S-4/A 1 fs42018a1_fintechacq2.htm

As filed with the Securities and Exchange Commission on May 9, 2018

Registration No. 333-223936

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

Amendment No. 1
to

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

______________

FINTECH ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

______________

Delaware

 

6770

 

47-4219082

(State or other jurisdiction of incorporation or organization)

 

(Primary Standard Industrial Classification Code Number)

 

(I.R.S. Employer
Identification No.)

2929 Arch Street, Suite 1703
Philadelphia, PA 19104-2870
(215) 701-9555

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

______________

2929 Arch Street, Suite 1703
Philadelphia, PA 19104-2870
Attn: James J. McEntee, III
President and Chief Financial Officer

(215) 701-9555

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

______________

Copies to:
Mark E. Rosenstein, Esq.
Derick S. Kauffman, 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 mergers 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, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:

 

¨

 

Accelerated filer:

 

¨

Non-accelerated filer:

 

x (Do not check if a smaller reporting company)

 

Smaller reporting company:

 

¨

 

 

 

 

Emerging growth company

 

x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

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) ¨

 

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 $0.0001

 

20,000,000

 

N/A

 

$

0

(2)

 

$

0

Total

 

20,000,000

 

 

 

$

0

 

 

$

0

____________

(1)      Relates to common stock, $0.0001 par value per share, of the registrant issuable to Interwire Topco, LLC, the sole stockholder of Intermex Holdings II, Inc. (“Intermex”), in the proposed transaction pursuant to which the registrant will acquire Intermex through the merger of a direct wholly owned subsidiary of the registrant with and into Intermex with Intermex continuing as the initial surviving entity, immediately followed by the merger of the initial surviving entity with and into a direct wholly owned subsidiary of the registrant with such subsidiary continuing as the surviving entity and a wholly owned subsidiary of the registrant (collectively, the “Merger”). The amount of common stock of the registrant to be registered represents the estimated maximum number of shares of the registrant’s common stock that could be issued to the sole stockholder of Intermex in connection with the Merger. As the exact amount of the merger consideration is subject to adjustment at the closing of the Merger, the estimated maximum number of shares listed above is based on the registrant’s good faith estimate of the number of shares of the registrant to be issued to such stockholder as merger consideration, based on a per-share issuance price of $10.00 per share.

(2)      Based upon the estimated value of 10 shares of Intermex common stock canceled in connection with the Merger calculated in accordance with Rule 457(f) of the Securities Act of 1933, as amended, less cash consideration of $92,000,000 in accordance with Rule 457(f)(3). Intermex 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.

 

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 9, 2018

FINTECH ACQUISITION CORP. II

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania 19104

PRELIMINARY PROXY STATEMENT/PROSPECTUS FOR SPECIAL MEETING IN LIEU OF
2018 ANNUAL MEETING OF STOCKHOLDERS AND PROSPECTUS FOR
20,000,000 SHARES OF COMMON STOCK OF FINTECH ACQUISITION CORP. II

Dear FinTech Acquisition Corp. II Stockholders:

On December 19, 2017, FinTech Acquisition Corp. II, which we refer to as we, us, our, FinTech or the Company, FinTech II Merger Sub Inc., our direct wholly owned subsidiary, which we refer to as Merger Sub 1, FinTech II Merger Sub 2 LLC, our direct wholly owned subsidiary, which we refer to as Merger Sub 2, Intermex Holdings II, Inc., which we refer to as Intermex, and SPC Intermex Representative LLC, which we refer to as SPC Intermex Representative, entered into an Agreement and Plan of Merger, which we refer to as the Merger Agreement, pursuant to which we will acquire Intermex by the merger of Merger Sub 1 with and into Intermex with Intermex continuing as the initial surviving entity, immediately followed by the merger of Intermex with and into Merger Sub 2 with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of the Company, which we refer to collectively as the Merger.

At the special meeting in lieu of the 2018 annual meeting of stockholders, which we refer to as 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, Interwire Topco, LLC, which we refer to as Interwire LLC, the sole stockholder of Intermex, will exchange its shares of Intermex common stock for a combination of cash and shares of our common stock. The aggregate consideration to be paid in the Merger will consist of (i) $92,000,000 in cash, (ii) based on Intermex’s current capitalization and assuming $50.0 million in redemptions, an estimated 16,598,281 shares of our common stock assuming the Merger was completed on December 31, 2017 or an estimated 17.5 million shares of our common stock assuming the Merger is completed on June 30, 2018, the anticipated closing date, and (iii) an amount (as determined in accordance with the Merger Agreement) equal to any excess cash at Intermex at the time of the closing of the Merger in the form of additional shares of our common stock and/or, at our option, up to $10 million of such amount in cash. The number of shares of the common stock consideration will be based on a $10.00 per share value for our common stock. The amount of cash and common stock to be issued as consideration in the Merger is subject to adjustment as set forth in the Merger Agreement. For additional information, see the sections in the accompanying proxy statement/prospectus entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Merger Consideration” and “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Common Stock Merger Consideration.” Pursuant to the Merger Agreement, the aggregate Merger consideration will be delivered to SPC Intermex Representative or its designees on behalf of Interwire LLC. A copy of the Merger Agreement is attached to this 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 stock (“Proposal 2”), (ii) create an additional class of directors so that there will be three classes of directors with staggered terms of office, and make certain related changes (“Proposal 3”), (iii) elect not to be governed by Section 203 of the DGCL (“Proposal 4”), (iv) adopt Delaware as the exclusive forum for certain legal actions (“Proposal 5”) and (v) provide for additional changes, principally including changing our name from “FinTech Acquisition Corp. II” to “International Money Express, Inc.” and removing provisions applicable only to special purpose acquisition companies (“Proposal 6”), each of which Proposal Nos. 2 through 6 we refer to as a charter Proposal and collectively the charter Proposals, (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, (c) to approve and adopt the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (an equity-based incentive plan), a copy of which is attached to this proxy statement/prospectus as Annex B, which we refer to as the Incentive Plan Proposal, (d) to elect three directors to serve on our Board of Directors until the 2020 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death, which we refer to as the Director Election Proposal, and (e) to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes received to pass the resolution to approve the Merger Proposal, the charter Proposals, the NASDAQ Proposal, the Incentive Plan Proposal and the Director Election Proposal, which we refer to as the Adjournment Proposal. A copy of our proposed second amended and restated certificate of incorporation incorporating the charter Proposals, which we refer to as our proposed charter, is attached as Annex C to this proxy statement/prospectus. Each of these proposals is more fully described in this proxy statement/prospectus.

Our common stock, units and warrants are currently listed on The NASDAQ Capital Market under the symbols “FNTE,” “FNTEU” and “FNTEW,” respectively. We will apply to continue the listing of our common stock and warrants on The NASDAQ Capital Market under the symbols “[•]” and “[•],” 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 this 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 $175.6 million on February 28, 2018, stockholders would have received a redemption price of approximately $10.03 per share of our common stock. Public stockholders may elect to redeem their shares even if they vote for the Merger Proposal.

We are providing this proxy statement/prospectus and the accompanying 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 will be held at [•] [AM./P.M.] Eastern Time on [•], 2018 at [•]. Whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 28.

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, please take time to vote by following the instructions contained in this 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 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 and the charter Proposals but will have no effect on the NASDAQ Proposal, the Incentive Plan Proposal, the Director Election Proposal or the Adjournment Proposal. 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.

