that our Sponsor, officers and directors will hold our common stock following the Merger, subject to lock-up agreements;

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●

that our Sponsor, officers and directors will hold placement warrants to purchase shares of our common stock;

●

	●	that our Sponsor, officers and directors have waived their redemption rights with respect to their founder shares, placement shares and public shares in connection with the Merger, and have waived their redemption and liquidation rights with respect to their founder shares and placement shares if we are unable to complete a business combination by August 19, 2016;

	●	if we are unable to complete a business combination by August 19, 2016, our Chief Executive Officer will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities to which we owe money for services rendered or contracted for or products sold to us, but only if such a vendor or target business has not executed such a waiver;

	●	that our Sponsor has agreed to loan us funds in an amount up to $750,000 for working capital requirements and to finance transaction costs in connection with an initial business combination, and any amounts outstanding under this loan will not be repaid if we are unable to complete a business combination by August 19, 2016;

●

the continuation of Betsy Cohen as a director of the combined company; and

●

the continued indemnification of our current directors and officers and the continuation of directors’ and officers’ liability insurance after the Merger.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Sponsor, directors, officers and their respective affiliates may purchase our securities on the open market, and may enter into agreements to purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal, or who have elected or redeem, or indicate an intention to redeem, their shares in connection with the Merger. Any such privately negotiated purchases may be effected at purchase prices that are in excess of fair market value or in excess of the per-share pro rata portion of the trust account. Our initial stockholders, directors, officers, advisors and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to acquire shares of our common stock or vote their shares in favor of the Merger Proposal. While the exact nature of such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such persons against potential loss in value of their shares, including the granting of put options and the transfer to such persons of shares or warrants for nominal value. Our initial stockholders, directors, officers or their respective affiliates will not effect any such purchases when they are in possession of any material non-public information relating to us or CardConnect, during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act.

The purpose of such purchases and other transactions would be to increase the likelihood that the Merger Proposal is approved and to decrease the likelihood that holders will request redemption of public shares and cause us to have insufficient funds to pay the Cash Merger Consideration and other amounts required under the Merger Agreement. Entering into any such arrangements may have a depressive effect on the price our common stock. For example, if as a result of these arrangements an investor or holder purchases shares for nominal value, the investor or holder may be more likely to sell such shares immediately following the closing of the Merger for a price below market value.

If such transactions are effected, the consequence could be to cause the Merger Proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert disproportionate influence over the approval of the Merger Proposal and other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement/prospectus, no such agreements to sell or purchase shares prior to the record date have been entered into with any such investor or holder. We will file a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that are not described in this proxy statement/prospectus and that would affect the vote on the Merger Proposal.

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Material U.S. Federal Income Tax Consequences

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. Assuming that the Merger does qualify as a reorganization for U.S. federal income tax purposes, a U.S. holder of shares of CardConnect preferred and common stock generally will recognize gain (but not loss) on the exchange in an amount equal to the lesser of (1) the amount of gain realized (i.e., the excess of the sum of the fair market value of the shares (including any fractional shares) of our common stock and cash received pursuant to the Merger (excluding any cash received in lieu of fractional shares) over the holder’s adjusted tax basis in its shares of CardConnect preferred and common stock surrendered pursuant to the Mergers) and (2) the amount of cash (excluding any cash received in lieu of fractional shares) received pursuant to the Merger, and such holder will recognize gain or loss with respect to any cash received in lieu of fractional shares of our common stock. CardConnect stockholders should consult their tax advisors for a full understanding of all of the tax consequences of the Merger to them. See “Material U.S. Federal Income Tax Consequences of the Merger” for additional information.

For a description of the tax consequences for stockholders exercising rights to redeem common stock in connection with the Merger, see the section entitled “Material U.S. Federal Income Tax Considerations for Stockholders Exercising Redemption Rights.”

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 26.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF FINTECH

The following table sets forth selected historical FinTech financial information. Our balance sheet data as of January 31, 2016 and 2015 and our income statement data for the three months ended January 31, 2016 and 2015 are derived from our unaudited financial statements included elsewhere in this proxy statement/prospectus. Our balance sheet data as of October 31, 2015 and 2014 and income statement data for the years ended October 31, 2015 and 2014 are derived from our audited financial statements included elsewhere in this proxy statement/prospectus.

The following information is only a summary and should be read in conjunction with our condensed consolidated financial statements and related notes contained elsewhere in this proxy statement/prospectus and information discussed under “Information About FinTech— FinTech’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of our future performance.

	Three Months Ended January 31,						Year Ended October 31,
(dollars in thousands, except per share data)	2016			2015			2015			2014
Income Statement Data:
Operating costs	$	98		$	7		$	229		$	29
Unrealized gain (loss) on securities		10			-			(50	)		-
Interest income		10			-			35			-
Net loss		(78	)		(7	)		(244	)		(29	)
Basic and diluted loss per share		(0.02	)		(0.00	)		(0.06	)		(0.01	)

	As of January 31,					As of October 31,
	2016		2015			2015		2014
(dollars in thousands)
Balance Sheet Data:
Cash	$	124	$	29		$	153	$	5
Cash and securities held in Trust Account		100,005		-			99,985		-
Total assets		100,172		434			100,210		226
Common stock subject to redemption		90,007		-			90,085		-
Total stockholders’ equity (deficit)		5,000		(10	)		5,000		(4	)

	Three Months Ended January 31,					Year Ended October 31,
	2016			2015		2015			2014
(dollars in thousands)
Cash Flow Data:
Net cash used in operating activities	$	(29	)		-	$	(321	)	$	(8	)
Net cash used in investing activities		-			-		(100,000	)		-
Net cash provided by financing activities		-			25		100,470			13

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SELECTED HISTORICAL FINANCIAL INFORMATION OF CARDCONNECT

The following table sets forth selected historical financial information as of the dates and for the periods presented. The financial information for CardConnect as of December 31, 2015 and 2014 and for the periods ended December 31, 2015, 2014 and 2013 has been derived from CardConnect’s audited financial statements for such periods, audited by Marcum LLP, independent registered public accountants, included elsewhere in this proxy statement/prospectus. The financial information for CardConnect as of December 31, 2013, 2012 and 2011 and for the years ended December 31, 2012 and 2011 has been derived from CardConnect’s unaudited financial statements for such periods. You should read the following selected financial information in conjunction with the section entitled “CardConnect’s Management’ Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes contained elsewhere in this proxy statement/prospectus.

	Year Ended December 31,
	2015			2014			2013			2012			2011
(dollars in thousands)
Income Statement Data:
Revenue	$	458,648		$	389,985		$	348,905		$	251,071		$	154,969
Net Revenue		120,643			106,316			97,720			75,002			45,183
Expenses		116,801			108,429			99,707			75,301			39,240
Total other expenses		1,285			1,299			1,478			1,000			721
Income (loss) before income tax provision		2,556			(3,412	)		(3,465	)		(1,299	)		5,223
Net income (loss)		1,172			(12,011	)		(2,152	)		(843	)		3,336

		As of December 31,
		2015			2014			2013			2012			2011
(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	3,575		$	1,158		$	257		$	630		$	4,765
Total assets		145,912			110,967			125,405			128,832			67,104
Total liabilities		87,205			52,619			56,994			59,932			17,117
Total stockholders' equity		58,707			58,348			68,411			68,900			49,987

		Year Ended December 31,
		2015			2014			2013			2012			2011
(dollars in thousands)
Cash Flow Data:
Net cash provided by operating activities	$	20,071		$	19,683		$	18,232		$	7,231		$	7,993
Net cash used in investing activities		(37,171	)		(9,998	)		(14,317	)		(59,083	)		(10,033	)
Net cash provided by (used in) financing activities		19,517			(8,784	)		(4,288	)		47,717			6,314

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

We are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Merger.

The following unaudited pro forma condensed combined balance sheet as of January 31, 2016 combines the audited historical consolidated balance sheet of CardConnect as of December 31, 2015 with the unaudited historical condensed consolidated balance sheet of FinTech as of January 31, 2016, giving effect to the Merger as if it had been consummated as of that date.

The following unaudited pro forma condensed combined income statement for the year ended October 31, 2015 combines the audited historical consolidated statement of operations of CardConnect for the year ended December 31, 2015 with the audited historical statement of operations of FinTech for the year ended October 31, 2015, giving effect to the Merger as if it had occurred on November 1, 2014.

The following unaudited pro forma condensed combined income statement for the three months ended January 31, 2016 combines the unaudited historical consolidated statement of operations of CardConnect for the three months ended December 31, 2015 with the unaudited historical condensed consolidated statement of operations of FinTech for the three months ended January 31, 2016, giving effect to the Merger as if it had occurred on November 1, 2015.

The unaudited pro forma condensed combined balance sheet as of January 31, 2016, the unaudited pro forma condensed combined income statements for the three months ended January 31, 2016 and the unaudited pro forma condensed combined income statements for the year ended October 31, 2015 have been prepared assuming no holders of our common stock exercise their right to have their shares redeemed upon the consummation of the Merger. This presentation would be the same under the scenario if holders elected to redeem up to $5,000,000 in shares of our common stock, since these shares would be purchased by the Equity Financing investor from existing stockholders pursuant to the Backstop Commitment.

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Merger, are factually supportable and are expected to have a continuing impact on the results of the combined Company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Merger.

The historical financial statements of FinTech and CardConnect have been prepared in accordance with accounting principles generally accepted in the United States of America, which we refer to as GAAP.

The historical financial information for CardConnect as of December 31, 2014 and 2015 and for the years ended December 31, 2013, 2014 and 2015 has been derived from CardConnect’s audited financial statements included elsewhere in this proxy statement/prospectus. The historical financial information of FinTech was derived from the audited financial statements of FinTech for the years ended October 31, 2015 and 2014 and the unaudited condensed consolidated financial statements of FinTech for the three months ended January 31, 2016 and 2015 included elsewhere in this proxy statement/prospectus. This information should be read together with CardConnect’s and FinTech’s audited and unaudited financial statements and related notes, “CardConnect’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “FinTech’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. CardConnect and FinTech have not had any historical relationship prior to the Merger. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

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Selected Unaudited Pro Forma Financial Information

(dollars in thousands except per share amounts)

	FinTech			CardConnect		Pro Forma Assuming No Redemption
Statement of Operations Data – For the Three Months Ended January 31, 2016 (Fintech) and Three Months Ended December 31, 2015 (CardConnect)
Revenue	$	—		$	129,101	$	129,101
Total net revenue	$	—		$	34,496	$	34,496
Total operating expenses	$	98		$	33,573	$	33,671
Operating (loss) income	$	(98	)	$	923	$	825
Net (loss) income	$	(78	)	$	67	$	(440	)
Net loss per common share - basic and diluted	$	(0.02	)			$	(0.02	)

Balance Sheet Data – As of January 31, 2016
Total current assets	$	167		$	31,543	$	57,303
Total assets	$	100,172		$	145,912	$	167,531
Total current liabilities	$	40		$	23,393	$	28,433
Total liabilities	$	5,165		$	87,205	$	161,555
Total stockholders’ equity (deficit)	$	5,000		$	58,707	$	(31,524	)

	FinTech			CardConnect		Pro Forma Assuming No Redemption
Statement of Operations Data – For the Year Ended October 31, 2015 (Fintech) and Year Ended December 31, 2015 (CardConnect)
Revenue	$	—		$	458,648	$	458,648
Total net revenue	$	—		$	120,643	$	120,643
Total operating expenses	$	229		$	116,801	$	117,030
Operating (loss) income	$	(229	)	$	3,842	$	3,613
Net (loss) income	$	(244	)	$	1,172	$	(1,798	)
Net loss per common share - basic and diluted	$	(0.06	)			$	(0.06	)

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COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of FinTech and CardConnect on a stand-alone basis and the unaudited pro forma condensed combined per share data for the three months ended January 31, 2016 and the year ended October 31, 2015 after giving effect to the Merger, assuming no holders of the Company’s common stock exercise their right to have their shares redeemed upon the consummation of the Merger. This presentation would be the same under the scenario if holders elected to redeem up to $5,000,000 in shares of the Company’s common stock, since these shares would be purchased by the Equity Financing investor from existing stockholders pursuant to the Backstop Commitment.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of FinTech and CardConnect and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited FinTech and CardConnect pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of FinTech and CardConnect would have been had the companies been combined during the period presented.

	FinTech			CardConnect		Pro Forma Combined Assuming No Redemption
	(in thousands except share and per share amounts)
Three Months Ended January 31, 2016
Net (loss) income	$	(78	)	$	67	$	(440	)
Stockholders’ equity (deficit) at January 31, 2016	$	5,000		$	58,707	$	(31,524	)
Weighted average shares outstanding – basic and diluted		4,723,496					29,061,144
Basic and diluted net loss per share	$	(0.02	)			$	(0.02	)
Stockholders’ equity (deficit) per share - basic and diluted – at January 31, 2016	$	1.06				$	(1.08	)

Year Ended October 31, 2015
Net (loss) income	$	(244	)	$	1,172	$	(1,798	)
Weighted average shares outstanding – basic and diluted		4,316,202					28,653,850
Basic and diluted net loss per share	$	(0.06	)			$	(0.06	)

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this proxy statement/prospectus that reflect our current views with respect to future events and financial performance, business strategies, expectations for our business, and the timing and ability for us to complete the Merger and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “will,” “approximately,” “shall” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about the benefits of the Merger and the future financial performance of the combined company following the Merger.

