UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2021, Paya Holdings Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Warrant Agent”), entered into Amendment No. 1 (the “Warrant Amendment”) to the Warrant Agreement, dated as of November 15, 2018 (the “Warrant Agreement”), by and between FinTech Acquisition Corp. III and the Warrant Agent.
The Warrant Amendment amends the Warrant Agreement to provide the Company with the right to mandatorily exchange the Company’s remaining outstanding warrants (the “Warrants”) for shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at an exchange ratio of 0.234 shares of Common Stock for each Warrant. The Company has the right to require the exchange of not less than all of the Warrants at any time while such Warrants are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the registered holders of the outstanding Warrants at least fifteen days prior to the date of exchange fixed by the Company.
The Company will exercise its right to exchange all remaining outstanding Warrants for shares of Common Stock in accordance with the terms of the Warrant Amendment, and has fixed September 30, 2021 as the exchange date.
The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 3.03 Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, including in the final Prospectus/Offer to Exchange filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September 10, 2021, in connection with the Company’s offer to each holder of the Company’s outstanding Warrants to receive 0.260 shares of common stock, par value $0.001 per share, in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the offer (the “Exchange Offer”), the Company solicited consents (the “Consent Solicitation”) from holders of its outstanding public Warrants to approve the Warrant Amendment.
The Exchange Offer and Consent Solicitation expired at 11:59 p.m. Eastern Daylight Time on September 10, 2021. A total of 17,378,489 public warrants, or approximately 98.4% of the 17,664,945 outstanding public warrants, were properly tendered and not withdrawn in the Exchange Offer, and therefore consented to the Warrant Amendment. Because consents were received from holders of more than 65% of the Company’s public warrants, the Warrant Amendment was approved.
Item 8.01 Other Events.
On September 15, 2021, the Company issued a press release announcing the closing of Exchange Offer and Consent Solicitation and the entry into the Warrant Amendment. At closing, the Company issued 4,531,391 shares of Common Stock in exchange for the Warrants tendered in the Exchange Offer.
A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Warrant Agreement, dated September 15, 2021, by and between the Company and Continental Stock Transfer & Trust Company. | |
| 99.1 | Press release, dated September 15, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 15, 2021 | PAYA HOLDINGS INC. | ||
| By: | /s/ Glenn Renzulli | ||
| Name: | Glenn
Renzulli | ||
| Title: | Chief Financial Officer | ||
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