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, Proposal 5, Proposal 6 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. Neither the Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that if either the Merger Proposal or the NASDAQ Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and Intermex do not waive the applicable closing condition under the Merger Agreement, then the Merger will not be consummated.

 

Our board of directors unanimously recommends that our stockholders vote “FOR” the Merger Proposal and “FOR” the other proposals presented in this 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 and Director

This proxy statement/prospectus is dated [•], 2018, and is first being mailed to our stockholders on or about [•], 2018.

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.

 

FINTECH ACQUISITION CORP. II

2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania 19104

NOTICE OF SPECIAL MEETING IN LIEU OF 2018 ANNUAL MEETING
OF STOCKHOLDERS OF FINTECH ACQUISITION CORP. II
To Be Held on
[•], 2018

To the Stockholders of FinTech Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2018 annual meeting of stockholders, which we refer to as the special meeting, of FinTech Acquisition Corp. II, a Delaware corporation, will be held on [•], 2018, 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)      The charter Proposals — to consider and vote upon proposed amendments to our charter to (i) increase our authorized common stock (referred to herein as Proposal 2), (ii) create an additional class of directors so that there will be three classes of directors with staggered terms of office, and to make certain related changes (referred to herein as Proposal 3), (iii) elect not to be governed by Section 203 of the DGCL (referred to herein as Proposal 4), (iv) adopt Delaware as the exclusive forum for certain legal actions (referred to herein as Proposal 5) and (v) provide for additional changes, principally including changing our corporate name from “FinTech Acquisition Corp. II” to “International Money Express, Inc.” and removing provisions applicable only to special purpose acquisition companies (referred to herein as Proposal 6);

(3)      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;

(4)      The Incentive Plan Proposal — to consider and vote upon a proposal to adopt the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan, which we refer to as the Omnibus Plan;

(5)      The Director Election Proposal — to consider and vote upon a proposal to elect three Class I directors to serve on our board of directors until the 2020 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death; and

(6)      The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the special meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Merger Proposal, the charter Proposals, the NASDAQ Proposal, the Incentive Plan Proposal and the Director Election Proposal.

These items of business are described in the accompanying 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 [•], 2018 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 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 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 and the charter Proposals but will have no effect on the NASDAQ Proposal, the Incentive Plan Proposal, the Director Election Proposal or the Adjournment Proposal. 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. Public stockholders may elect to redeem their public shares even if they vote “FOR” the Merger 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, Proposal 5, Proposal 6 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. Neither the Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus. It is important for you to note that if either the Merger Proposal or the NASDAQ Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and Intermex do not waive the applicable closing condition under the Merger Agreement, then the Merger will not be consummated.

After careful consideration, our board of directors has determined that the Merger Proposal, the charter Proposals, the NASDAQ Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment 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 accompanying 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 in the accompanying proxy statement/prospectus 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 voted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the Merger and related transactions and each of our proposals. 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 28 thereof. If you have any questions regarding the accompanying proxy statement/prospectus or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at (800) 662-5200 if you are a stockholder or collect at (203) 658-9400 if you are a broker or bank.

Philadelphia, Pennsylvania

 

By Order of the Board of Directors,

 

 

 

[•], 2018

 

/s/ Daniel G. Cohen

 

 

Daniel G. Cohen

 

 

Chief Executive Officer and Director

 

TABLE OF CONTENTS

FREQUENTLY USED TERMS

 

1

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

3

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

12

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF FINTECH

 

19

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF INTERMEX

 

20

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

23

COMPARATIVE PER SHARE DATA

 

25

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

26

RISK FACTORS

 

28

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

54

SPECIAL MEETING OF FINTECH STOCKHOLDERS

 

60

PROPOSAL NO. 1 — THE MERGER PROPOSAL

 

64

PROPOSAL NO. 2 — AUTHORIZATION TO INCREASE OUR AUTHORIZED CAPITAL

 

99

PROPOSAL NO. 3 — CLASSIFICATION OF THE BOARD OF DIRECTORS

 

101

PROPOSAL NO. 4 — AUTHORIZATION OF THE ELECTION NOT TO BE GOVERNED BY SECTION 203 OF THE DGCL

 

103

PROPOSAL NO. 5 — AUTHORIZATION TO ADOPT DELAWARE AS EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS

 

104

PROPOSAL NO. 6 — APPROVAL OF ADDITIONAL AMENDMENTS TO OUR CHARTER IN CONNECTION WITH THE MERGER

 

105

PROPOSAL NO. 7 — THE NASDAQ PROPOSAL

 

108

PROPOSAL NO. 8 — THE INCENTIVE PLAN PROPOSAL

 

109

PROPOSAL NO. 9 — THE DIRECTOR ELECTION PROPOSAL

 

115

PROPOSAL NO. 10 — THE ADJOURNMENT PROPOSAL

 

116

Material U.S. Federal Income Tax Consequences

 

117

INFORMATION ABOUT FINTECH

 

122

FINTECH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

131

INFORMATION ABOUT INTERMEX

 

134

INTERMEX’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

151

MANAGEMENT FOLLOWING THE MERGER

 

170

DESCRIPTION OF SECURITIES

 

179

BENEFICIAL OWNERSHIP OF SECURITIES

 

184

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

188

PRICE RANGE OF SECURITIES AND DIVIDENDS

 

191

LEGAL MATTERS

 

192

EXPERTS

 

192

APPRAISAL RIGHTS

 

192

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

192

TRANSFER AGENT AND REGISTRAR

 

192

SUBMISSION OF STOCKHOLDER PROPOSALS

 

192

FUTURE STOCKHOLDER PROPOSALS

 

193

WHERE YOU CAN FIND MORE INFORMATION

 

193

INDEX TO FINANCIAL STATEMENTS

 

F-1

 

 

 

ANNEX A — AGREEMENT AND PLAN OF MERGER

 

A-1

ANNEX B — OMNIBUS EQUITY COMPENSATION PLAN

 

B-1

ANNEX C — SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

C-1

ANNEX D — OPINION OF BTIG, LLC

 

D-1

ANNEX E — NOMINATING AND GOVERNANCE COMMITTEE CHARTER

 

E-1

i

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. II, and the terms combined company and post-combination company refer to FinTech Acquisition Corp. II and Intermex Holdings II, Inc. following the consummation of the Merger. Furthermore, in this document:

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

Company common stock” or “our common stock” means common stock, par value $0.0001 per share, of FinTech.

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

founder shares” means the 5,973,333 shares of our common stock issued to the initial stockholders prior to our IPO.

Holdings” means Intermex Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Intermex.

initial stockholders” or “initial holders” means our Sponsor, Daniel G. Cohen, Betsy Z. Cohen, DGC Family FinTech Trust, Swarthmore Trust of 2016, James J. McEntee, III, Shami Patel, Jeremy Kuiper, Hepco Family Trust, Plamen Mitrikov, Cohen Sponsor Interests II, LLC and Cohen and Company LLC, each of whom holds founder shares.

Intermex” means Intermex Holdings II, Inc., a Delaware corporation.

Intermex legacy stockholders” means the members of Interwire LLC.

Interwire LLC” means Interwire Topco, LLC, a Delaware limited liability company and the sole stockholder of Intermex.

IPO” means our initial public offering, consummated on January 25, 2017, in which we sold 17,500,000 public units at $10.00 per unit.

Merger” means the acquisition of Intermex by FinTech through the merger of Merger Sub 1 with and into Intermex with Intermex being the initial surviving entity, immediately followed by the merger of the initial surviving entity with and into Merger Sub 2 with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of the Company pursuant to the Merger Agreement.