The forward-looking statements contained in this proxy statement/prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. We cannot assure you that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

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the timing to complete the Merger;

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the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

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the outcome of any legal proceedings that may be instituted against us or CardConnect in connection with the Merger and related transactions;

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the inability to complete the Merger and the other transactions contemplated by the Merger Agreement due to the failure to obtain the requisite approval of our stockholders, or other conditions to closing in the Merger Agreement;

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the ability to obtain or maintain the listing of our common stock on NASDAQ following the Merger;

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the risk that the proposed Merger disrupts CardConnect’s current operations as a result of the announcement and consummation of the transactions described herein;

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the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably;

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costs related to the Merger;

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changes in applicable laws or regulations;

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the possibility that we or CardConnect may be adversely affected by other economic, business and/or competitive factors; and

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other risks and uncertainties, including those described under the heading “Risk Factors.”

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair the business of the combined company following the Merger. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included in this proxy statement/prospectus.

Risks Relating to CardConnect’s Business

The following risk factors apply to the business and operations of CardConnect and its consolidated subsidiaries and will also apply to the business and operations of the combined company following the completion of the Merger. As used in this section the terms “we,” “us” and “our” refer to CardConnect and the combined company, as applicable.

The payment processing industry is highly competitive and such competition is likely to increase, which may adversely influence the prices we can charge to merchants for our services and the compensation we must pay to our distribution partners, and as a result, our profit margins.

The payment processing industry is highly competitive. We primarily compete in the small and medium business (“SMB”) merchant industry. Competition has increased recently as other providers of payment processing services have established a sizable market share in the SMB merchant industry, with the largest ten processors representing approximately 80% of the SMB market. Our primary competitors for SMB merchants in these markets include financial institutions and their affiliates and well-established payment processing companies that target SMB merchants directly and through third parties, including Bank of America Merchant Services, Chase Paymentech, Elavon, Inc. (a subsidiary of U.S. Bancorp), First Data Corporation, Vantiv, Inc., Global Payments, Inc., Heartland Payment Systems, Inc. (an affiliate of Global Payments, Inc.), BluePay and Square. Competing with financial institutions is challenging because, unlike us, they often bundle processing services with other banking products and services. We also compete with many of these same entities for the assistance of distribution partners. For example, many of our distribution partners are not exclusive to us but also have relationships with our competitors, such that we have to continually expend resources to maintain those relationships. Our growth will depend on the continued growth of payments with prepaid, debit and credit cards, which we refer to as Electronic Payments, and our ability to increase our market share through successful competitive efforts to gain new merchants and distribution partners.

In addition, many financial institutions, subsidiaries of financial institutions or well-established payment processing companies with which we compete, have substantially greater capital, technological, management and marketing resources than we have. These factors may allow our competitors to offer better pricing terms to merchants and more attractive compensation to distribution partners, which could result in a loss of our potential or current merchants and distribution partners. This competition may effectively limit the prices we can charge our merchants, cause us to increase the compensation we pay to our distribution partners and require us to control costs aggressively in order to maintain acceptable profit margins. Our future competitors may also develop or offer services that have price or other advantages over the services we provide.

We are also facing new competition from emerging and non-traditional payment processing companies as well as traditional companies offering alternative electronic payments services and products. Certain of these competitors integrate proprietary software and service solutions with electronic payments services and have significant financial resources and robust networks that could allow them to have access to merchants needing electronic payments services. If these new entrants gain a greater share of total electronic payments transactions, they could impact our ability to retain and grow our relationships with merchants and distribution partners. These new entrants also may compete in ways that minimize or remove the role of traditional, point of sale, or POS software in the electronic payments process upon which our services are based, which could also limit our ability to retain or grow those relationships.

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To acquire and retain a segment of our merchants, we depend in part on distribution partners that may not serve us exclusively and are subject to attrition.

We rely in significant part on the efforts of integrated service vendors and referral partners to market our services to merchants seeking to establish a merchant acquiring relationship. These distribution partners seek to introduce us, as well as our competitors, to newly established and existing SMB merchants, including retailers, restaurants and other businesses. Generally, our agreements with distribution partners (with the exception of a portion of our integrated technology partners and bank referral partners) are not exclusive and distribution partners retain the right to refer merchants to other merchant acquirers. Gaining and maintaining loyalty or exclusivity can require financial concessions to maintain current distribution partners and merchants or to attract potential distribution partners and merchants from our competitors. We have been required, and expect to be required in the future, to make concessions when renewing contracts with our distribution partners and such concessions can have a material impact on our financial condition or operating performance. If these distribution partners switch to another merchant acquirer, cease operations or become insolvent, we will no longer receive new merchant referrals from them, and we risk losing existing merchants that were originally enrolled by them. Additionally, our distribution partners are subject to the requirements imposed by our bank sponsors, which may result in fines to them for non-compliance and may, in some cases, result in these entities ceasing to refer merchants to us. We cannot accurately predict the level of attrition of our distribution partners or merchants in the future, particularly those merchants we acquired as customers in the portfolio acquisitions we have completed in the past six years, which makes it difficult for us to forecast growth. If we are unable to establish relationships with new distribution partners or merchants, or otherwise increase our transaction processing volume in order to counter the effect of this attrition, our revenues will decline.

Unauthorized disclosure of merchant or cardholder data, whether through breach of our computer systems, computer viruses, or otherwise, could expose us to liability, protracted and costly litigation and damage our reputation.

We are responsible for data security for our self and for third parties with whom we partner and under the rules and regulations established by the payment networks, such as Visa, MasterCard, Discover and American Express, and debit card networks. These third parties include merchants, our distribution partners and other third-party service providers and agents. We and other third parties collect, process, store and/or transmit sensitive data, such as names, addresses, social security numbers, credit or debit card numbers and expiration dates, driver’s license numbers and bank account numbers. We have ultimate liability to the payment networks and our bank sponsors that register us with Visa or MasterCard for our failure or the failure of third parties with whom we contract to protect this data in accordance with payment network requirements. The loss, destruction or unauthorized modification of merchant or cardholder data by us or our contracted third parties could result in significant fines, sanctions and proceedings or actions against us by the payment networks, governmental bodies, consumers or others.

Threats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. For example, certain of our employees have access to sensitive data that could be used to commit identity theft or fraud. Concerns about security increase when we transmit information electronically because such transmissions can be subject to attack, interception or loss. Also, computer viruses can be distributed and spread rapidly over the Internet and could infiltrate our systems or those of our contracted third parties. Denial of service or other attacks could be launched against us for a variety of purposes, including interfering with our services or to create a diversion for other malicious activities. These types of actions and attacks and others could disrupt our delivery of services or make them unavailable. Any such actions or attacks against us or our contracted third parties could hurt our reputation, force us to incur significant expenses in remediating the resulting impacts, expose us to uninsured liability, result in the loss of our bank sponsors or our ability to participate in the payment networks, subject us to lawsuits, fines or sanctions, distract our management or increase our costs of doing business.

We and our contracted third parties could be subject to breaches of security by hackers. Our encryption of data and other protective measures may not prevent unauthorized access to or use of sensitive data. A breach of a system may subject us to material losses or liability, including payment network fines, assessments and claims for unauthorized purchases with misappropriated credit, debit or card information, impersonation or other similar fraud claims. A misuse of such data or a cybersecurity breach could harm our reputation and deter merchants from using electronic payments generally and our services specifically, thus reducing our revenue. In addition, any such misuse or breach could cause us to incur costs to correct the breaches or failures, expose us to uninsured liability, increase our risk of regulatory scrutiny, subject us to lawsuits, and result in the imposition of material penalties and fines under state and federal laws or by the payment networks. While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, our insurance coverage may be insufficient to cover all losses. In addition, a significant cybersecurity breach of our systems or communications could result in payment networks prohibiting us from processing transactions on their networks or the loss of our bank sponsors that facilitate our participation in the payment networks, either of which could materially impede our ability to conduct business.

Although we generally require that our agreements with distribution partners or our service providers which may have access to merchant or cardholder data include confidentiality obligations that restrict these parties from using or disclosing any merchant or cardholder data except as necessary to perform their services under the applicable agreements, we cannot guarantee that these contractual measures will prevent the unauthorized use, modification, destruction or disclosure of data or allow us to seek reimbursement from the contracted party. In addition, many of our merchants are small and medium businesses that may have limited competency regarding data security and handling requirements and may thus experience data breaches. Any unauthorized use, modification, destruction or disclosure of data could result in protracted and costly litigation, and our incurring significant losses.

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In addition, our agreements with our bank sponsors (as well as payment network requirements) require us to take certain protective measures to ensure the confidentiality of merchant and consumer data. Any failure to adequately comply with these protective measures could result in fees, penalties, litigation or termination of our bank sponsor agreements.

Any significant unauthorized disclosure of sensitive data entrusted to us would cause significant damage to our reputation, and impair our ability to attract new integrated technology and referral partners, and may cause parties with whom we already have such agreements to terminate them.

Potential distribution partners and merchants may be reluctant to switch to a new merchant acquirer, which may adversely affect our growth.

Many potential distribution partners and merchants worry about potential disadvantages associated with switching merchant acquirers, such as a loss of accustomed functionality, increased costs and business disruption. For our distribution partners, switching to us from another merchant acquirer or integrating with us may constitute a significant undertaking. As a result, many distribution partners and merchants often resist change. There can be no assurance that our strategies for overcoming potential reluctance to change vendors or initiate a relationship with us will be successful, and this resistance may adversely affect our growth and performance results.

As we increase our sales efforts toward larger enterprise customers, our sales cycle may become more time-consuming, expensive and harmful to our business.

While the primary source of our revenue is derived from the SMB merchant segment, we also compete in, and have increased our sales efforts toward, larger businesses that primarily utilize sophisticated Enterprise Resource Planning (“ERP”) systems to manage their businesses (referred to as “Enterprise” customers). As we increase our sales efforts at Enterprise customers, we will face greater costs, longer sales cycles and less predictability in completing some of our sales. A prospective Enterprise customer’s decision to use our solutions may be an enterprise-wide decision and, if so, these sales would require us to provide greater education to the prospective customer about our solutions’ uses and benefits. Additionally, implementation of our services may be more costly and time consuming because larger customers typically demand more customization, integration services and features. Consequently, these sales opportunities may require us to devote greater sales support and professional services resources to individual sales, increasing the costs and time required to complete sales and diverting sales and professional services resources to a smaller number of larger transactions. We cannot guarantee you that we will be able to increase our Enterprise customer base and our sales efforts to obtain such customers may become time consuming, costly and harmful to our financial performance.

We are subject to extensive government regulation, and any new laws and regulations, industry standards or revisions made to existing laws, regulations or industry standards affecting the electronic payments industry may have an unfavorable impact on our business, financial condition and results of operations.

We are subject to numerous regulations that affect electronic payments including, U.S. financial services regulations, consumer protection laws, escheat regulations, and privacy and information security regulations. Regulation and proposed regulation of our industry has increased significantly in recent years. Changes to statutes, regulations or industry standards, including interpretation and implementation of statutes, regulations or standards, could increase our cost of doing business or affect the competitive balance. Failure to comply with regulations may have an adverse effect on our business, including the limitation, suspension or termination of services provided to, or by, third parties, and the imposition of penalties or fines.

Interchange fees, which are typically paid by the payment processor to the issuer in connection with electronic payments, are subject to increasingly intense legal, regulatory, and legislative scrutiny. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or The Dodd-Frank Act, significantly changed the U.S. financial regulatory system, including by regulating and limiting debit card fees charged by certain issuers, allowing merchants to set minimum dollar amounts for the acceptance of credit cards and allowing merchants to offer discounts or other incentives for different payment methods.

New rules implementing the Dodd-Frank Act also contain certain prohibitions on payment network exclusivity and merchant routing restrictions. These restrictions could limit the number of debit transactions, and prices charged per transaction, which would negatively affect our business. The Dodd-Frank Act also created the Consumer Financial Protection Bureau, or the CFPB, which has assumed responsibility for most federal consumer protection laws, and the Financial Stability Oversight Council, which has the authority to determine whether any non-bank financial company, such as us, should be supervised by the Board of Governors of the Federal Reserve System, or the Federal Reserve, because it is systemically important to the U.S. financial system. Any such designation would result in increased regulatory burdens on our business, which increases our risk profile and may have an adverse impact on our business, financial condition and results of operations.

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We and many of our merchants are subject to Section 5 of the Federal Trade Commission Act prohibiting unfair or deceptive acts or practices. That statement and other laws, rules and or regulations, including the Telemarketing Sales Act, may directly impact the activities of certain of our merchants and, in some cases, may subject us, as the merchant’s electronic processor or provider of certain services, to investigations, fees, fines and disgorgement of funds if we were deemed to have improperly aided and abetted or otherwise provided the means and instrumentalities to facilitate the illegal or improper activities of the merchant through our services. Various federal and state regulatory enforcement agencies, including the Federal Trade Commission and state attorneys general, have authority to take action against non-banks that engage in unfair or deceptive practices or violate other laws, rules and regulations and to the extent we are processing payments or providing services for a merchant that may be in violation of laws, rules and regulations, we may be subject to enforcement actions and as a result may incur losses and liabilities that may impact our business.

Our business may also be subject to the Fair Credit Reporting Act, or the FCRA, which regulates the use and reporting of consumer credit information and also imposes disclosure requirements on entities that take adverse action based on information obtained from credit reporting agencies. We could be liable if our practices under the FCRA are not in compliance with the FCRA or regulations under it.

Separately, the Housing Assistance Tax Act of 2008 included an amendment to the Internal Revenue Code of 1986, as amended, or the Code, that requires, the filing of yearly information returns by payment processing entities and third-party settlement organizations with respect to payments made in settlement of electronic payment transactions and third-party payment network transactions occurring in that calendar year. Reportable transactions are also subject to backup withholding requirements. We could be liable for penalties if our information returns do not comply with these regulations.

These and other laws and regulations, even if not directed at us, may require us to make significant efforts to change our products and services and may require that we incur additional compliance costs and change how we price our services to merchants. Implementing new compliance efforts may be difficult because of the complexity of new regulatory requirements, and may cause us to devote significant resources to ensure compliance. Furthermore, regulatory actions may cause changes in business practices by us and other industry participants which could affect how we market, price and distribute our products and services, which could limit our ability to grow, reduce our revenues, or increase our costs. In addition, even an inadvertent failure to comply with laws and regulations, as well as rapidly evolving social expectations of corporate fairness, could damage our business or our reputation.

Governmental regulations designed to protect or limit access to or use of consumer information could adversely affect our ability to effectively provide our services to merchants.

Governmental bodies in the United States have adopted, or are considering the adoption of, laws and regulations restricting the use, collection, storage, and transfer of, and requiring safeguarding of, non-public personal information. Our operations are subject to certain provisions of these laws. Relevant federal privacy laws include the Gramm-Leach-Bliley Act of 1999, which applies directly to a broad range of financial institutions and indirectly, or in some instances directly, to companies that provide services to financial institutions. These laws and regulations restrict the collection, processing, storage, use and disclosure of personal information, require notice to individuals of privacy practices and provide individuals with certain rights to prevent the use and disclosure of protected information. These laws also impose requirements for safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines. In addition, there are state laws restricting the ability to collect and utilize certain types of information such as Social Security and driver’s license numbers. Certain state laws impose similar privacy obligations as well as obligations to provide notification of security breaches of computer databases that contain personal information to affected individuals, state officers and consumer reporting agencies and businesses and governmental agencies that own data.

In May 2014, the Executive Office of the President of the United States issued two reports on the subjects of Big Data and Privacy. These reports indicate the potential, if not likelihood, for increased regulation of the collection, storage, use and transfer of personal information. Particularly, these reports seek to emphasize the need for future regulation of use of personal information. Any such changes may cause changes in business practices by us and other industry participants which could affect how we market, price and distribute our products and services, which limit our ability to grow, reduce our revenues or increase our costs.

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In connection with providing services to our merchants, we are required by regulations and contracts with them and with our financial institution referral partners to provide assurances regarding the confidentiality and security of non-public consumer information. These contracts require periodic audits by independent companies regarding our compliance with industry standards and also allow for similar audits regarding best practices established by regulatory guidelines. The compliance standards relate to our infrastructure, components and operational procedures designed to safeguard the confidentiality and security of non-public consumer personal information shared by our merchants with us. Our ability to maintain compliance with these standards and satisfy these audits will affect our ability to attract, grow and maintain business in the future. If we fail to comply with the laws and regulations relating to the protection of data privacy, we could be exposed to suits for breach of contract or to governmental proceedings. In addition, our relationships and reputation could be harmed, which could inhibit our ability to retain existing merchants and distribution partners and obtain new merchants and distribution partners.

If more restrictive privacy laws or rules are adopted by authorities in the future on the federal or state level, our compliance costs may increase and our ability to perform due diligence on, and monitor the risk of, our current and potential merchants may decrease, which could create liability for us. Additionally, our opportunities for growth may be curtailed by our compliance capabilities or reputational harm, and our potential liability for security breaches my increase.

Failure to comply with the rules established by payment networks could result in those networks imposing fines or suspension of, terminate our registrations through our bank sponsors.

In order to provide our merchant acquiring services, we are registered through our bank sponsors with the Visa and MasterCard networks as service providers for member institutions. More than 85% of our $19.5 billion in processing volume in the fiscal year ended December 31, 2015 was attributable to transactions processed on the Visa and MasterCard networks. We are also registered directly with other payment networks, including Discover and American Express. As such, we and our merchants are subject to payment network rules. The payment networks routinely update and modify requirements applicable to merchant acquirers including rules regulating data integrity, third-party relationships (such as those with respect to bank sponsors), merchant chargeback standards and Payment Card Industry and Data Security Standards (the “PCI DSS”).

If we do not comply with the payment network requirements, our transaction processing capabilities could be delayed or otherwise disrupted, and recurring non-compliance could result in the payment networks seeking to fine us, or suspend or terminate our registrations which allow us to process transactions on their networks, which would make it impossible for us to conduct our business on its current scale.

We have received notices of non-compliance and fines, which have typically related to excessive chargebacks by a merchant or data security failures on the part of a merchant. If we are unable to recover fines from or pass-through costs to our merchants, or recover losses under insurance policies, we would experience a financial loss. Under certain circumstances specified in the payment network rules, we may be required to submit to periodic audits, self-assessments or other assessments of our compliance with the PCI DSS. Such activities may reveal that we have failed to comply with the PCI DSS. In addition, even if we comply with the PCI DSS, there is no assurance that we will be protected from a security breach. The termination of our registration with the payment networks, or any changes in payment network or issuer rules that limit our ability to provide merchant acquiring services, could have an adverse effect on our payment processing volumes, revenues and operating costs.

If an audit or self-assessment under PCI DSS identifies any deficiencies that we need to remediate, the remediation efforts may distract our management team and be expensive and time consuming.

Changes in payment network rules or standards could adversely affect our business, financial condition and results of operations.

Payment network rules are established and changed from time to time by each payment network as they may determine in their sole discretion and with or without advance notice to their participants. The timelines imposed by the payment networks for expected compliance with new rules have historically been, and may continue to be, highly compressed, requiring us to quickly implement changes to our systems which increases the risk of non-compliance with new standards. In addition, the payment networks could make changes to interchange or other elements of the pricing structure of the merchant acquiring industry that would have a negative impact on our results of operations.

An example of a recent payment network standard is Europay, Mastercard and Visa (“EMV”), a credit and debit authentication methodology mandated by Visa, MasterCard, American Express and Discover that was to be supported by payment processors by April 2013 and by merchants by October 2015. This standard sets new requirements, including requiring POS systems to be capable of accepting the more secure “chip” cards that utilize the EMV standard and setting new rules for data handling and security. We are liable to our EMV networks for losses resulting from fraudulent Electronic Payments made at our merchant customers that have not yet complied with the mandate by implementing EMV compliant payment terminals. Our contracts seek to mitigate this risk by allowing us to recover these fraud-related losses from our merchant customers. However, our merchant customers may be insolvent or we may otherwise be unable to recover these fraud-related losses in full or at all. We have invested significant resources to ensure our systems’ compliance and to assist our merchants in becoming EMV compliant. Any failure to recover fraud-related losses from our merchants that have not yet complied with EMV standards could result in our incurring material losses.

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There may be a decline in the use of Electronic Payments as a payment mechanism for consumers or adverse developments with respect to the electronic payments industry in general which could adversely affect our business, financial condition and operating results.

Maintaining or increasing our profitability is dependent on consumers and businesses continuing to use credit, debit and prepaid cards at the same or greater rate than previously. If consumers do not continue to use these cards for their transactions or if there is a change in the mix of payments between cash and Electronic Payments which is adverse to us our business could decline and we could incur material losses. Regulatory changes may also result in merchants seeking to charge customers additional fees for use of Electronic Payments. Additionally, in recent years, increased incidents of security breaches have caused some consumers to lose confidence in the ability of retailers to protect their information, causing consumers to discontinue use of electronic payment methods. In addition, security breaches could result in financial institutions cancelling large numbers of credit and debit cards, or consumers electing to cancel their cards following such an incident.

In order to remain competitive and to continue to increase our revenues and earnings, we must continually update our products and services, a process which could result in increased costs and the loss of revenues, earnings, merchants and distribution partners if the new products and services do not perform as intended or are not accepted in the marketplace.

The electronic payments industry in which we compete is subject to rapid technological changes and is characterized by new technology, product and service introductions, evolving industry standards, changing merchant needs and the entrance of non-traditional competitors. We are subject to the risk that our existing products and services become obsolete, and that we are unable to develop new products and services in response to industry demands. Our future success will depend in part on our ability to develop or adapt to technological changes and evolving industry. We are continually involved in a number of projects, such as the introduction of our SMB retail terminal solution and other new offerings emerging in the electronic payments industry, many of which require investment in non-revenue generating products or services that our distribution partners and merchants expect to be included in our product and service offerings. These projects carry the risks associated with any development effort, including difficulty in determining market demand and timing for delivery of new products and services, cost overruns, delays in delivery and performance problems. In addition, new products and offerings may not perform as intended or generate the business or revenue growth expected. Defects in our software and errors or delays in our processing of electronic transactions could result in additional development costs, diversion of technical and other resources from our other development efforts, loss of credibility with current or potential distribution partners and merchants, harm to our reputation, fines imposed by card networks, or exposure to liability claims. Any delay in the delivery of new products or services or the failure to differentiate our products and services could render them less desirable, or possibly even obsolete, to our merchants. Additionally, the market for alternative payment processing products and services is evolving, and it may develop too rapidly or not rapidly enough for us to recover the costs we have incurred in developing new products and services.

We may not be able to continue to expand our share of the existing electronic payments industry or expand into new markets, which would inhibit our ability to grow and increase our profitability.

Our future growth and profitability depend, in part, upon our continued expansion within the markets in which we currently operate, the emergence of other markets for electronic payments and our ability to penetrate these markets and our current distribution partners’ merchant base. Future growth and profitability of our business may depend upon our ability to penetrate new industries and markets for electronic payments.

Our ability to expand into new industries and markets also depends upon our ability to adapt our existing technology or to develop new technologies to meet the particular needs of each new industry or market. We may not have adequate financial or technological resources to develop effective and secure services or distribution channels that will satisfy the demands of these new industries or markets. Penetrating these new industries or markets may also prove to be more challenging or costly or take longer than we may anticipate. If we fail to expand into new and existing electronic payments industries and markets, we may not be able to continue to grow our revenues and earnings.

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Our acquisitions subject us to a variety of risks that could harm our business.

We review and complete selective acquisition opportunities. There can be no assurances that we will be able to complete suitable acquisitions for a variety of reasons, including the identification of and competition for acquisition targets, the need for regulatory approvals, the inability of the parties to agree to the structure or purchase price of the transaction and our inability to finance the transaction on commercially acceptable terms. In addition, any completed acquisition will subject us to a variety of other risks:

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we may need to allocate substantial operational, financial and management resources in integrating new businesses, technologies and products, and management may encounter difficulties in integrating the operations, personnel or systems of the acquired businesses;

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acquisitions may have a material adverse effect on our business relationships with existing or future merchants or distribution partners, in particular, to the extent we consummate acquisitions that increase our sales and distribution capabilities;

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we may assume substantial actual or contingent liabilities, known and unknown;

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acquisitions may not meet our expectations of future financial performance;

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we may experience delays or reductions in realizing expected synergies or benefits;

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we may incur substantial unanticipated costs or encounter other problems associated with acquired businesses or devote time and capital investigating a potential acquisition and not complete the transaction;

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we may be unable to achieve our intended objectives for the transaction; and

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we may not be able to retain the key personnel, customers and suppliers of the acquired business.

Additionally, we may be unable to maintain uniform standards, controls, procedures and policies as we attempt to integrate the acquired businesses, and this may lead to operational inefficiencies. These factors related to our acquisition strategy, among others, could have a material adverse effect on our business, financial condition and results of operations.

Potential changes in the competitive landscape, including disintermediation from other participants in the payments value chain, could harm our business.

We expect that the competitive landscape will continue to change, including the following developments.

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Rapid and significant changes in technology may result in technology-led marketing that is focused on business solutions rather than pricing, new and innovative payment methods and programs that could place us at a competitive disadvantage and reduce the use of our services.

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Competitors, distribution partners, and other industry participants may develop products that compete with or replace our value-added products and services.

	●	Participants in the financial services payments and technology industries may merge, create joint ventures or form other business combinations that may strengthen their existing business services or create new payment services that compete with us.

	●	New services and technologies that we develop may be impacted by industry-wide solutions and standards related to migration to EMV chip technology, tokenization or other security-related technologies

Failure to compete effectively against any of these competitive threats could have a material adverse effect on our business, financial condition and results of operations.

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We may not be able to successfully manage our intellectual property and may be subject to infringement claims.

We rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect our proprietary technology. Third parties may challenge, circumvent, infringe or misappropriate our intellectual property, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of service offerings or other competitive harm. Others, including our competitors, may independently develop similar technology, duplicate our services or design around our intellectual property and, in such cases, we could not assert our intellectual property rights against such parties. Further, our contractual arrangements may not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure of our confidential information. We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights and know-how, which is expensive, could cause a diversion of resources and may not prove successful. Also, because of the rapid pace of technological change in our industry, aspects of our business and our services rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all. The loss of intellectual property protection or the inability to license or otherwise use third-party intellectual property could harm our business and ability to compete.

We may also be subject to costly litigation if our services and technology are alleged to infringe upon or otherwise violate a third party’s proprietary rights. Third parties may have, or may eventually be issued, patents that could be infringed by our products, services or technology. Any of these third parties could make a claim of infringement against us with respect to our products, services or technology. We may also be subject to claims by third parties for patent, copyright or trademark infringement, breach of license or violation of other third-party intellectual property rights. Any claim from third parties may result in a limitation on our ability to use the intellectual property subject to these claims. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making claims of infringement or other violations and attempting to extract settlements from companies like ours. Even if we believe that intellectual property related claims are without merit, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement or violation also might require us to redesign affected products or services, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our products or services. Even if we have an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. If we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be adversely impacted.

We are subject to economic and political risk, the business cycles of our merchants and distribution partners and the overall level of consumer and commercial spending, which could negatively impact our business, financial condition and results of operations.