Merger Agreement” means the Agreement and Plan of Merger, dated as of December 19, 2017, as it may be amended, by and among FinTech, Merger Sub 1, Merger Sub 2, Intermex and SPC Intermex Representative.

Merger Sub 1” means FinTech II Merger Sub Inc., a Delaware corporation and direct wholly-owned subsidiary of FinTech.

Merger Sub 2” means FinTech II Merger Sub 2 LLC, a Delaware limited liability company and direct wholly owned subsidiary of FinTech.

Merger Sub Shares” means shares of common stock, par value $0.01 per share, of Merger Sub 1.

Omnibus Plan” means the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (an equity-based incentive plan) attached to this proxy statement/prospectus as Annex B.

placement shares” means the 420,000 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 420,000 units purchased by our Sponsor and Cantor in the private placement, each placement unit consisting of one placement share and one half of one placement warrant.

placement warrants” means the 210,000 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.

1

private placement” means the private sale of 420,000 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 $4.2 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 the charter Proposals, 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 17,500,000 shares of our common stock included in 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 8,750,000 warrants included in the units issued in our IPO, each of which is exercisable for one share of our common stock in accordance with its terms.

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

SPC Intermex Representative” means, SPC Intermex Representative LLC, a Delaware limited liability company and the representative of Interwire LLC under the Merger Agreement.

special meeting” means the special meeting in lieu of the 2018 annual meeting of stockholders of FinTech that is the subject of this proxy statement/prospectus.

Sponsor” means FinTech Investor Holdings II, 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. Whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 28.

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 Intermex which provides for our acquisition of Intermex pursuant to the merger of Merger Sub 1 with and into Intermex with Intermex continuing as the initial surviving entity, immediately followed by the merger of the initial surviving entity with and into Merger Sub 2 with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, the aggregate consideration to be paid in the Merger will consist of (i) $92,000,000 in cash, (ii) based on Intermex’s current capitalization and assuming $50.0 million in redemptions, an estimated 16,598,281 shares of our common stock assuming the Merger was completed on December 31, 2017 or an estimated 17.5 million shares of our common stock assuming the Merger is completed on June 30, 2018, the anticipated closing date, and (iii) an amount (as determined in accordance with the Merger Agreement) equal to any excess cash at Intermex at the time of the closing of the Merger in the form of additional shares of our common stock and/or, at our option, up to $10 million of such amount in cash. The number of shares of our common stock to be issued as consideration in the Merger will be based on a $10.00 per share value for our common stock. The amount of cash and common stock to be issued as consideration in the Merger is subject to adjustment as set forth in the Merger Agreement. For additional information, see the sections in this proxy statement/prospectus entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Merger Consideration” and “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Common Stock Merger Consideration.” 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 “FNTE,” “FNTEU” and “FNTEW,” respectively. We will apply to continue the listing of our common stock and warrants on The NASDAQ Capital Market under the symbols “[•]” and “[•],” respectively, upon the closing of the Merger. At the closing, each of our units that are not already trading separately will separate into its component share of common stock and one half of one warrant 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?

A:      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;

Proposals 2, 3, 4, 5 and 6 — The charter Proposals — Proposals to amend our charter to (i) increase our authorized common stock (Proposal 2), (ii) add an additional class of directors so that there will be three classes of directors with staggered terms of office, and to make certain related changes (Proposal 3), (iii) elect not to be governed by Section 203 of the DGCL (Proposal 4), (iv) adopt Delaware as the exclusive forum for certain legal actions (Proposal 5) and (v) provide for additional changes, principally changing our corporate name from “FinTech Acquisition Corp. II” to “International Money Express, Inc.” and removing provisions applicable only to special purpose acquisition companies (Proposal 6);

Proposal 7 — 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;

Proposal 8 — The Incentive Plan Proposal — A proposal to adopt the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan; and

Proposal 9 — The Director Election Proposal — A proposal to elect three directors to serve on our Board of Directors until the 2020 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death; and

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Proposal 10 — The Adjournment Proposal — A proposal to approve the adjournment of the special meeting to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Merger Proposal, the charter Proposals, the NASDAQ Proposal, the Incentive Plan Proposal and the Director Election Proposal.

Q:      Are the proposals conditioned on one another?

A:      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, Proposal 5, Proposal 6 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. Neither the Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that if either the Merger Proposal or the NASDAQ Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and Intermex do not waive the applicable closing condition under the Merger Agreement, then the Merger will not be consummated.

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

A:      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?

A:      At the closing of the Merger, Merger Sub 1 will merge with and into Intermex with Intermex continuing as the initial surviving entity, immediately followed by the merger of the initial surviving entity with and into Merger Sub 2 with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of the Company. Interwire LLC, the sole stockholder of Intermex, will exchange its shares of Intermex common stock for a combination of shares of our common stock and cash as consideration in the Merger. Upon consummation of the Merger, we will change our name to International Money Express, Inc., Intermex will change its name to Intermex Holding Corp. and Merger Sub 2, the surviving entity, will change its name to                    .

Q:      What equity stake will current FinTech stockholders and Interwire LLC or its designees hold in the Company immediately following the closing of the Merger?

A:      We anticipate that, upon completion of the Merger, assuming that none of our stockholders exercise redemption rights and that an aggregate of 16,598,281 shares of our common stock will be issued as partial consideration in the Merger, our existing stockholders will hold in the aggregate approximately 58.4% of our outstanding common stock (43.2% held by our public stockholders and 15.1% held by the initial stockholders) and Interwire LLC and its designees will hold approximately 41.6% of our outstanding common stock. If 5,000,000 shares of our common stock are redeemed for cash, which assumes the maximum redemption of our shares while still providing for a minimum of $125 million of cash in the trust account after giving effect to payments to redeeming stockholders, upon completion of the Merger, our existing stockholders will hold in the aggregate approximately 52.5% of our outstanding common stock (35.2% held by our public stockholders and 17.2% held by the initial stockholders) and Interwire LLC and its designees will hold approximately 47.5% of our outstanding common stock. These ownership percentages do not take into account (1) any warrants to purchase our common stock that will be outstanding following the Merger, (2) any equity awards that may be issued under our proposed Omnibus Plan following the Merger or (3) any adjustments to the Merger Consideration pursuant to the Merger Agreement. If the actual facts are different than these assumptions (which is likely), the ownership percentages held by each of our existing stockholders, Cantor and Interwire LLC and its designees will be different.

See the section entitled “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?

A:      No. We currently anticipate that Intermex’s existing credit facility will remain in place following the Merger. For a summary of the material terms of Intermex’s credit facilities, see the section entitled “Intermex’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

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

A:      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:      Why is FinTech proposing the charter Proposals?

A:      We are asking our stockholders to approve these proposals to amend our charter in connection with the Merger and the terms of the Merger Agreement. The proposed charter amendments that we are asking our stockholders to approve 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 Omnibus Plan, if such plan is approved, and for future issuances of common stock, (2) the creation of an additional class of directors so that there will be three classes of directors with staggered terms of office, (3) the election not to be governed by Section 203 of the DGCL, (4) the adoption of Delaware as the exclusive forum for certain legal actions and (5) additional changes, principally the change of our name to “International Money Express, Inc.” and the removal of provisions in our charter applicable only to special purpose acquisition corporations. Pursuant to the Merger Agreement, approval of the charter Proposals is a condition to consummation of the Merger. In addition, the Merger Proposal is conditioned on approval of Proposal 2.