The Electronic Payments industry depends heavily on the overall level of consumer, commercial and government spending. We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income and changes in consumer purchasing habits. A sustained deterioration in general economic conditions or increases in interest rates could adversely affect our financial performance by reducing the number or aggregate dollar volume of transactions made using Electronic Payments. If our merchants make fewer sales of their products and services using Electronic Payments, or consumers spend less money through Electronic Payments, we will have fewer transactions to process at lower dollar amounts, resulting in lower revenue. In addition, a weakening in the economy could force merchants to close at higher than historical rates, resulting in exposure to potential losses and a decline in the number of transactions that we process. We also have material fixed and semi-fixed costs, including rent, debt service, contractual minimums and salaries, which could limit our ability to quickly adjust costs and respond to changes in our business and the economy.

A substantial portion of all of our merchants are small- and medium-sized businesses, which may increase the impact of economic fluctuations and merchant attrition on us.

We market and sell our solutions to SMB merchants. For the year ended December 31, 2015, approximately $446.4 million, or 97% of our revenue, was derived from SMB merchants. SMB merchants are typically more susceptible to the adverse effects of economic fluctuations than larger businesses. We experience attrition in merchants and merchant charge volume in the ordinary course of business resulting from several factors, including business closures, transfers of merchants’ accounts to our competitors and account closures that we initiate due to heightened credit risks relating to, or contract breaches by, a merchant. Adverse changes in the economic environment or business failures of our SMB merchants may have a greater impact on us than on our competitors who do not focus on SMB merchants to the extent that we do. We cannot accurately predict the level of SMB merchant attrition in the future. If we are unable to establish accounts with new merchants or otherwise increase our payment processing volume in order to counter the effect of this attrition, our revenues will decline.

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Our systems and our third-party providers’ systems may fail due to factors beyond our control, which could interrupt our service, resulting in our inability to process, cause us to lose business, increase our costs and expose us to liability.

We depend on the efficient and uninterrupted operation of numerous systems, including our computer network systems, software, data centers and telecommunication networks, as well as the systems and services of our bank sponsors, the payment networks, third-party providers of processing services and other third parties. Our systems and operations or those of our third-party providers, such as our provider of dial-up authorization services, or the payment networks themselves, could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, acts of terrorism, human error or sabotage, financial insolvency and similar events. Our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur. At present, our critical operational systems, such as our payment gateway, are fully redundant, while certain of our less critical systems are not. Therefore, certain aspects of our operations may be subject to interruption. Also, while we have disaster recovery policies and arrangements in place, they have not been tested under actual disasters or similar events.

Defects in our systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures or other difficulties could result in failure to process transactions, additional operating and development costs, diversion of technical and other resources, loss of revenue, merchants and distribution partners, loss of merchant and cardholder data, harm to our business or reputation, exposure to fraud losses or other liabilities and fines and other sanctions imposed by payment networks.

We rely on other service and technology providers. If they fail or discontinue providing their services or technology generally or to us specifically, our ability to provide services to merchants may be interrupted, and, as a result, our business, financial condition and results of operations could be adversely impacted.

We rely on third parties to provide or supplement bankcard processing services and for infrastructure hosting services. We also rely on third parties for specific software and hardware used in providing our products and services. The termination by our service or technology providers of their arrangements with us or their failure to perform their services efficiently and effectively may adversely affect our relationships with our merchants and, if we cannot find alternate providers quickly, may cause those merchants to terminate their relationship with us.

We also rely in part on third parties for the development and access to new technologies, or updates to existing products and services for which third parties provide ongoing support, which increases the cost associated with new and existing product and service offerings. Failure by these third-party providers to devote an appropriate level of attention to our products and services could result in delays in introducing new products or services, or delays in resolving any issues with existing products or services for which third-party providers provide ongoing support.

Fraud by merchants or others could cause us to incur losses.

We face potential liability for fraudulent electronic payment transactions initiated by merchants or others. Merchant fraud occurs when a merchant opens a fraudulent merchant account and conducts fraudulent transactions or when a merchant, rather than a customer (though sometimes working together with a customer engaged in fraudulent activities), knowingly uses a stolen or counterfeit card or card number to record a false sales transaction, or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. Any time a merchant is unable to fund a chargeback, we are responsible for that chargeback. Additionally, merchant fraud occurs when employees of merchants change the merchant demand deposit accounts to their personal bank account numbers, so that payments are improperly credited to the employee’s personal account. We have established systems and procedures to detect and reduce the impact of merchant fraud, but we cannot be sure that these measures are or will be effective. Failure to effectively manage risk and prevent fraud could increase our chargeback or other liability.

We also have potential liability for losses caused by fraudulent card-based payment transactions. Card fraud occurs when a merchant’s customer uses a stolen card (or a stolen card number in a card-not-present transaction) to purchase merchandise or services. In a card-present transaction, if the merchant swipes the card, receives authorization for the transaction from the issuer and verifies the signature on the back of the card against the paper receipt signed by the customer, the issuer remains liable for any loss. In a card-not-present transaction, even if the merchant receives authorization for the transaction, the merchant is liable for any loss arising from the transaction. Many of the merchants that we serve transact a substantial percentage of their sales in card-not-present transactions over the Internet or in response to telephone or mail orders, which makes these merchants more vulnerable to fraud than merchants whose transactions are conducted largely in card-present transactions.

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We rely on bank sponsors, which have substantial discretion with respect to certain elements of our business practices, in order to process electronic payment transactions. If these sponsorships are terminated and we are not able to secure new bank sponsors, we will not be able to conduct our business.

Because we are not a bank, we are not eligible for membership in the Visa, MasterCard and other payment networks, and are, therefore, unable to directly access these payment networks, which are required to process transactions. These networks’ operating regulations require us to be sponsored by a member bank in order to process Electronic Payment transactions. We are currently registered with Visa and MasterCard through Wells Fargo and Synovus Bank.

The current term of our agreement with Wells Fargo lasts through December 2021 and will thereafter automatically renew for two-year periods unless either party provides the other at least three months’ notice of its intent to terminate. The current term of our agreement with Synovus Bank lasts through October 2020 and will thereafter automatically renew for two-year periods unless either party provides the other at least six months’ notice of its intent to terminate.

Our bank sponsors may terminate their agreements with us if we materially breach the agreements and do not cure the breach within an established cure period, if our membership with Visa and/or MasterCard terminates, if we enter bankruptcy or file for bankruptcy, or if applicable laws or regulations, including Visa and/or MasterCard regulations, change to prevent either the applicable bank or us from performing services under the agreement. If these sponsorships are terminated and we are unable to secure a replacement bank sponsor within the applicable wind down period, we will not be able to process electronic payment transactions.

Furthermore, our agreements with our bank sponsors provide the bank sponsors with substantial discretion in approving certain elements of our business practices, including our solicitation, application and underwriting procedures for merchants. We cannot guarantee that our bank sponsors’ actions under these agreements will not be detrimental to us, nor can we provide assurance that any of our bank sponsors will not terminate their sponsorship of us in the future. Our bank sponsors have broad discretion to impose new business or operational requirements on us, which may materially adversely affect our business. If our sponsorship agreements are terminated and we are unable to secure another bank sponsor, we will not be able to offer Visa or MasterCard transactions or settle transactions which would likely cause us to terminate our operations.

Our bank sponsors also provide or supplement authorization, funding and settlement services in connection with our bankcard processing services. If our sponsorships agreements are terminated and we are unable to secure another bank sponsor, we will not be able to process Visa and MasterCard transactions which would have a material adverse effect on our business, financial condition and results of operations.

We incur liability when our merchants refuse or cannot reimburse us for chargebacks resolved in favor of their customers.

We have potential liability for chargebacks associated with the transactions we process. If a billing dispute between a merchant and a cardholder is not ultimately resolved in favor of the merchant, the disputed transaction is “charged back” to the merchant’s bank and credited or otherwise refunded to the cardholder. The risk of chargebacks is typically greater with those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment. If we or our bank sponsors are unable to collect the chargeback from the merchant’s account or reserve account (if applicable), or if the merchant refuses or is financially unable (due to bankruptcy or other reasons) to reimburse the merchant’s bank for the chargeback, we may bear the loss for the amount of the refund paid to the cardholder. Any increase in chargebacks not paid by our merchants could increase our costs and decrease our revenues.

Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks.

We operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor, manage and remediate our risks. Some of our risk evaluation methods depend upon information provided by others and public information regarding markets, merchants or other matters that are otherwise inaccessible by us. In some cases, that information may not be accurate, complete or up-to-date. Additionally, our risk detection system is subject to a high degree of “false positive” risks being detected, which makes it difficult for us to identify real risks in a timely manner. If our policies and procedures are not fully effective or we are not always successful in capturing all risks to which we are or may be exposed, we may suffer harm to our reputation or be subject to litigation or regulatory actions that materially increase our costs and subject us to reputational damage that could limit our ability to grow and cause us to lose existing merchant clients.

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Legal proceedings could have a material adverse effect on our business, financial condition or results of operations.

In the ordinary course of business, we may become involved in various litigation matters, including but not limited to commercial disputes and employee claims, and from time to time may be involved in governmental or regulatory investigations or similar matters arising out of our current or future business. Any claims asserted against us, regardless of merit or eventual outcome, could harm our reputation and have an adverse impact on our relationship with our merchants, distribution partners and other third parties and could lead to additional related claims. Certain claims may seek injunctive relief, which could disrupt the ordinary conduct of our business and operations or increase our cost of doing business. Our insurance or indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation and cause us to expend resources in our defense. Furthermore, there is no guarantee that we will be successful in defending ourselves in future litigation. Should the ultimate judgments or settlements in any pending litigation or future litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition and results of operations.

The loss of key personnel or of our ability to attract, recruit, retain and develop qualified employees could adversely affect our business, financial condition and results of operations.

Our success depends upon the continued services of our senior management and other key personnel who have substantial experience in the electronic payments industry and the markets in which we offer our services. In addition, our success depends in large part upon the reputation within the industry of our senior managers who have, developed relationships with our distribution partners, payment networks and other payment processing and service providers. Further, in order for us to continue to successfully compete and grow, we must attract, recruit, develop and retain personnel who will provide us with expertise across the entire spectrum of our intellectual capital needs. Our success is also depends on the skill and experience of our sales force, which we must continuously work to maintain. While we have a number of key personnel who have substantial experience with our operations, we must also develop our personnel to provide succession plans capable of maintaining the continuity of our operations. The market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors.

Failure to retain or attract key personnel could impede our ability to grow and could result in our inability to operate our business profitably. In addition, contractual obligations related to confidentiality, assignment of intellectual property rights, and non-solicitation may be ineffective or unenforceable and departing employees may share our proprietary information with competitors in ways that could adversely impact us, or seek to solicit our distribution partners or merchants or recruit our key personnel to competing businesses.

Risk Relating to Indebtedness of the Combined Company

The combined company will have a substantial amount of indebtedness following the Merger, which may limit its operating flexibility and could adversely affect its results of operations and financial condition.

On a pro forma basis after giving effect to the Merger, CardConnect would have had approximately $140.0 million of indebtedness as of December 31, 2015, consisting of amounts outstanding under the proposed term loan facilities.

The combined company’s indebtedness could have important consequences to our investors, including, but not limited to:

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increasing the combined company’s vulnerability to, and reducing its flexibility to respond to, general adverse economic and industry conditions;

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requiring the dedication of a substantial portion of the combined company’s cash flow from operations to the payment of principal of, and interest on, its indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes;

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limiting the combined company’s flexibility in planning for, or reacting to, changes in its business and the competitive environment; and

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limiting the combined company’s ability to borrow additional funds and increasing the cost of any such borrowing.

Pursuant to the commitment letters for the Debt Financing, the interest rates payable with respect to the BMO and Babson credit facilities will vary at stated margins above either LIBOR or BMO’s base rate. An increase in interest rates would adversely affect the combined company’s profitability.

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Upon the occurrence of an event of default relating to our Debt Financing, the lenders could elect to accelerate payments due and terminate all commitments to extend further credit. Consequently, we may not have sufficient assets to repay the Debt Financing, as well as other secured and unsecured indebtedness.

Under the Debt Financing commitment letters, the definitive agreements for the Debt Financing will provide that upon the occurrence of an event of default, the lenders will be able to elect to declare all amounts outstanding under the Debt Financing to be immediately due and payable and terminate all commitments to lend additional funds. If we are unable to repay those amounts, the lenders for the Debt Financing could proceed to foreclose against the collateral of the combined company granted to them to secure that indebtedness. The combined company will pledge substantially of its assets as collateral for the Debt Financing. If the lenders for the Debt Financing accelerate the repayment of borrowings, we cannot assure you that the combined company may not have sufficient assets to repay the Debt Financing, as well as any other secured and unsecured indebtedness, and if the lenders foreclose on the combined company’s assets, it could render your common stock worthless.

We may not be able to complete the proposed Debt Financing or Equity Financing in connection with the Merger.

We may not be able to complete the proposed Debt Financing or Equity Financing on terms that are acceptable to us, or at all. If we do not complete the proposed Debt Financing or Equity Financing, we will be required to obtain alternative financing in order to fund a portion of the Cash Consideration for the Merger. The terms of any alternative financing may be more onerous to the combined company than the proposed Debt Financing and/or Equity Financing, and we may be unable to obtain alternative financing on terms that are acceptable to us, or at all. If we do not complete the proposed Debt Financing or Equity Financing, and do not obtain alternative financing, we will not be able to complete the Merger.

Following the Merger, our credit facilities and the terms of the Series A Preferred Stock issued in the Equity Financing will contain restrictive covenants that may impair our ability to conduct business.

Our credit facilities and the terms of our Series A Preferred Stock following the Merger will contain operating covenants and financial covenants that may in each case limit management’s discretion with respect to certain business matters. Among other things, these covenants will restrict our and Merger Sub’s ability to incur additional debt, change the nature of our business, sell or otherwise dispose of assets, make acquisitions, and merge or consolidate with other entities. As a result of these covenants and restrictions, we will be limited in how we conduct our business and we may be unable to raise additional debt or other financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. Failure to comply with such restrictive covenants may lead to default and acceleration under our new credit facilities and may impair our ability to conduct business. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants, which may result in foreclosure on our assets and our common stock becoming worthless. See “CardConnect Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a description of our proposed credit facilities following the Merger.

Risks Relating to FinTech and the Merger

Following the consummation of the Merger, our only significant asset will be ownership of CardConnect’s business through our 100.0% ownership interest in Merger Sub. If CardConnect’s business is not profitably operated, Merger Sub may be unable to pay us dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

Following the consummation of the Merger, we will have no direct operations and no significant assets other than the ownership of Merger Sub, which will operate CardConnect’s business. We will depend on profits generated by CardConnect’s business for distributions, debt repayment and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, and to pay any dividends with respect to our capital stock. Legal and contractual restrictions in agreements governing the Debt Financing and future indebtedness of the combined company, as well as the financial condition and operating requirements of the combined company, may limit our ability to receive distributions from Merger Sub and the CardConnect business following the Merger.

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Provisions in our charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

Our charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

Following the Merger, the price of our securities may fluctuate significantly due to the market’s reaction to the Merger and general market and economic conditions. An active trading market for our securities following the Merger may never develop or, if developed, it may not be sustained.

NASDAQ may not list our securities on its exchange, and if they are listed we may be unable to satisfy listing requirements in the future, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.

As a result of the proposed Merger, NASDAQ rules require that we apply to continue the listing of our common stock and warrants. While we will apply to have our common stock and warrants listed on NASDAQ upon consummation of the Merger, we must meet NASDAQ’s initial listing requirements. We may be unable to meet those requirements. Even if our securities are listed on NASDAQ following the Merger, we may be unable to maintain the listing of our securities in the future.

If we fail to meet the initial listing requirements and NASDAQ does not list our securities on its exchange, or if we are delisted, there could be significant material adverse consequences, including:

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a limited availability of market quotations for our securities;

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a limited amount of news and analyst coverage for the combined company; and

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a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

We will incur increased costs and obligations as a result of being a public company.

As a privately held company, CardConnect has not been required to comply with many corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, the combined company will incur significant legal, accounting and other expenses that CardConnect was not required to incur in the recent past. These expenses will increase once the combined company is no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd Frank, the Sarbanes-Oxley Act, regulations related hereto and the rules and regulations of the SEC and NASDAQ, have increased the costs and the time that must be devoted to compliance matters. We expect these rules and regulations will increase our legal and financial costs and lead to a diversion of management time and attention from revenue-generating activities.

For as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may remain an “emerging growth company” for up to five years from our IPO or until such earlier time that we have more than $1.0 billion in annual revenues, have more than $700.0 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. To the extent we choose not to use exemptions from various reporting requirements under the JOBS Act, or if we no longer can be classified as an “emerging growth company,” we expect that we will incur additional compliance costs, which will reduce our ability to operate profitably.

As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common stock less attractive to investors.

As an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, which we have elected to do.

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We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active market for our common stock, our share price may be more volatile and the price at which our securities trade could be less than if we did not use these exemptions.

If we do not develop and implement all required accounting practices and policies, we may be unable to provide the financial information required of a U.S. publicly traded company in a timely and reliable manner.

As CardConnect is a privately held company, it has not been required to adopt all of the financial reporting and disclosure procedures and controls required of a U.S. publicly traded company. We expect that the implementation of all required accounting practices and policies and the hiring of additional financial staff will increase the operating costs of the combined company and could require the management of the combined company to devote significant time and resources to such implementation. If we fail to develop and maintain effective internal controls and procedures and disclosure procedures and controls, we may be unable to provide financial information and required SEC reports that are timely and reliable. Any such delays or deficiencies could harm us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources and damaging our reputation, which in either cause could impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for continued listing of our common stock on NASDAQ.

We may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interest in us and may depress the market price of our common stock.

We may issue additional shares of common stock or other equity securities in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or grants under the 2016 Omnibus Plan without shareholder approval in a number of circumstances.

Our issuance of additional common stock or other equity securities could have one or more of the following effects:

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our existing shareholders’ proportionate ownership interest in us will decrease;

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the amount of cash available per share, including for payment of dividends in the future, may decrease;

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the relative voting strength of each previously outstanding share of common stock may be diminished; and

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the market price of our common stock may decline.

If the combined company’s performance following the Merger does not meet market expectations, the price of our securities may decline.

If the combined company’s performance following the Merger does not meet market expectations, the price of our common stock prior to the closing of the Merger may decline. The market value of our common stock at the time of the Merger may vary significantly from the price on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which our stockholders vote on the Merger. Because the number of shares of our common stock and options to purchase common stock issued as consideration in the Merger will not be adjusted to reflect any changes in the market price of our common stock, the value of our common stock and options to purchase our common stock issued in the Merger may be higher or lower than the values of these shares on earlier dates.

In addition, following the Merger, fluctuations in the price of our common stock could contribute to the loss of all or part of your investment. Prior to the Merger, there has not been a public market for CardConnect’s stock, and trading in our common stock has not been active. Accordingly, the valuation ascribed to CardConnect and our common stock in the Merger may not be indicative of the price that will prevail in the trading market following the Merger. If an active market for our common stock develops and continues, the trading price of our common stock following the Merger could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our common stock and our common stock may trade at prices significantly below the price you paid for them.

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Factors affecting the trading price of our common stock following the Merger may include:

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actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

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changes in the market’s expectations about our operating results;

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success of competitors;

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our operating results failing to meet market expectations in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning us or the payments processing industry and market in general;

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operating and stock price performance of other companies that investors deem comparable to us;

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our ability to market new and enhanced products on a timely basis;

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changes in laws and regulations affecting our business;

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commencement of, or involvement in, litigation involving us;

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changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of shares of our common stock available for public sale;

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any significant change in our board or management;

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sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may depress the market price of our common stock irrespective of our operating performance. The stock market in general and NASDAQ have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for financial technology stocks or the stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our common stock also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Even if we consummate the Merger, the public warrants may never be in the money, and they may expire worthless

The exercise price for our warrants is $12.00 per share, which exceeds the market price of our common stock, which was $10.01 per share at based on closing price as of May 3, 2016. There can be no assurance that the public warrants will ever be in the money prior to their expiration and, as such, the warrants may expire worthless.

The terms of our warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a warrant.

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We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants (excluding any placement warrants held by our Sponsor, Cantor or their respective permitted transferees) at any time after they become exercisable and prior to their expiration, at $0.01 per warrant, if the last reported sales price (or the closing bid price of our common stock in the event the shares of our common stock are not traded on any specific trading day) of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third business day prior to the date we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force a warrant holder: (i) to exercise your warrants and pay the exercise price therefore at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, will be substantially less than the market value of your warrants.

Warrants to purchase our common stock will become exercisable following the Merger, which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding warrants to purchase an aggregate of 10,300,000 shares of our common stock will become exercisable on the 30^th day following the closing of the Merger in accordance with the terms of the warrant agreement governing those securities. These warrants consist of 10,000,000 warrants originally included in the units issued in our IPO and 300,000 warrants included in the placement units. Each warrant entitles its holder to purchase one share of our common stock at an exercise price of $12.00 per share and will expire at 5:00 p.m., New York time, five years after the closing of the Merger or earlier upon redemption of our common stock or our liquidation. To the extent warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to our then existing stockholders and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could depress affect the market price of our common stock.

Our stockholders will experience immediate dilution due to the issuance of common stock to CardConnect stockholders as consideration in the Merger. Having a minority share position likely reduces the influence that our current stockholders have on the management of the combined company.

Based on CardConnect’s capitalization as of May 3, 2016 and assuming a closing date of June 30, 2016, we anticipate issuing an aggregate of 14,856,877 shares of our common stock and options to purchase 3,472,506 shares of our common stock, subject to adjustment as described in the Merger Agreement, to CardConnect stockholders as partial consideration in the Merger. We also expect to issue an aggregate of 480,544 shares of our common stock pursuant to the Equity Financing. In addition, if the Incentive Plan Proposal is approved, assuming that 3,796,296 shares are authorized for issuance under the 2016 Omnibus Plan, we intend to issue options to purchase 2,176,532 shares of common stock to executives of the combined company following the Merger (see “Proposal No. 6–The Incentive Plan Proposal–Overview”). We anticipate that, upon completion of the Merger, our existing stockholders will hold in the aggregate approximately 47.2% of our outstanding common stock (34.4% held by our public stockholders and 12.8% held by the initial stockholders and Cantor), CardConnect’s former stockholders will hold approximately 51.1% of our outstanding common stock and the Equity Financing investor will hold approximately 1.7% of our outstanding common stock. These ownership percentages do not take into account:

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any warrants or options to purchase our common stock that will be outstanding following the Merger, including any options to purchase CardConnect common stock that are converted into options to purchase our common stock pursuant to the Merger Agreement;

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any equity awards that may be issued under our proposed 2016 Omnibus Plan following the Merger, including the 2,176,532 options to be issued to CardConnect executives, which number is subject to adjustment so that the number of options issued represents 57.3% of the total number of shares authorized for issuance under the 2016 Omnibus Plan (See "Proposal No. 6—The Incentive Plan Proposal—Summary of Material Terms of 2016 Omnibus Plan” for more information); or

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any shares of Series A Preferred Stock that will be issued to the investor in our Equity Financing or any purchases of common stock that may be made by the investor in our Equity Financing pursuant to the Backstop Commitment.

If any shares of our common stock are redeemed in connection with the Merger, the percentage of our outstanding common stock held by our public stockholders will decrease and the percentages of our outstanding common stock held by our initial stockholders and Cantor, by the former CardConnect stockholders and by the Equity Financing investor each will increase. If the Equity Financing investor purchases shares in the open market pursuant to the Backstop Commitment, the percentage of our common stock held by such investor will increase and the percentage of shares held by our public stockholders will decrease. See “Summary—Impact of the Merger on FinTech’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information. To the extent that any of the outstanding warrants or options are exercised for shares of our common stock, or awards are issued under the proposed 2016 Omnibus Plan, our existing stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of our current stockholders to influence our management through the election of directors following the Merger.

Our initial stockholders, directors and officers may have a conflict of interest in determining to pursue the acquisition of CardConnect, since certain of their interests are different from or in addition to (and which may conflict with) the interests of our public stockholders, and such interests may have influenced their decisions to approve the Merger and recommend that our stockholders approve the Merger Proposal.

Our initial stockholders, officers and directors have interests in and arising from the Merger that are different from or in addition to, and which may conflict with, the interests of our public stockholders, which may result in a conflict of interest. These interests include:

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that our Sponsor, officers and directors will hold our common stock following the Merger, subject to lock-up agreements;

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that our Sponsor, officers and directors will hold placement warrants to purchase shares of our common stock;

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if we are unable to complete a business combination by August 19, 2016, our Chief Executive Officer will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities to which we owe money for services rendered or contracted for, or products sold to us, but only if such a vendor or target business has not executed such a waiver; and

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our Sponsor has agreed to loan us funds in an amount up to $750,000 for working capital requirements and to finance transaction costs in connection with an initial business combination, and any amounts outstanding under this loan will not be repaid if we are unable to complete a business combination by August 19, 2016;

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the continuation of Betsy Z. Cohen as a director of the combined company.

These interests may have influenced our directors in making their recommendation that you vote in favor of the Merger Proposal and the other proposals in this proxy statement/prospectus.

Our directors and officers have discretion in agreeing to changes or waivers to the terms of the Merger Agreement and related transactions, which may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our public stockholders’ best interest.

In the period leading up to the closing of the Merger, events may occur that, pursuant to the Merger Agreement, would require us to agree to amend the Merger Agreement, to consent to certain actions taken by CardConnect or to waive rights to which we are entitled to under the Merger Agreement. These events could arise because of changes in CardConnect’s business, a request by CardConnect to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on CardConnect’s business and would entitle us to terminate the Merger Agreement. In any of such circumstances, it would be at our discretion, acting through our board of directors, to consent to such a request or action or waive such rights. The existence of the financial and personal interests of the directors described elsewhere in these risk factors may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for the public stockholders and what he or she may believe is best for himself or herself in determining whether or not to take the requested action or waive our rights. As of the date of this proxy statement/prospectus, we do not believe there will be any requests, actions or waivers that our directors and officers would be likely to make after stockholder approval of the Merger Proposal has been obtained. While certain changes could be made without further stockholder approval, we will circulate a new or amended proxy statement/prospectus and resolicit our stockholders if changes to the terms of Merger and related transactions that would have a material impact on our stockholders are required prior to the vote on the Merger Proposal.

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Our initial stockholders have agreed to vote in favor of the Merger, regardless of how our public stockholders vote.

Unlike many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our initial stockholders have agreed to vote any shares of our common stock owned by them in favor of the Merger. As of the date hereof, our initial stockholders hold 26.5% of our issued and outstanding shares of common stock. Accordingly, it is more likely that the requisite stockholder approval will be received for the Merger than would be the case if our initial stockholders agreed to vote any shares of our common stock owned by them in accordance with the majority of the votes cast by our public stockholders.

We expect to incur significant, non-recurring costs in connection with consummating the Merger and related transactions.