Q:     Why is FinTech proposing the NASDAQ Proposal?

A:      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 Intermex’s current capitalization, we anticipate issuing an aggregate of 16,598,281 shares of our common stock, subject to adjustment as set forth in the Merger Agreement, to Interwire LLC as partial consideration in the Merger. 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, the Merger Proposal is conditioned on approval of the NASDAQ Proposal.

Q:      Why is FinTech proposing the Incentive Plan Proposal?

A:      The purpose of the 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 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?

A:      The record date for the special meeting is [•], 2018, 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. Regardless of whether you transfer your shares of common stock before or after the record date, your transferee will be entitled to exercise redemption rights with respect to the shares purchased by following the procedures set forth in this proxy statement/prospectus.

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Q:      What constitutes a quorum at the special meeting?

A:      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 11,946,667 shares of our common stock is required to achieve a quorum.

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

A:      The approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock, or 11,946,667 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 charter 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 in person or by proxy, a broker non-vote or an abstention on a charter Proposal will have the same effect as a vote “AGAINST” such proposal.

The approval of each of the NASDAQ Proposal, the Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of holders of a majority of the total votes cast on such proposal. In order to be elected as a director as described in the Director Election Proposal, a nominee must receive a plurality of all the votes cast at the special meeting, which means that the nominees with the most votes are elected. 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, the Incentive Plan Proposal, the Director Election Proposal or the Adjournment Proposal.

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

A:      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, to vote their shares in favor of the Merger Proposal or to not redeem their shares in connection with the Merger. 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 Intermex, 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 [•], 2018, the record date for the special meeting. As of the close of business on the record date, there were 23,893,333 outstanding shares of our common stock.

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

A:      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 a proposed initial business combination. As of the date of this proxy statement/prospectus, our initial stockholders, executive officers and directors own approximately 26.6% 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, certain of our initial stockholders, executive officers and directors entered into a Voting Agreement with us and Intermex, 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 26.6% of the outstanding shares of our common stock) in favor of the Merger Proposal and other proposals described in this proxy statement/prospectus and presented at the special meeting.

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 including the following:

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

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

         our Sponsor, officers and certain of our directors paid an aggregate of $3,928,311 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;

         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 January 25, 2019;

         if we are unable to complete a business combination by January 25, 2019, 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;

         our Sponsor has agreed to loan us funds in an amount up to $1.1 million 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 January 25, 2019;

         the initial stockholders will have the collective right to appoint a board observer 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 Merger Proposal and the other proposals set forth in this proxy statement/prospectus.

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

A:      Pursuant to our current charter, if the Merger Proposal is not approved and we do not otherwise consummate an alternative business combination by January 25, 2019, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders. Our current charter does not provide any means to extend the January 25, 2019 deadline for completing a business combination.

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Q:      Do I have redemption rights?

A:      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. 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 $175.6 million on February 28, 2018, the estimated per share redemption price would have been approximately $10.03. 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?

A:      No. You may exercise your redemption rights regardless of whether, or how, you vote your shares of our common stock on the Merger Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of NASDAQ.

Q:      How do I exercise my redemption rights?

A:      In order to exercise your redemption rights, you must (i) check the box on the enclosed proxy card to elect redemption; and (ii) prior to 5:00 p.m., Eastern Time on [•], 2018 (two business days before the special meeting), (x) submit a written request, which includes the name of the beneficial owner of the shares to be redeemed, 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?” below.

Any demand for redemption, once made, may be withdrawn at any time until the date of the special meeting. 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 address listed under the question “Who can help answer my questions?” below.

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

A:      The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Consequences — Exercise of Redemptions Rights.” You are urged to consult with your own tax advisor regarding the tax consequences of exercising your redemptions 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 or any shares of our common stock underlying our warrants.

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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?

A:      If the Merger is consummated, the funds held in the trust account will be released to us, and those funds will be used to pay or fund (i) the portion of Merger consideration payable in cash 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) up to $9.2 million in deferred underwriting compensation payable to Cantor as the underwriters of our IPO, (iv) 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 1, Merger Sub 2 and Intermex in connection with the Merger and the other transactions contemplated by the Merger Agreement, (v) the repayment of loans from our Sponsor in an aggregate amount not to exceed $1.1 million for working capital purposes and to pay expenses to identify an acquisition target and consummate the Merger and related transactions (see the section entitled “Certain Relationships and Related Transactions — FinTech Related Person Transactions” for additional information), and (vi) general corporate purposes of the combined company, which may include, but not be limited to, working capital for operations, repayment of indebtedness, capital expenditures and future acquisitions.

Q:      What happens if the Merger is not consummated?

A:      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 January 25, 2019, 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, 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.

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?

A:      We currently anticipate that the Merger will be consummated within [•] days following the special meeting, provided that all other conditions to the consummation of the Merger have been satisfied or waived in accordance with the Merger Agreement. In any event, we expect the closing of the Merger to occur, on or prior to June 30, 2018.

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

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Q:      What do I need to do now?

A:      Whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 28, 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?

A:      If you were a holder of record of our common stock on [•], 2018, the record date for the special meeting, you may vote 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 special 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?

A:      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 and the charter Proposals. A failure to vote or an abstention will have no effect on the outcome of each of the NASDAQ Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment 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 at the special meeting or any adjournment thereof.

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 this 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?

A:      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 at the special meeting 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 as 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?

A:      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.

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

A:      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?

A:      We will pay the cost of soliciting proxies for the special meeting. We have engaged Morrow Sodali 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 $22,500 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 this proxy statement/prospectus or the enclosed proxy card you should contact:

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

FinTech Acquisition Corp. II

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania 19104

Tel: (215) 735-1498

Email: jmce@stbwell.com

You may also contact our proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

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

Email: FNTE.info@morrowsodali.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

One State Street Plaza, 30th Floor

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, whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 28. 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 16,598,281 shares of our common stock will be issued to Interwire LLC, the sole stockholder of Intermex, as partial consideration in the Merger, based on Intermex’s current capitalization, and (iii) do not include (a) any warrants to purchase our common stock that will be outstanding following the Merger, (b) any equity awards that may be issued under our proposed Omnibus Plan following the Merger or (c) any adjustments to the merger consideration contemplated by the Merger Agreement.

Parties to the Merger

FinTech Acquisition Corp. II

We are a Delaware special purpose acquisition company formed in May 2015 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 The NASDAQ Capital Market under the ticker symbols “FNTE,” “FNTEU” and “FNTEW.” We will apply to continue the listing of our common stock and warrants on The NASDAQ Capital Market under the symbols “[•]” and “[•],” respectively, upon the closing of the Merger. Following the Merger, we expect to change our name to International Money Express, Inc.

The mailing address of our principal executive office is 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104, and our telephone number is (215) 735-1498.

FinTech II Merger Sub Inc.

Merger Sub 1, a Delaware corporation, is a direct wholly-owned subsidiary formed by us on November 16, 2017 to consummate the Merger. In the Merger, Merger Sub 1 will merge with and into Intermex, with Intermex being the surviving entity. Interwire LLC, the sole stockholder of Intermex, will exchange its shares of Intermex common stock for a combination of cash and shares of our common stock as consideration in the Merger. Following the Merger, Intermex will change its name to Intermex Holding Corp.

The mailing address of Merger Sub 1’s principal executive office is 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104, and its telephone number is (215) 735-1498.