We expect to incur significant, non-recurring costs in connection with consummating the Merger and related transactions. We will pay all fees, expenses and costs we incur or incurred on our behalf in connection with the Merger Agreement and the transactions contemplated thereby (including the Merger). Additionally, the Merger Agreement provides that if the Merger is consummated, we will pay all fees, expenses and costs incurred by CardConnect or on CardConnect’s behalf, subject to certain limited exceptions, in connection with the Merger Agreement and the transactions contemplated thereby (including the Merger). We currently estimate that Transaction Expenses will be approximately $17.0 million. In addition, we estimate that CardConnect will incur an addition $2.1 million in expenses that will be paid by the combined company.

If we are unable to complete the Merger with CardConnect or another business combination by August 19, 2016, we will cease all operations except for the purpose of winding up our affairs, redeem our outstanding public shares and dissolve and liquidate. In such event, third parties may bring claims against us and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by our stockholders could be less than $10.00 per share.

Our charter provides that we must complete the Merger or another business combination by August 19, 2016, or we must cease all operations except for the purposes of winding up, redeem our outstanding public shares and, subject to approval by our remaining stockholders and our board, dissolve and liquidate. In such event, third parties may bring claims against us for monies we owe for products or services provided to us. Although we have obtained waiver agreements from CardConnect and from certain vendors and service providers that we have engaged and to which we owe money pursuant to which such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of our public stockholders. If we are unable to complete the Merger or another business combination within the required time period, Daniel G. Cohen, our Chief Executive Officer, President and a director, has agreed he will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities to which we owe money for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, he may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, or if we otherwise enter compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share distribution from the trust account may be less than $10.00.

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Our directors may decide not to enforce the indemnification obligations of Daniel G. Cohen, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

If proceeds in the trust account are reduced below $10.00 per public share and Daniel G. Cohen asserts that he is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Mr. Cohen to enforce his indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Mr. Cohen to enforce his indemnification obligations to us, it is possible that our independent directors, in exercising their business judgment, may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be less than $10.00 per share.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

If we are unable to complete the Merger with CardConnect or another business combination within the required time period, we must dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We cannot assure you that we will properly assess all claims that may be potentially brought against us, nor can we assure you that third parties will not seek to recover from our stockholders amounts owed to them by us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after August 19, 2015, if we do not consummate the Merger, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Moreover, our board may be viewed as having breached its fiduciary duties to our creditors and/or having acted in bad faith, and thereby exposing the board and us to claims for punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us or you for these reasons.

Actions taken by the initial stockholders, our officers and directors to increase the likelihood of approval of the Merger Proposal and the other proposals presented in this proxy statement/prospectus could have a depressive effect on the price of our common stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the initial stockholders, our directors, officers and their respective affiliates may enter into agreements to purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal, or enter into transactions with such investors and others to provide them with incentives to acquire shares of our common stock or vote their shares in favor of the Merger Proposal. As of the date of this proxy statement/prospectus, one such arrangement has been made with an existing investor. While the exact nature of any other incentive arrangements that may be entered into in the future has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the initial stockholders for nominal value. The purpose of such purchases and other transactions would be to increase the likelihood that the Merger Proposal is approved and to decrease the likelihood that holders request redemption of public shares. Entering into any such arrangements may have a depressive effect on the price our common stock. For example, if as a result of these arrangements an investor or holder purchases shares for nominal value, the investor or holder may be more likely to sell such shares immediately following the closing of the Merger for a price below market value.

We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002 that will be applicable to us after the Merger, which could have a material adverse effect on our business.

CardConnect is not currently subject to Section 404 of the Sarbanes-Oxley Act. However, following the Merger, the combined company will be required to provide management’s attestation on internal controls commencing with the Company’s annual report for the year ending December 31, 2016. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of CardConnect as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to the combined company after the Merger. If we are not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and lead to a decrease in the market price of our common stock.

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Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an “emerging growth company.”

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.” We will be an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following February 12, 2020, the fifth anniversary of our IPO, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Accordingly, until we cease being an “emerging growth company” stockholders will not have the benefit of an independent assessment of the effectiveness of our interest comfort environment.

The unaudited pro forma financial information included in this proxy statement/prospectus may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Merger been completed on the date indicated. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Our ability to successfully effect the Merger and successfully operate the business thereafter will depend largely upon the efforts of certain key personnel, including the key personnel of CardConnect, all of whom we expect to stay with the combined company following the Merger. The loss of such key personnel could adversely affect the operations and profitability of the post-combination business.

Our ability to recognize certain benefits of the Merger and successfully operate CardConnect’s business following the Merger will depend upon the efforts of certain key personnel of CardConnect. Although we expect all of such key personnel to remain with the combined company following the Merger, the unexpected loss of key personnel may adversely affect the operations and profitability of the combined company. In addition, our future success depends in part on our ability to identify and retain key personnel to succeed senior management. Furthermore, while we have closely scrutinized the skills, abilities and qualifications of the key CardConnect personnel that will be employed by the combined company, our assessment may not prove to be correct. If such personnel do not possess the skills, qualifications or abilities we expect or those necessary to manage a public company, the operations and profitability of the combined company business may be negatively impacted.

The opinion of BTIG, our financial advisor does not reflect changes in circumstances between March 1, 2016, the date BTIG issued the opinion, and the closing of the Merger.

Our financial advisor, BTIG, rendered an opinion dated March 1, 2016, to our board of directors that, as of such date, and subject to and based on the considerations referred to in its opinion, (i) the Merger Consideration to be paid by us in the Merger pursuant to the Merger Agreement was fair to us, from a financial point of view, and (ii) the fair market value of CardConnect implied by the various financial analyses BTIG conducted in connection with its opinion equaled or exceeded 80% of the amount held by us in trust for the benefit of its public stockholders (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account). The opinion was based on economic, market and other conditions in effect on, and the information made available to it as of, the date thereof.

Changes in the operations and prospects of CardConnect, general market and economic conditions and other factors on which BTIG’s opinion was based, may significantly alter the value of CardConnect by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. For a description of the opinion issued by BTIG to our board, please see “The Merger Proposal - The Merger—Description of Fairness Opinion of BTIG.”

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Following the Merger, our ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for our common stock.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If no securities or industry analysts commence coverage of the combined company, our stock price would likely be less than that which would obtain if we had such coverage and the liquidity, or trading volume of our common stock may be limited, making it more difficult for a stockholder to sell shares at an acceptable price or amount. If any analysts do cover the combined company, their projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of research analysts covering us. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline.

Future sales of our common stock issued to CardConnect shareholders may reduce the market price of our common stock that you might otherwise obtain.

Under the Merger Agreement, the CardConnect shareholders will receive as consideration in the Merger, among other things, an aggregate of: (i) 14,856,877 shares of our common stock, 9,947,210 of which we expect to be issued to the FTV Entities, and options to purchase 3,472,506 shares of our common stock, subject to adjustment as provided in the Merger Agreement. The CardConnect stockholders will be restricted from transferring any shares of our common stock that they receive as a result of the Merger until the earlier of (i) the completion of a secondary underwritten offering, which we refer to as the Follow On Offering, that we are required to consummate within 12 months following the Merger pursuant the registration rights agreement described in the following paragraph, and (ii) 180 days after the closing of the Merger, subject to certain limited exceptions.

The Merger Agreement provides that, at the closing for the Merger, we will enter into a registration rights agreement with the CardConnect stockholders, which we refer to as the Registration Rights Agreement, with respect to the shares of our common stock that will be issued under the Merger Agreement. Under the Registration Rights Agreement, we will agree to use commercially reasonable best efforts to consummate a registered underwritten public offering of shares of our common stock held by any CardConnect holder that elects to participate in such offering. Under the Registration Rights Agreement we will also agree to file a registration statement on Form S-3 to register any shares of our common stock held by the FTV Entities for resale, which we refer to as the FTV Shelf Registration Statement. If the FTV Shelf Registration Statement is unavailable, the FTV Entities will have certain demand and piggyback registration rights.

Upon expiration of the lockup period applicable to shares of our common stock held by the CardConnect stockholders, effectiveness of the registration statement we file for the Follow On Offering, or effectiveness of the FTV Shelf, these parties may sell large amounts of our stock in the open market or in privately negotiated transactions. The registration and availability of such a significant number of shares of common stock for trading in the public market may increase the volatility in our stock price or put significant downward pressure on the price of our stock. In addition, the combined company may use shares of our common stock as consideration for future acquisitions, which could further dilute our stockholders.

Under the Merger Agreement we have no right to seek indemnification from CardConnect shareholders following the Merger.

The representations, warranties and covenants made by CardConnect in the Merger Agreement do not survive closing and are not subject to indemnification. As a result, if CardConnect is found to have breached any of its representations, warranties or covenants contained in the Merger Agreement, other than those covenants that by their terms apply or are to be performed in whole or in part at or after the closing of the Merger, we will have no recourse against CardConnect’s former shareholders other than for actual fraud.

Subsequent to the consummation of the Merger, the combined company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although we have conducted a due diligence examination of CardConnect, we cannot assure you that this examination revealed all material issues that may be present in CardConnect’s business, or that factors outside of our and CardConnect’s control will not later arise. As a result, we may be forced to later write down or write off assets, restructure the combined company’s operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the combined company or its securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

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Risk Relating to the Redemption

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from exercising redemption rights with respect to more than 20% of the public shares.

A public stockholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group,” will be restricted from exercising redemption rights with respect to more than 20% of the public shares. Accordingly, if you hold more than 20% of the public shares and the Merger Proposal is approved, you will not be able to exercise redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 20% or sell them in the open market. If the Merger is consummated, the value of such excess shares may not appreciate over time and the market price of our common stock may not exceed the per-share redemption price paid in connection with the Merger.

A stockholder’s decision as to whether to redeem his, her, its shares for a pro rata portion of the trust account may not put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell his, her or its public shares in the future following the completion of the Merger. Certain events following the consummation of any business combination, such as the Merger, may cause an increase in our share price, and may result in a lower value realized upon redemption than a stockholder might realize in the future had the stockholder not redeemed his, her or its shares. Similarly, if a stockholder does not redeem his, her or its shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any business combination, and the risk that the stockholder may not be able, in the future to sell his, her or its share(s), for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult his, her or its tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our common stock for a pro rata portion of the funds held in our trust account.

In order to exercise redemption rights, holders of public shares are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. Stockholders electing to redeem their public shares will receive their pro rata portion of the amount on deposit in the trust account as of two business days prior to the anticipated consummation of the Merger. See the section entitled “Special Meeting of FinTech Stockholders—Redemption Rights” for additional information on how to exercise your redemption rights. If you do timely submit your redemption request and deliver your common stock, you will not be entitled to redeem your common stock.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

FinTech is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Merger.

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Merger, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Merger.

The historical financial information of CardConnect was derived from the audited consolidated financial statements of CardConnect as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 included elsewhere in this proxy statement/prospectus. The historical financial information of FinTech was derived from the audited financial statements of FinTech for the years ended October 31, 2015 and 2014 and the unaudited condensed consolidated financial statements of FinTech for the three months ended January 31, 2016 and 2015 included elsewhere in this proxy statement/prospectus. This information should be read together with CardConnect’s and FinTech’s audited and unaudited financial statements and related notes, “CardConnect’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “FinTech’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The Merger will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, FinTech will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on CardConnect comprising the ongoing operations of the combined entity, CardConnect’s senior management comprising the senior management of the combined company, and CardConnect’s stockholders having a majority of the voting power of the combined company. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of CardConnect issuing stock for the net assets of FinTech, accompanied by a recapitalization. The net assets of FinTech will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger will be those of CardConnect.

Pursuant to the Merger Agreement, the aggregate consideration to be paid in the Merger will consist of an amount in cash equal to $180,000,000 plus the amount of CardConnect’s “Excess Cash,” which is referred to as the Cash Merger Consideration, and $170,000,000 in shares of FinTech common stock and options to purchase FinTech common stock (see “Proposal No. 1 – the Merger – The Merger Agreement – Merger Consideration”), subject to adjustment in accordance with the terms of the Merger Agreement, which is referred to as the Common Stock Merger Consideration. The Cash Merger Consideration and Common Stock Merger Consideration together are referred to as the Merger Consideration.

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The number of shares comprising the Common Stock Merger Consideration will be calculated in accordance with the terms of the Merger Agreement, and is estimated to be approximately 14,856,877 shares of common stock. The aggregate number of shares of the Company’s common stock that will be issued to CardConnect’s equity holders at closing of the Merger will be equal to (A) 17,000,000 less (B) the quotient of the aggregate economic value expressed in dollars of all CardConnect stock options being converted into FinTech stock options at closing (taking into account the value of the Merger Consideration payable per share of CardConnect common stock and the applicable exercise price of each of such CardConnect stock option), divided by (b) Ten.

FinTech intends to fund a portion of the Cash Consideration using proceeds held in the trust account maintained for the benefit of its public stockholders, if any, after giving effect to the exercise by the public stockholders of their redemption rights. The remainder of the Cash Consideration will be paid from the proceeds of the First Lien Facilities and Second Lien Term Loan Facility (together, the “Debt Financing”) and the Equity Financing. In addition, a portion of the remaining proceeds of the Debt Financing and Equity Financing will be used to repay CardConnect’s indebtedness under its existing revolving credit facility. Any remaining proceeds of the trust account, Debt Financing and Equity Financing will be used for general corporate purposes, including, but not limited to working capital for operations, capital expenditures and future acquisitions.

In connection with the Equity Financing, the Company will issue $37,500,000 in shares of redeemable Preferred Stock. Additionally, pursuant to the Backstop Commitment, the Equity Financing investor has agreed to purchase up to $5,000,000 in shares of common stock from existing FinTech stockholders, including specifically stockholders that elect to redeem their shares. FinTech will not issue new shares of common stock to the Equity Financing investor in connection with the Backstop Commitment.

The Merger will not close if stockholders elect to redeem their shares for cash unless such shares are purchased by the Equity Financing investor in the Backstop Commitment, or the Company obtains additional financing or raises additional capital.

As a result of the Merger, assuming that no stockholders of FinTech elect to redeem their shares for cash, CardConnect will own approximately 51.1% of the Company’s common stock to be outstanding immediately after the Merger, and the other FinTech stockholders will own approximately 48.9% of the Company’s outstanding common stock, based on the number of shares of FinTech common stock outstanding as of January 31, 2016 and assuming the Merger closes on June 30, 2016.

Pro forma information has been presented assuming no holders of the Company’s common stock exercise their right to have their shares redeemed upon the consummation of the Merger. This presentation would be the same under the scenario if holders elected to redeem up to $5,000,000 in shares of the Company’s common stock, since these shares would be purchased by the Equity Financing investor from existing stockholders pursuant to the Backstop Commitment.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma condensed combined financial statements are 14,856,877 shares of the Company’s common stock to be issued to CardConnect.

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PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JANUARY 31, 2016

(UNAUDITED)

	(A)			(B)
	CardConnect			FinTech			Pro Forma Adjustments Assuming no Redemption			Pro Forma Balance Sheet Assuming no Redemption
Assets
Current assets:
Cash and cash equivalents	$	3,574,661		$	123,762		$	100,005,053	(1)
								100,000,000	(2)
								(4,425,000	)(3)
								40,000,000	(4)
								(1,300,000	)(5)
								37,500,000	(6)
								(7,500,000	)(7)
								(750,000	)(8)
								(87,500	)(12)
								(4,125,000	)(13)
								(5,400,000	)(14)
								(59,964,989	)(15)
								(180,000,000	)(16)
								4,285,367	(17)	$	21,936,354
Restricted cash		1,603,783			-			7,500,000	(7)		9,103,783
Accounts receivable		15,670,324			-			-			15,670,324
Processing assets		6,929,522			-			-			6,929,522
Other receivables		1,659,588			-			-			1,659,588
Related party receivables		145,367			-			(145,367	)(17)		-
Prepaid income taxes		168,522			-			-			168,522
Other prepaid expenses and current assets		1,791,632			43,014			-			1,834,646
Total Current Assets		31,543,399			166,776			25,592,564			57,302,739
Long term assets:
Cash and securities held in trust account		-			100,005,053			(100,005,053	)(1)		-
Property and equipment, net		6,109,009			-			-			6,109,009
Goodwill		40,241,161			-			-			40,241,161
Intangible assets		63,013,832			-			-			63,013,832
Related party receivables		4,140,000			-			(4,140,000	)(17)		-
Other assets		864,217			-			-			864,217
Total Long Term Assets		114,368,219			100,005,053			(104,145,053	)		110,228,219
Total Assets	$	145,911,618		$	100,171,829		$	(78,552,489)		$	167,530,958
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	5,144,086		$	40,004		$	-		$	5,184,090
Note payable		-			-			5,000,000	(2)		5,000,000
Residuals payable		5,642,386			-			-			5,642,386
Processing liabilities		8,533,305			-			-			8,533,305
Settlement obligation		2,691,569			-			-			2,691,569
Deferred revenue		1,382,099			-			-			1,382,099
Total Current Liabilities		23,393,445			40,004			5,000,000			28,433,449
Long term liabilities:
Note payable, net of current portion		-			-			95,000,000	(2)
								(4,425,000	)(3)
								40,000,000	(4)
								(1,300,000	)(5)		129,275,000
Revolving credit facility		59,964,989			-			(59,964,989	)(15)		-
Deferred underwriting fees		-			5,000,000			(5,000,000	)(13)		-
Deferred legal fees payable		-			125,000			(125,000	)(13)		-
Accrued expenses		2,059,011			-			-			2,059,011
Deferred tax liability		1,787,216			-			-			1,787,216
Total Liabilities		87,204,661			5,165,004			69,185,011			161,554,676
Commitments and Contingencies
Common stock subject to possible redemption		-			90,006,824			(90,006,824	)(10)		-
Redeemable preferred stock		-			-			37,500,000	(6)		37,500,000

Stockholders’ Equity (Deficit)
Preferred stock		2,037			-			(2,037	)(9)		-
Common stock		926			4,733			(926	)(9)
								14,857	(9)
								9,000	(10)
								481	(11)		29,071
Additional paid-in capital		88,701,536			5,345,533			(750,000	)(8)
								(3,445,628	)(9)
								89,997,824	(10)
								(481	)(11)
								(87,500	)(12)
								1,000,000	(13)
								(5,400,000	)(14)
								(180,000,000	)(16)
								4,638,716	(18)		-
Treasury stock		(3,083,469	)		-			3,083,469	(9)		-
Accumulated deficit		(26,914,073	)		(350,265	)		350,265	(9)
								(4,638,716	)(18)		(31,552,789	)
Total Stockholders’ Equity (Deficit)		58,706,957			5,000,001			(95,230,676	)		(31,523,718	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	145,911,618		$	100,171,829		$	(78,552,489	)	$	167,530,958

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Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheet

(A)	Derived from the audited consolidated balance sheet of CardConnect as of December 31, 2015.
(B)	Derived from the unaudited consolidated balance sheet of FinTech as of January 31, 2016.

(1)	To liquidate investments held in trust account.
(2)	To record proceeds received from the First Lien Facilities.
(3)	To record debt issuance costs incurred in connection with the First Lien Facilities.
(4)	To record proceeds received from the Second Lien Term Loan Facility.
(5)	To record debt issuance costs incurred in connection with the Second Lien Term Loan Facility.
(6)	To record issuance of $37,500,000 of redeemable Series A Preferred Stock in connection with the Equity Financing.
(7)	To record restricted cash required to be maintained for the payment of dividends on the Series A Preferred Stock.
(8)	To record payment of Equity Financing costs.
(9)	To reflect recapitalization of CardConnect through the issuance of 14,856,877 shares of FinTech’s common stock and elimination of the historical accumulated deficit of FinTech, the accounting acquiree.
(10)	Assuming no FinTech stockholders exercise their redemption rights, the common stock subject to redemption amounting to $90,006,824 would be transferred to permanent equity.
(11)	To record the issuance of 480,544 shares of common stock to the investor in the Equity Financing. The issuance is being recorded as a cost of the Equity Financing.
(12)	To record fees payable to the Equity Financing investor in connection with the issuance of FinTech common stock under the Equity Financing.
(13)	To record payment of deferred underwriters fee to Cantor and deferred legal fee from FinTech’s IPO, payable at the consummation of the Merger.
(14)	To record payment of estimated legal, financial advisory, accounting, printing and other professional fees related to the Merger.
(15)	To record repayment of CardConnect’s outstanding revolving credit facility.
(16)	To record payment of $180,000,000 cash consideration in connection with the Merger.
(17)	To record repayment of related party receivables.
(18)	To reflect allocation of additional paid in capital deficit to accumulated deficit.

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PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JANUARY 31, 2016
(UNAUDITED)

	(A)			(B)
	CardConnect			FinTech			Pro Forma Adjustments Assuming no Redemption				Pro Forma Income Statement Assuming no Redemption

Revenue	$	129,101,219		$	-		$	-			$	129,101,219
Interchange and pass-through		94,605,304			-			-				94,605,304
Net revenue	$	34,495,915		$	-		$	-			$	34,495,915


Cost of services		20,780,367			-			-				20,780,367
General and administrative		7,760,998			98,080			-				7,859,078
Depreciation		304,779			-			-				304,779
Amortization of intangibles		4,727,188			-			-				4,727,188
Total expenses	$	33,573,332		$	98,080		$	-			$	33,671,412

Other income (expense):
Unrealized gain on securities held in trust account		-			10,109			(10,109	)	(3)		-
Interest income		-			9,902			(9,902	)	(3)		-
Interest expense		(359,640	)		-			(221,250	)	(1)
								(1,030,000	)	(2)		(1,615,890	)
Other, net		92,304			-			-				92,304
Income (loss) before income taxes	$	655,247		$	(78,069	)	$	(1,276,261	)		$	(699,083	)
Provision (benefit) for income taxes		588,518			-			(847,179	)	(4)		(258,661	)
Net income (loss)	$	66,729		$	(78,069	)	$	(429,082	)		$	(440,442	)

Weighted average shares outstanding, basic and diluted					4,723,496			24,337,648		(5)		29,061,144
Basic and diluted net loss per share				$	(0.02	)					$	(0.02	)

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PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 2015
(UNAUDITED)

	(C)			(D)
	CardConnect			FinTech			Pro Forma Adjustments Assuming no Redemption				Pro Forma Income Statement Assuming no Redemption

Revenue	$	458,647,940		$	-		$	-			$	458,647,940
Interchange and pass-through		338,005,409			-			-				338,005,409
Net revenue	$	120,642,531		$	-		$	-			$	120,642,531

Cost of services		71,072,379										71,072,379
General and administrative		25,366,084			228,649			-				25,594,733
Depreciation		1,187,567			-			-				1,187,567
Amortization of intangibles		19,174,968			-			-				19,174,968
Total operating expenses	$	116,800,998		$	228,649		$	-			$	117,029,647

Other income (expense):
Unrealized loss on securities held in trust account		-			(49,804	)		49,084		(3)		-
Interest income		-			34,846			(34,846	)	(3)		-
Interest expense		(1,203,948	)		-			(885,000	)	(1)
								(4,296,000	)	(2)		(6,384,948	)
Other, net		(81,324	)		-			-				(81,324	)
Income (loss) before income taxes	$	2,556,261		$	(243,607	)	$	(5,166,042	)		$	(2,853,388	)
Provision (benefit) for income taxes		1,383,777			-			(2,439,531	)	(4)		(1,055,754	)
Net income (loss)	$	1,172,484		$	(243,607	)	$	(2,726,511	)		$	(1,797,634	)

Weighted average shares outstanding, basic and diluted					4,316,202			24,337,648		(5)		28,653,850
Basic and diluted net loss per share				$	(0.06	)					$	(0.06	)

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Pro Forma Adjustments to the Unaudited Condensed Combined Income Statements

(A)

Derived from the unaudited consolidated statements of operations of CardConnect for the three months ended December 31, 2015.

(B)

Derived from the unaudited condensed consolidated statements of operations of FinTech for the three months ended January 31, 2016.

(C)

Derived from the audited consolidated statements of operations of CardConnect for the year ended December 31, 2015.

(D)

Derived from the audited statements of operations of FinTech for the year ended October 31, 2015.

(1)

To record amortization of debt issuance costs to interest expense in connection with the Debt Financing.

(2)

To record interest expense in connection with the Debt Financing.

(3)

To eliminate unrealized gain (loss) and interest income on securities held in the trust account as of the beginning of the periods.

(4)

To record normalized income tax benefit of 37.0% for pro forma financial presentation purposes.

(5)

As the Merger is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Merger have been outstanding for each of the periods presented. Weighted average common shares outstanding - basic and diluted is calculated as follows:

	Combined (Assuming No Redemptions)
	Three Months Ended January 31, 2016			Year Ended October 31, 2015
FinTech shares issued to Equity Financing investor		480,544			480,544
FinTech weighted average shares outstanding		4,723,497			4,316,202
FinTech shares subject to redemption reclassified to equity		9,000,227			9,000,227
FinTech shares issued in Merger		14,856,877			14,856,877
Weighted average shares outstanding		29,061,144			28,653,850
Percent of shares owned by CardConnect		51.1	%		51.8	%
Percent of shares owned by FinTech stockholders and Equity Financing investor		48.9	%		48.2	%

Weighted average shares calculation, basic and diluted
Existing CardConnect holders		14,856,877			14,856,877
FinTech holders and Equity Financing investor		14,204,267			13,796,973
Weighted average shares, basic and diluted		29,061,144			28,653,850

The computation of diluted loss per share excludes the effect of 3,472,506 options issued as Merger Consideration and 2,175,278 options issued pursuant to employment agreements because their inclusion would be anti-dilutive.

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SPECIAL MEETING OF FINTECH STOCKHOLDERS

General

We are furnishing this proxy statement/prospectus to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting of stockholders to be held on [●], 2016, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about [●], 2016.

Date, Time and Place of Special Meeting

The special meeting will be held at [●], Eastern Time, on [●], 2016, at the offices of [●], or such other date, time and place to which such meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of our common stock at the close of business on [●], 2016, which is the record date for the special meeting. You are entitled to one vote for each share of our common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions. On the record date, there were 13,733,333 shares of our common stock outstanding, of which 10,000,000 are public shares, 300,000 are private placement shares held by our Sponsor and Cantor, 3,433,333 are founder shares held by our initial stockholders.

Vote of FinTech Initial Stockholders

In connection with our IPO, we entered into an agreement with our initial stockholders, executive officers and directors pursuant to which they agreed to vote any shares of our common stock owned by them in favor of the Merger Proposal. As of the date of this prospectus/proxy statement, our initial stockholders, executive officers and directors hold approximately 26.5% of the outstanding shares of our common stock.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum will be present at the special meeting if a majority of the shares of our common stock outstanding and entitled to vote at the special meeting is represented at the meeting in person or by proxy. An abstention from voting, shares represented at the special meeting in person or by proxy but not voted on one or more proposals or a broker non-vote so long as the stockholder has given the broker or other nominee voting instructions on at least one proposal in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the special meeting may adjourn the special meeting. As of the record date for the special meeting, the presence in person or by proxy of 6,866,667 shares of our common stock would be required to achieve a quorum.