FinTech II Merger Sub 2 LLC

Merger Sub 2, a Delaware limited liability company, is a direct wholly owned subsidiary formed by us on November 16, 2017 to consummate the Merger. In the Merger, Merger Sub 2 will merge with and into Intermex Holding Corp., with Merger Sub 2 being the surviving entity. Following the Merger, Merger Sub 2 will change its name to                    .

The mailing address of Merger Sub 2’s principal executive office is 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104, and its telephone number is (215) 735-1498.

Intermex Holdings II, Inc.

Intermex, a Delaware corporation, is a provider of money transfer services to Mexico, Guatemala and other countries in Latin America through a network of authorized agents located in retail establishments in the United States.

The mailing address of Intermex’s principal executive office is 9480 S. Dixie Hwy, Miami, Florida 33156 and its telephone number is (305) 671-8000.

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SPC Intermex Representative LLC

SPC Intermex Representative, a Delaware limited liability company, was formed for the purpose of acting as the representative of Interwire LLC, the sole stockholder of Intermex, under the Merger Agreement.

The mailing address of SPC Intermex Representative’s principal executive office is 444 Madison Avenue, 25th Floor, New York, New York 10022, and its telephone number is (212) 235-0200.

The Merger Proposal

The Merger Agreement provides for the acquisition of Intermex pursuant to the merger of Merger Sub 1 with and into Intermex with Intermex continuing as the initial surviving entity, immediately followed by the merger of the initial surviving entity with and into Merger Sub 2 with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of the Company. 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 to this proxy statement/prospectus.

In the Merger, Interwire LLC, the sole stockholder of Intermex, will exchange its shares of Intermex common stock for a combination of cash and our common stock. The aggregate consideration to be paid in the Merger will consist of:

         $92,000,000 in cash, which we refer to as the Cash Merger Consideration;

         based on Intermex’s current capitalization and assuming $50.0 million of redemptions, an estimated 16,598,281 shares of our common stock assuming the Merger was completed on December 31, 2017 or an estimated 17.5 million shares of our common stock assuming the Merger is completed on June 30, 2018, the anticipated closing date, which we refer to as the Common Stock Merger Consideration; and

         an amount (as determined in accordance with the Merger Agreement) equal to any excess cash at Intermex at the time of the closing of the Merger in the form of additional shares of our common stock and/or, at our option, up to $10 million of such amount in cash, which we refer to as the Excess Cash Amount.

The number of shares of our common stock to be issued in the Merger will be based on a $10.00 per share value for our common stock. The Cash Merger Consideration and the number of shares of our common stock to be issued as Common Stock Merger Consideration are each subject to adjustment as set forth in the Merger Agreement. The Excess Cash Amount cannot exceed $10 million or be less than zero. For additional information regarding the Merger Consideration and the calculation of the Excess Cash Amount, see the sections in this proxy statement/prospectus entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Merger Consideration” and “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Common Stock Merger Consideration.” We refer to the Cash Merger Consideration and the Common Stock Merger Consideration together as the Merger Consideration.

We intend to fund the Cash Merger Consideration with the cash held in our trust account. To the extent not used to pay the Cash Merger Consideration, the redemption price for any properly redeemed shares of our common stock, or fees and expenses related to the Merger and the transactions contemplated by the Merger Agreement, the proceeds from the trust account will be used for general corporate purposes, which may include, but not be limited to, working capital for operations, repayment of indebtedness, capital expenditures and future acquisitions.

See the section entitled “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 December 12, 2017, which we refer to as the Opinion, to our board of directors that, as of December 12, 2017, and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the 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 Intermex implied by the various financial analyses BTIG conducted in connection with the 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).

13

The full text of the 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 D 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.

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 February 28, 2018, this would have amounted to approximately $10.03 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. 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 and not continue to own our common stock following consummation of the Merger.

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.

Neither the Merger will be consummated nor will any public share be redeemed if public 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 payable under the Merger Agreement.

It is a condition to closing under the Merger Agreement, which condition can be waived by Intermex, that at least $125 million remain in the trust account after payment of all requested redemptions by our public stockholders. Any redemptions by our public stockholders will decrease the funds in the trust account available to us to consummate the Merger and the other transactions contemplated by the Merger Agreement.

Impact of the Merger on FinTech’s Public Float

We anticipate that, upon completion of the Merger, assuming that none of our stockholders exercise redemption rights and that an aggregate of 16,598,281 shares of our common stock will be issued as partial consideration in the Merger, (1) our initial stockholders will hold approximately 15.1% of our outstanding common stock, (2) our public stockholders will hold approximately 43.2% of our outstanding common stock, and (3) Interwire LLC and its designees will hold approximately 41.6% of our outstanding common stock. If 5,000,000 shares of our common stock are redeemed for cash, which assumes the maximum redemption of our shares while still providing for a minimum of $125 million of cash in the trust account after giving effect to payments to redeeming stockholders, upon completion of the Merger, (1) our initial stockholders will hold approximately 17.2% of our outstanding common stock, (2) our public stockholders will hold approximately 35.2% of our outstanding common stock, and (3) Interwire LLC and its designees will hold approximately 47.5% of our outstanding common stock. These ownership percentages do not take into account (1) any warrants to purchase our common stock that will be outstanding following the Merger, (2) any equity awards that may be issued under our proposed Omnibus Plan following the Merger, or (3) any adjustments to the Merger Consideration pursuant to the Merger Agreement. If any shares of our common stock are redeemed by our public stockholders in connection with the Merger, the percentage of our outstanding common stock held by our public stockholders will decrease and the percentage of our outstanding common stock held by each of our initial stockholders, Cantor and Interwire LLC and its designees will increase. Similarly, if the number of shares issued as Common Stock Merger Consideration is greater than our estimates, the percentage of our outstanding common stock held by our public stockholders, our initial stockholders and Cantor will decrease and the percentage of our outstanding common stock held by Interwire LLC and its designees will increase.

Board of Directors of FinTech Following the Merger

Upon consummation of the Merger, the Merger Agreement provides that our board of directors will increase in size from five to eight members. Each of our incumbent directors, Betsy Cohen, Daniel Cohen, Walter Beach, Shami Patel and Jeremy Kuiper, 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

14

with the following newly appointed directors: Robert Lisy, Michael Purcell, Kurt Holstein, Adam Godfrey, Justin Wender, Robert Jahn, Stephen Paul and John Rincon. See the section entitled “Management Following the Merger” for additional information.

Following the completion of the Merger, we expect to be a controlled company within the meaning of the NASDAQ corporate governance requirements, and may elect not to comply with certain of such requirements, including the requirements that a majority of the board of directors consist of independent directors and that the nominating and governance committee and compensation committee be composed entirely of independent directors. These requirements will not apply to us as long as we remain a controlled company.

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 January 10, 2018, we and Intermex filed our respective notification and report forms under the HSR Act with the DOJ and the FTC. The initial 30-day waiting period expired on February 9, 2018. See the section entitled “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. Intermex will be considered the “acquirer” and FinTech will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Interwire LLC and its designees expecting to control the majority of the relative voting rights of the combined company, Intermex comprising the ongoing operations of the combined company and Intermex’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of Intermex 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 Intermex.

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 fair to and in the best interests of the Company and our stockholders, 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:

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

— To amend our charter to create an additional class of directors so that there will be three classes of directors with staggered terms of office, and to make certain related changes.

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— To amend our charter to provide for additional changes, principally changing the Company’s corporate name from “FinTech Acquisition Corp. II” to “International Money Express, Inc.” and removing provisions applicable only to special purpose acquisition companies.

See the sections entitled “Proposal No. 2 — Authorization to Increase our Authorized Capital,” “Proposal No. 3 — Classification of the Board of Directors,” “Proposal No. 4 — Authorization of the Election not to be Governed by Section 203 of the DGCL,” “Proposal No. 5 — Authorization to Adopt Delaware as Exclusive Forum for Certain Legal Actions” and “Proposal No. 6 — Approval of Additional Amendments to our 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. 7 — The NASDAQ Proposal” for more information.

The Incentive Plan Proposal

Our proposed Omnibus Plan will be effective upon closing of the Merger, subject to approval by our stockholders at the special meeting. The proposed Omnibus Plan will reserve up to 3,761,516 shares of our common stock for issuance in accordance with the plan’s terms. The purpose of the 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 Omnibus Plan above is qualified in its entirety by reference to the complete text of the Omnibus Plan, a copy of which is attached as Annex B to this proxy statement/prospectus. You are encouraged to read the Omnibus Plan in its entirety. See the section entitled “Proposal No. 8 — The Incentive Plan Proposal” for more information.

The Director Election Proposal

We are asking you to consider and vote upon a proposal to elect three Class I directors to serve on our board of directors until the 2020 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death. See the section entitled “Proposal No. 9 — The Director Election Proposal” for more information.

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting to permit us to approve the Merger Proposal, the charter Proposals, the NASDAQ Proposal, the Incentive Plan Proposal or the Director Election Proposal, the Adjournment Proposal allows us to adjourn the special meeting to a later date, if necessary, to permit further solicitation of proxies. See the section entitled “Proposal No. 10 — The Adjournment Proposal” for more information.

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 hold approximately 26.6% 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.

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The approval of each charter 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 in person or by proxy, a broker non-vote or an abstention on any of the charter Proposals will have the same effect as a vote “AGAINST” such proposal.

The approval of each of the NASDAQ Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the total votes cast on such proposal. In order to be elected as a director as described in the Director Election Proposal, a nominee must receive a plurality of all the votes cast at the special meeting, which means that the nominees with the most votes are elected. 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, the Incentive Plan Proposal, the Director Election Proposal or the Adjournment 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, Proposal 5, Proposal 6 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. Neither the Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that if either the Merger Proposal or the NASDAQ Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and Intermex do not waive the applicable closing condition under the Merger Agreement, then the Merger will not be consummated. If we do not consummate the Merger and fail to complete an initial business combination by January 25, 2019, 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, the charter Proposals, the NASDAQ Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal to be presented at the special meeting is fair to and in the best interests of FinTech and our stockholders and unanimously recommends that our stockholders vote “FOR” each of the proposals.

Interests 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, including the following:

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

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

         our Sponsor, officers and certain of our directors paid an aggregate of $3,928,311 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;

         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 January 25, 2019;

         if we are unable to complete a business combination by January 25, 2019, 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;

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         our Sponsor has agreed to loan us funds in an amount up to $1.1 million 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 January 25, 2019;

         the initial stockholders will have the collective right to appoint a board observer 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, our securities or Intermex, 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 to 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 Intermex, 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.

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, whether or not you plan to attend the special meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 28.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF FINTECH

The following table sets forth selected historical consolidated FinTech financial information. Our balance sheet data as of December 31, 2017, 2016 and 2015 and income statement data for the years ended December 31, 2017 and 2016 and for the period from May 28, 2015 (inception) to December 31, 2015 are derived from our audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

The following information is only a summary and should be read in conjunction with our consolidated financial statements and related notes contained elsewhere in this proxy statement/prospectus and information discussed under “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.

 

 

Year Ended December 31, 2017

 

Year Ended December 31, 2016

 

Period from May 28, 2015 (inception) through December 31, 2015

Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

Formation and operating costs

 

$

1,131,812

 

 

$

1,621

 

 

$

2,187

 

Interest income

 

 

1,383,186

 

 

 

 

 

 

 

Provision for income taxes

 

 

(436,721

)

 

 

 

 

 

 

Net loss

 

 

(185,347

)

 

 

(1,621

)

 

 

(2,187

)

Net loss per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

(0.02

)

 

 

(0.00

)

 

 

(0.00

)

 

 

 

As of December 31,

 

 

2017

 

2016

 

2015

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

Cash

 

$

362,581

 

$

82,614

 

$

 

Cash and securities held in Trust Account

 

 

175,883,186

 

 

 

 

 

Total assets

 

 

176,259,327

 

 

470,536

 

 

 

Common stock subject to redemption

 

 

161,127,060

 

 

 

 

 

Total stockholders’ equity (deficit)

 

 

5,000,008

 

 

21,192

 

 

(2,187

)

 

 

 

Year Ended December 31, 2017

 

Year Ended December 31, 2016

 

Period from May 28, 2015 (inception) through December 31, 2015

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(667,720

)

 

$

(622

)

 

$

(300

)

Net cash used in investing activities

 

 

(174,500,000

)

 

 

 

 

 

 

Net cash provided by financing activities

 

 

175,447,687

 

 

 

83,236

 

 

 

300

 

19

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF INTERMEX

The following table sets forth selected historical consolidated financial information of Intermex Holdings, Inc. (“Holdings”), Intermex’s direct wholly owned subsidiary, as of the dates and for the periods presented. Holdings’ selected historical consolidated balance sheet data presented below as of December 31, 2017 and 2016 and Holdings’ selected historical consolidated income statement and cash flow data presented below for each of the 2017 Successor Period, the 2017 Predecessor Period, the Predecessor year ended December 31, 2016 and the Predecessor year ended December 31, 2015 have been derived from Holdings’ audited consolidated financial statements included elsewhere in this proxy statement/prospectus. Holdings’ selected historical consolidated balance sheet data presented below as of December 31, 2015 has been derived from Holdings’ audited consolidated balance sheet not included elsewhere in this proxy statement/prospectus. On February 1, 2016, Holdings entered into an Agreement and Plan of Merger pursuant to which Interwire LLC, an affiliate of Stella Point Capital, acquired 100% of the outstanding capital stock of Holdings, the surviving corporation in a merger with a subsidiary of Interwire LLC that was formed for purposes of the transaction, which we refer to as the Stella Point acquisition. In connection with the closing of the Stella Point acquisition, Holdings’ assets and liabilities were adjusted to fair value on the closing date of the transaction, February 1, 2017. As a result of the Stella Point acquisition and changes due to the impact of purchase accounting, Holdings’ financial statement presentations herein distinguish between a predecessor period (“Predecessor”), for periods prior to the closing of the Stella Point acquisition, and a successor period (“Successor”), subsequent to the closing of such transaction. We refer to the period from January 1, 2017 through January 31, 2017 as the “2017 Predecessor Period” and the period from February 1, 2017 through December 31, 2017 as the “2017 Successor Period”. The financial information for Holdings as of December 31, 2014 and 2013 and for the periods ended December 31, 2014 and 2013 has been derived from Holdings’ unaudited financial statements for such periods not included elsewhere in this proxy statement/prospectus. The unaudited selected historical data as of and for the years ended December 31, 2014 and 2013 have not been restated and as such are not comparable to the selected historical data as of and for the Predecessor years ended December 31, 2016 and 2015, the 2017 Successor Period and the 2017 Predecessor Period. The financial statements for the Predecessor years ended December 31, 2016 and 2015 have been restated as disclosed in the financial statements and related notes contained elsewhere in this proxy statement/prospectus. You should read the following selected historical consolidated financial information in conjunction with the section entitled “Intermex’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes contained elsewhere in this proxy statement/prospectus.