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The Merger Proposal is conditioned on the approval of Proposal 2 and the NASDAQ Proposal. In addition, (i) each of Proposal 3, Proposal 4, the NASDAQ Proposal and Incentive Plan Proposal is conditioned on the approval of the Merger Proposal and Proposal 2, and (ii) Proposal 2 is conditioned on the approval of the Merger Proposal. Approval of each of Proposal 3, Proposal 4 and the Incentive Plan Proposal is also a closing condition under the Merger Agreement. It is important for you to note that if either the Merger Proposal, Proposal 2 or the NASDAQ Proposal is not approved by our stockholders, or if Proposal 3, Proposal 4 or the Incentive Plan Proposal is not approved by our stockholders and the applicable closing condition under the Merger Agreement is not waived by CardConnect and FinTech, then we will not consummate the Merger. If we do not consummate the Merger and fail to complete an initial business combination by August 19, 2016, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

Recommendation to FinTech Stockholders

Our board of directors believes that each of the Merger Proposal, Proposal 2, Proposal 3, Proposal 4, the NASDAQ Proposal and the Incentive Plan Proposal to be presented at the special meeting is in the best interests of, us and our stockholders and unanimously recommends that our stockholders vote “FOR” each of the proposals.

When you consider the recommendation of our board of directors in favor of approval of the Merger Proposal, you should keep in mind that our directors and officers have interests in the Merger that are different from or in addition to (or which may conflict with) your interests as a stockholder. See “Proposal No. 1—The Merger Proposal---Interests of Certain Persons in the Merger” for additional information.

Broker Non-Votes and Abstentions

Under the rules of various national and regional securities exchanges your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to our stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions to your bank, broker or other nominee, it may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.”

An abstention from voting, shares represented at the special meeting in person or by proxy but not voted on one or more proposals and a broker non-vote will each count as present for the purposes of establishing a quorum. A stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting or a broker non-vote will each have the same effect as a vote “AGAINST” the Merger Proposal, Proposal 2, Proposal 3 and Proposal 4 and will have no effect on the outcome of the NASDAQ Proposal or the Incentive Plan Proposal.

Voting Your Shares

Each share of our common stock that you own in your name entitles you to one vote on each of the proposals for the special meeting. Your proxy card or cards show the number of shares of our common stock that you own. There are several ways to vote your shares of common stock:

	●	You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly represented and voted at the meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of our common stock will be voted as recommended by our board of directors. Our board of directors recommends voting “FOR” the Merger Proposal, “FOR” Proposal 2, “FOR” Proposal 3, “FOR” Proposal 4, “FOR” the NASDAQ Proposal and “FOR” the Incentive Plan Proposal.

	●	You can attend the special meeting and vote in person even if you have previously voted by submitting a proxy as described above. You will be given a ballot when you arrive. However, if your shares of common stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of common stock.

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Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the special meeting or at such meeting by doing any one of the following:

●

you may send another proxy card with a later date;

●

you may notify James J. McEntee, III, our Chief Financial Officer and Chief Operating Officer, by telephone at (215) 701-9602, by email at jmcentee@fintechacquisition.com or in writing to c/o FinTech Acquisition Corp., 712 Fifth Ave, 8^th Floor, New York, New York 10019, before the special meeting that you have revoked your proxy; or

●

you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters May Be Presented at the Special Meeting

The special meeting has been called only to consider the approval of the Merger Proposal, Proposal 2, Proposal 3, Proposal 4, the NASDAQ Proposal and the Incentive Plan Proposal. Under our bylaws, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in this proxy statement/prospectus.

Who Can Answer Your Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may call Morrow & Co., LLC, our proxy solicitor, at (800) 662-5200 (toll free). Banks and Brokerage Firms may call collect at: (203) 658-9400.

Redemption Rights and Procedures

Pursuant to our charter, any holders of our public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the Merger. If demand is properly made and the Merger is consummated, these shares, immediately prior to the Merger, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our IPO (calculated as of two business days prior to the consummation of the Merger, less franchise and income taxes payable). For illustrative purposes, based on funds in the trust account of approximately $100.0 million on January 31, 2016, the estimated per share redemption price would have been approximately $10.00.

In order to exercise your redemption rights, you must:

●

affirmatively vote “FOR” or “AGAINST” the Merger Proposal;

●

check the box on the enclosed proxy card to elect redemption;

●

submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

; and

●

deliver your public shares either physically or electronically through DTC to our transfer agent at least two business days before the special meeting. Stockholders seeking to exercise redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

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If you do not properly comply with the procedures and requirements to redeem your public shares described above, your shares will not be redeemed. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with our consent, until the vote is taken with respect to the Merger. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.

It is a condition to closing under the Merger Agreement that funds in the trust account, together with the proceeds of the Debt Financing and the Equity Financing and cash on hand, will provide us with sufficient funds to consummate the Merger and pay all amounts required pursuant to the Merger Agreement. Any redemptions by our public stockholders will decrease the funds in the trust account available to us to consummate the Merger and related transactions. We have estimated that the Transaction Expenses will be approximately $17.0 million. Assuming that actual Transaction Expenses are at least $17.0 million, if any shares are redeemed by public stockholders, we will have insufficient funds available to pay the Cash Merger Consideration and other amounts payable under the Merger Agreement unless we obtain additional financing or raise additional capital, or the applicable conditions to the Debt Financing are waived by the Lenders (See “Proposal No. 1—The Merger Proposal—The Merger Agreement—Acquisition Financing”). We intend to enter into a written agreement for the Backstop Commitment pursuant to which the investor in the Equity Financing will commit to purchase up to $5.0 million in shares of our commons stock from existing stockholders, including specifically stockholders who have elected or intend to elect to redeem their shares in connection with the Merger, in order to help ensure that we will have sufficient funds to consummate the Merger.

Prior to exercising redemption rights, stockholders should verify the market price of our common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights. We cannot assure you that you will be able to sell your shares of our common stock in the open market, even if the market price per share is higher than the redemption price, as there may not be sufficient liquidity in our common stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of our common stock will cease to be outstanding immediately prior to the Merger and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Merger is not approved and we do not consummate an initial business combination by August 19, 2016, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders and our warrants will expire worthless.

Appraisal Rights

Appraisal rights are not available to holders of shares of our common stock in connection with the Merger.

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PROPOSAL NO. 1—THE MERGER PROSPOAL

We are asking our stockholders to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. Our stockholders should read carefully this proxy statement/prospectus in its entirety, including the subsection below entitled “—The Merger Agreement,” for more detailed information concerning the Merger and the Merger Agreement. We also urge our stockholders to read carefully the Merger Agreement in its entirety before voting on this proposal. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

Because we are holding a stockholder vote on the Merger, our charter provides that we may consummate the Merger only if it is approved by the affirmative vote of the holders of a majority of the then outstanding shares of common stock.

The Merger Agreement

This section describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A hereto, which is incorporated herein by reference. Stockholders and other interested parties are urged to read the Merger Agreement, carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Merger.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that these schedules contain information that is material to an investment decision.

Structure of the Merger

On March 7, 2016, we entered into the Merger Agreement with Merger Sub and CardConnect, which provides for, among other things, our acquisition of CardConnect through the merger of CardConnect with and into Merger Sub. As a result of the Merger, (i) each outstanding share of CardConnect preferred stock and each outstanding share of CardConnect common stock will convert into the right to receive a combination of cash and shares of our common stock, and (ii) a portion of the outstanding options to purchase shares of CardConnect common stock (“CardConnect Options”) will be cancelled in exchange for the right to receive a cash payment, and the remaining outstanding CardConnect Options will be converted into options to receive our common stock, in each case as calculated pursuant to the terms of the Merger Agreement.

Merger Consideration

Pursuant to the Merger Agreement, the aggregate consideration to be paid in the Merger will consist of:

	●	the Cash Merger Consideration, which will be an amount in cash equal to $180,000,000 plus the amount of CardConnect’s “Excess Cash;” and

●

the Common Stock Merger Consideration, which will consist of $170,000,000 in shares of our common stock and options to purchase our common stock, subject to adjustment in accordance with the terms of the Merger Agreement,.

For the purposes of the Merger Agreement, “Excess Cash” means the aggregate amount, as determined in good faith by CardConnect’s executive management team, of the cash and cash equivalents of CardConnect and its subsidiaries in excess of $500,000, excluding any cash or cash equivalents of CardConnect and its subsidiaries that are restricted as to withdrawal or general use whether by contract or otherwise, are designated for expenditure in the acquisition or construction of noncurrent assets, or are segregated for use with respect to an existing liability.

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Cash Merger Consideration

Pursuant the Merger Agreement, a portion of the Cash Merger Consideration will be used to fund the payment of (i) $3,551,000 due to certain CardConnect executives pursuant to the terms of the management carve-out agreements with such executives (see “Information About CardConnect—Executive Compensation” for additional information), and (ii) an estimated $10,455,000 in fees and expenses incurred by or on behalf of CardConnect in connection with the Merger and related transactions. The balance of the Cash Merger Consideration will be distributed to CardConnect preferred and common stockholders as partial consideration in the Merger as follows:

	●	The holders of the outstanding shares of CardConnect Series A preferred stock will be entitled to receive an aggregate amount equal to the accrued and unpaid dividends as of the closing date of the Merger with respect to the outstanding shares of CardConnect Series A preferred stock. As of the date of this proxy statement/prospectus, all outstanding shares of CardConnect Series A preferred stock were held by FTVENTURES III, L.P., FTVENTURES III-N, L.P. and FTVENTURES III-T, L.P., which we refer to as the FTV Entities.

	●	The FTV Entities will be entitled to receive in respect of their shares of CardConnect common stock and Series A preferred stock an amount equal to $140,000,000 less the aggregate amount paid to the holders of the outstanding shares of CardConnect Series A preferred stock pursuant to the immediately preceding bullet point.

	●	Holders of Cashout Options (as defined below under “—Common Stock Merger Consideration and Treatment of Options”) will be entitled to receive with respect to each Cashout Option, an amount equal the dollar value of the Merger Consideration allocable in respect of a share of CardConnect common stock minus the per share exercise price of the Cashout Option.

●

The remainder of the Cash Merger Consideration, after payment of the amounts described in the preceding three bullet points, will be paid, pro rata, to the holders of shares of CardConnect common stock other than the FTV Entities.

We intend to fund a portion of the Cash Consideration with proceeds held in the trust account maintained for the benefit of our public stockholders, if any, after giving effect to the exercise by our public stockholders of their redemption rights described below. The remainder of the Cash Consideration will be paid from the proceeds of our Debt Financing and Equity Financing. In addition, a portion of the remaining proceeds of the Debt Financing and Equity Financing will be used to repay CardConnect’s indebtedness under its existing credit facility. Any remaining proceeds of the trust account, Debt Financing and Equity Financing will be used for general corporate purposes, including working capital for operations, capital expenditures and future acquisitions.

Common Stock Merger Consideration and Treatment of Options

The aggregate number of shares of our common stock that we will issue to CardConnect’s equity holders at closing of the Merger will be equal to:

●

17,000,000 minus

●

the quotient of (a) the aggregate economic value expressed in dollars of all CardConnect stock options being converted into Company stock options at Closing (taking into account the value of the merger consideration payable per share of CardConnect common stock and the applicable exercise price of each of such CardConnect stock option), divided by (b) Ten.

We currently expect that, based on CardConnect’s capitalization as of the date of this proxy statement/prospectus and assuming a June 30, 2016 closing date, at the closing of the Merger we will issue 14,856,877 shares of Company common stock to CardConnect’s equity holders, which is valued at approximately $148,568,771 based on an assumed price of $10.00 per share of our common stock).

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The number of shares of our common stock to be issued as Common Stock Merger Consideration to each CardConnect shareholder will be determined by the quotient of:

●

(a) such holder’s pro rata portion of aggregate consideration to be paid in the Merger (which will be deemed to be equal to $350,000,000 plus the amount of CardConnect’s Excess Cash) minus (b) the aggregate amount of the Cash Merger Consideration paid to such holder, divided by

●

Ten.

At Closing, we will cash out a percentage of outstanding options to purchase CardConnect common stock, which we refer to as CardConnect Stock Options, issued under the FTS Holding Corporation 2010 Stock Option Plan, which we refer to as the CardConnect Option Plan. We refer to the options that we will cash out at closing as the Cashout Options. The percentage of outstanding CardConnect Stock Options that will be cashed out at closing will be equal to the Cash Merger Consideration per share of CardConnect common stock held by any holder other than the FTV Entities, divided by (ii) the value of the Merger Consideration per share of CardConnect common stock held by any holder other than an FTV Entity. The amount of Cash Merger Consideration payable with respect to each Cashout Option will be determined by subtracting the per share exercise price of the Cashout Option from the dollar value of the Merger Consideration allocable in respect of a share of CardConnect common stock.

At closing, all CardConnect Stock Options that are not Cashout Options will be fully vested and converted into options to purchase shares of our common stock, which we refer to herein as Converted Options. Each Converted Option will continue to be subject to substantially the same terms and conditions as were applicable to such option prior to the closing of the Merger except that each Converted Option will be exercisable for that number of shares of our common stock equal to the product (rounded down to the nearest whole number) of:

●

the number of shares of CardConnect common stock subject to the option immediately prior to Closing and

●

the quotient obtained by dividing:

	○	the Merger Consideration per share of CardConnect common stock, expressed in dollars (assuming that each share of Common Stock Merger Consideration is valued at $10.00 per share) minus the per share exercise price of such CardConnect Stock Option immediately prior to Closing, by

○

Ten Dollars ($10.00) minus the per share exercise price of such CardConnect Stock Option immediately before the Effective Time.