 

 

Successor Company

 

Predecessor Company

 

 

Period from February 1, 2017 to December 31, 2017

 

Period from January 1, 2017 to January 31, 2017

 

Year Ended December 31, 2016

 

Year Ended December 31, 2015

 

Year Ended December 31, 2014

 

Year Ended December 31, 2013

 

 

 

 

 

 

 

 

 

 

Unaudited

 

Unaudited

Income Statement and Dividend Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

201,039,131

 

 

$

14,425,343

 

 

$

165,394,491

 

$

124,199,313

 

$

98,311,096

 

 

$

82,777,400

Operating expenses(a)

 

 

199,230,246

 

 

 

19,333,395

 

 

 

142,370,764

 

 

110,015,475

 

 

90,611,351

 

 

 

78,822,418

Operating income (loss)(a)

 

 

1,808,885

 

 

 

(4,908,052

)

 

 

23,023,727

 

 

14,183,838

 

 

7,699,745

 

 

 

3,954,982

Interest expense

 

 

11,447,936

 

 

 

613,742

 

 

 

9,540,046

 

 

4,234,371

 

 

1,789,497

 

 

 

2,122,246

(Loss) income before taxes(a)

 

 

(9,639,051

)

 

 

(5,521,794

)

 

 

13,483,681

 

 

9,949,467

 

 

5,910,248

 

 

 

1,832,736

Provision for income tax expense (benefit)(b)

 

 

534,402

 

 

 

(2,203,373

)

 

 

4,083,655

 

 

4,191,643

 

 

(20,151,815

)

 

 

101,191

Net (loss) income(c)

 

 

(10,173,453

)

 

 

(3,318,421

)

 

 

9,400,026

 

 

5,757,824

 

 

26,062,063

 

 

 

1,731,545

Cash dividends declared   $ 20,178,000     $     $ 1,286,995   $ 18,144,839   $     $

20

 

 

Successor Company

 

Predecessor Company

 

 

As of December 31, 2017

 

As of December 31, 2016

 

As of December 31, 2015

 

As of December 31, 2014

 

As of December 31, 2013

 

 

 

 

 

 

 

 

Unaudited

 

Unaudited

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

59,155,618

 

$

37,601,096

 

$

18,925,469

 

$

19,266,715

 

$

9,197,254

Total assets(d)

 

 

216,052,911

 

 

118,773,952

 

 

89,802,448

 

 

70,178,022

 

 

39,825,419

Total liabilities

 

 

180,150,792

 

 

115,515,409

 

 

60,829,369

 

 

27,590,665

 

 

22,233,440

Total stockholder’s equity(d)

 

 

35,902,119

 

 

3,258,543

 

 

28,973,079

 

 

42,587,357

 

 

17,591,979

____________

(a)      Restated to reduce amortization of intangible assets by $1,811,599 and $1,842,587 for the years ended December 31, 2016 and 2015, respectively.

(b)      Restated to increase provision for income tax expense by $701,611 and $713,612 for the years ended December 31, 2016 and 2015, respectively.

(c)      The impact of restatements in (a) and (b) to net loss (income) amounted to $1,109,988 and $1,128,975 for the years ended December 31, 2016 and 2015, respectively.

(d)      The cumulative impact of the amortization correction reduced total assets and total stockholder’s equity by $1,323,989 and $2,433,927 as of December 31, 2016 and 2015, respectively.

 

 

Successor Company

 

Predecessor Company

 

 

Period from February 1, 2017 to December 31, 2017

 

Period from January 1, 2017 to January 31, 2017

 

Year Ended December 31, 2016

 

Year Ended December 31, 2015

 

Year Ended December 31, 2014

 

Year Ended December 31, 2013

 

 

 

 

 

 

 

 

 

 

Unaudited

 

Unaudited

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

7,416,703

 

 

$

8,652,067

 

 

$

22,395,778

 

 

$

4,465,445

 

 

$

10,599,258

 

 

$

4,342,758

 

Net cash used in investing activities

 

 

(5,275,160

)

 

 

(249,382

)

 

 

(3,012,110

)

 

 

(2,064,577

)

 

 

(2,437,394

)

 

 

(1,360,797

)

Net cash provided by (used in) financing activities

 

 

12,926,670

 

 

 

(2,000,000

)

 

 

(558,157

)

 

 

(3,018,807

)

 

 

1,904,579

 

 

 

(9,027,330

)

 

 

 

Successor Company

 

Predecessor Company

 

 

Period from February 1, 2017 to December 31,

 

Period from January 1,
2017 to January 31,

 

Year Ended December 31,

 

Year Ended December 31,

 

Year Ended December 31,

 

Year Ended December 31,

(in thousands)

 

2017

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Unaudited

 

Unaudited

Non-GAAP data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

31,072

 

$

2,309

 

$

27,101

 

$

18,761

 

$

12,549

 

$

9,101

21

The following table presents the reconciliation of Adjusted EBITDA to Net (Loss) Income, the closest GAAP measure.

 

 

Successor Company

 

Predecessor Company

 

 

Period from February 1, 2017 to December 31,

 

Period from January 1, 2017 to January 31,

 

Year Ended December 31,

 

Year Ended December 31,

 

Year Ended December 31,

 

Year Ended December 31,

(in thousands)

 

2017

 

2017

 

2016

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Unaudited

 

Unaudited

Net (loss) income

 

$

(10,173

)

 

$

(3,318

)

 

$

9,400

 

$

5,758

 

$

26,062

 

 

$

1,732

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

11,448

 

 

 

614

 

 

 

9,540

 

 

4,234

 

 

1,789

 

 

 

2,122

Provision for income tax expense
(benefit)

 

 

534

 

 

 

(2,203

)

 

 

4,084

 

 

4,192

 

 

(20,152

)

 

 

101

Depreciation and amortization

 

 

16,645

 

 

 

382

 

 

 

2,530

 

 

2,453

 

 

4,257

 

 

 

4,227

EBITDA

 

 

18,454

 

 

 

(4,525

)

 

 

25,554

 

 

16,637

 

 

11,956

 

 

 

8,182

Transaction costs

 

 

8,706

 

 

 

3,917

 

 

 

901

 

 

1,609

 

 

 

 

 

Incentive units
plan

 

 

1,846

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in control adjustment for stock options

 

 

 

 

 

2,813

 

 

 

 

 

 

 

 

 

 

Management fee

 

 

715

 

 

 

 

 

 

 

 

 

 

 

 

 

One-time adjustment – bank fees

 

 

642

 

 

 

 

 

 

 

 

 

 

 

 

 

One-time incentive bonus

 

 

514

 

 

 

 

 

 

 

 

 

 

 

 

 

Other charges and expenses

 

 

195

 

 

 

104

 

 

 

646

 

 

515

 

 

593

 

 

 

919

Adjusted EBITDA

 

$

31,072

 

 

$

2,309

 

 

$

27,101

 

$

18,761

 

$

12,549

 

 

$

9,101

Refer to the section entitled “Intermex’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion regarding Adjusted EBITDA.

22

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of December 31, 2017 combines the audited historical consolidated statement of financial position of Holdings as of December 31, 2017 with the audited historical consolidated balance sheet of FinTech as of December 31, 2017, 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 December 31, 2017 combines the audited historical consolidated statement of operations and comprehensive income of Holdings for the year ended December 31, 2017 with the audited consolidated historical statement of operations of FinTech for the year ended December 31, 2017, giving effect to the Merger as if it had occurred on January 1, 2017.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of FinTech’s public shares:

         Scenario 1 — Assuming no redemption into cash: This presentation assumes that no FinTech stockholders exercise redemption rights with respect to their public shares upon consummation of the Merger; and

         Scenario 2 — Assuming redemption of 5,000,000 FinTech public shares into cash: This presentation assumes that FinTech public stockholders exercise their redemption rights with respect to a maximum of 5,000,000 public shares upon consummation of the Merger at a redemption price of $10.00 per share. The maximum redemption amount is derived from the $125,000,000 minimum cash required to be released from FinTech’s trust account after giving effect to payments to redeeming stockholders.

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 to 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 Holdings 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 of Holdings was derived from the audited financial statements of Holdings as of December 31, 2017 for the pro forma balance sheet and the pro forma income statement results for Holdings were derived by combining the 2017 Successor Period and the 2017 Predecessor Period for the twelve months ended December 31, 2017, which are 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 December 31, 2017 and 2016 and for the period from May 28, 2015 (inception) through December 31, 2015, which are included elsewhere in this proxy statement/prospectus. This information should be read together with Holdings’ and FinTech’s audited financial statements and related notes, “Intermex’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 actually been combined as of January 1, 2017. 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 actually been combined as of January 1, 2017 or the future results that the combined company will experience. Intermex 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.

23

Selected Unaudited Pro Forma Financial Information

 

 

Holdings

 

FinTech

 

Pro Forma Combined Assuming No Redemptions into Cash

 

Pro Forma Combined Assuming Maximum Redemptions into Cash

Statement of Operations Data – Year ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

215,464,474

 

 

$

 

 

$

215,464,474

 

 

$

215,464,474

 

Operating expenses

 

 

218,563,641

 

 

 

1,131,812

 

 

 

216,759,709

 

 

 

216,759,709

 

Operating loss

 

 

(3,099,167

)

 

 

(1,132,812

)

 

 

(1,295,235

)

 

 

(1,295,235

)

Net loss

 

 

(13,491,874

)

 

 

(185,347

)

 

 

(8,815,563

)

 

 

(8,815,563

)

Net loss per common share – basic and diluted

 

 

 

 

 

 

(0.02

)

 

 

(0.22

)

 

 

(0.25

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data – As of December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

$

119,105,872

 

 

$

376,141

 

 

$

182,051,199

 

 

$

132,051,199

 

Total assets

 

 

216,052,911

 

 

 

176,259,327

 

 

 

278,998,238

 

 

 

228,998,238

 

Total current liabilities

 

 

72,624,330

 

 

 

917,259

 

 

 

70,678,437

 

 

 

70,678,437

 

Total liabilities

 

 

180,150,792

 

 

 

10,132,259

 

 

 

178,204,899

 

 

 

178,204,899

 

Total stockholder’s equity

 

 

35,902,119

 

 

 

5,000,008

 

 

 

100,793,339

 

 

 

50,793,339

 

24

COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of FinTech and Holdings on a stand-alone basis and the unaudited pro forma condensed combined per share data for the year ended December 31, 2017 after giving effect to the Merger, assuming (1) no holders of our common stock exercise their right to have their shares redeemed upon the consummation of the Merger and (2) assuming holders of 5,000,000 shares of our common stock exercise their right to have their shares redeemed upon the consummation of the Merger.

You should read the information in the following table in conjunction with the selected historical consolidated financial information included elsewhere in this proxy statement/prospectus, and the historical consolidated financial statements of FinTech and Holdings and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited FinTech and Holdings 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 Intermex would have been had the companies been combined during the period presented.

 

 

Holdings

 

FinTech

 

Pro Forma Combined Assuming No Redemptions into Cash

 

Pro Forma Combined Assuming Maximum Redemptions into Cash

Year Ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(13,491,874

)

 

$

(185,347

)

 

$

(8,815,563

)

 

$

(8,815,563

)

Stockholders’ equity at December 31,
2017

 

 

35,902,119

 

 

 

5,000,008

 

 

 

100,793,339

 

 

 

50,793,339

 

Weighted average shares outstanding – basic and diluted

 

 

 

 

 

 

7,594,116

 

 

 

40,305,103

 

 

 

35,305,103

 

Basic and diluted net loss per share

 

 

 

 

 

 

(0.02

)

 

 

(0.22

)

 

 

(0.25

)

Stockholders’ equity per share – basic and diluted – at December 31, 2017

 

 

 

 

 

 

0.66

 

 

 

2.50

 

 

 

1.44

 

25

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this proxy statement/prospectus, and in any document incorporated by reference 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 business of the combined company, 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. The information included in this proxy statement/prospectus in relation to Intermex has been provided by Intermex and its management, and forward-looking statements include statements relating to Intermex’s management team’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, and in any document incorporated by reference 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, and in any document incorporated by reference in this proxy statement/prospectus, are based on our current expectations and beliefs concerning future developments and their potential effects on us and/or Intermex. 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 and/or Intermex 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 the control of Intermex) 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 and/or Intermex’s 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:

         the timing to complete the Merger;

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

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

         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 satisfy the other conditions to closing in the Merger Agreement;

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

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

         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;

         costs related to the Merger;

         changes in applicable laws or regulations;

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

26

         factors relating to the business, operations and financial performance of Intermex, including:

         competition in the markets in which Intermex operates;

         Intermex’s ability to maintain agent relationships on terms consistent with those currently in place;

         Intermex’s ability to maintain banking relationships necessary to conduct its business;

         credit risks from Intermex’s agents and the financial institutions with which Intermex does business;

         bank failures, sustained financial market illiquidity, or illiquidity at Intermex’s clearing, cash management or custodial financial institutions;

         new technology or competitors that disrupt the current ecosystem;

         disruptions to Intermex’s information technology, computer network systems and data centers;

         Intermex’s success in developing and introducing new products, services and infrastructure;

         customer confidence in Intermex’s brand and in consumer money transfers generally;

         Intermex’s ability to maintain compliance with the regulatory requirements in the jurisdictions in which it operates or plans to operate;

         international political factors or implementation of tariffs, border taxes or restrictions on remittances or transfers of money out of the United States;

         changes in tax laws and unfavorable outcomes of tax positions Intermex takes;

         political instability, currency restrictions and devaluation in countries in which Intermex operates or plans to operate;

         weakness in U.S. or international economic conditions;

         change or disruption in international migration patterns;

         Intermex’s ability to protect its brand and intellectual property rights;

         Intermex’s ability to retain key personnel; and

         other economic, business and/or competitive factors, risks and uncertainties, including those described in the section entitled “Risk Factors” beginning on page 28.

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.

27

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, and in any document incorporated by reference 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, Intermex and the combined company may face additional risks and uncertainties that are not presently known to us and/or Intermex, or that we and/or Intermex 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 Intermex’s Business

The following risk factors apply to the business and operations of Intermex 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 Intermex and the combined company, as applicable.

If we lose key agents, our business with key agents is reduced or we are unable to maintain our agent network under terms consistent with those currently in place, our business, financial condition and results of operations could be adversely affected.

Most of our revenue is earned through our agent network. If agents decide to leave our network, our revenue and profits could be adversely affected. Agent loss may occur for a number of reasons, including competition from other