UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 3.03. Material Modification to Rights of Security Holders.
Amendment to Certificate of Incorporation
As described and defined in Item 5.03 below, the Stockholders approved the Charter Amendment at the Special Meeting, and the Company subsequently filed the Charter Amendment with the Secretary of State of the State of Delaware.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 18, 2024, Fintech Ecosystem Development Corp. (the “Company”) held an extraordinary general meeting (the “Special Meeting”) of stockholders of the Company (the “Stockholders”). The Stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company has to consummate a business combination for an additional six months, from April 21, 2024 to up to October 21, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis up to six times, provided that for each one-month extension, the sponsor of the Company deposits into the trust account established for the benefit of the Company’s public stockholders (the “Trust Account”) the lesser of (i) $66,000.00 and (ii) an aggregate amount equal to $0.033 for each public share that is not redeemed in connection with the Special Meeting.
Following receipt of the Stockholders’ approval of the Charter Amendment, the Company filed the amendment to the Charter with the Secretary of State of Delaware. The foregoing summary is qualified by the full text of the second amendment to the Charter, which is included as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Present at the Special Meeting, via the virtual meeting platform or by proxy, were holders of 5,277,565 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), representing approximately 76.43% of the voting power of the Common Stock as of March 12, 2024, the record date for the Special Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date there were 6,847,003 shares of Common Stock issued and outstanding.
At the Special Meeting, the Company’s stockholders approved the Charter Amendment as defined and described in detail in the proxy statement filed by the Company on March 27, 2024 and supplemented by Supplement No. 1 to the Proxy Statement filed by the Company on March 28, 2024 (“Proxy Statement”) and incorporated herein by reference.
The approval of the Charter Amendment required the affirmative vote of holders of at least 65% of the Common Stock outstanding on the Record Date.
The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s stockholders, as the Charter Amendment received a sufficient number of votes required for approval, and the Board did not determine to adjourn the Special Meeting for reasons otherwise in connection with the Extension Amendment Proposal.
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Set forth below are the final voting results for the Charter Amendment. Defined terms used but not defined in the Charter Amendment described below have the meanings ascribed to such terms in the Proxy Statement:
| FOR | AGAINST | ABSTAIN | ||
| 5,005,951 (72.50%) | 271,614 (3.93%) | 0 (0.00%) |
Item 8.01. Other Events.
Redemption of Shares
In connection with the voting on the Charter Amendment at the Special Meeting, holders of 2,477,475 shares of Class A Common Stock (the “Redeeming Stockholders”) exercised the right to redeem such shares for cash at an approximate price of $11.18 per share, for an aggregate of approximately $27,698,170.50 (the “Redemptions”). Following the payment to the Redeeming Stockholders of the consideration for the Redemptions, the Trust Account had a balance of approximately $16,825,532.70 million.
Extension Payment
On April 19, 2024, $49,319.42 was deposited into the Trust Account which enables the Company to extend the period of time it has to consummate its initial business combination by one month from April 21, 2024 to May 21, 2024 (the “Extension”). The Extension is the first of six (6) one-month extensions permitted under the Company’s governing documents.
Item 9.01. Exhibits.
|
Exhibit Number |
Description of Exhibit | |
| 3.1 | Second Amendment to the Amended and Restated Certificate of Incorporation dated April 18, 2024 | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 19, 2024
| FINTECH ECOSYSTEM DEVELOPMENT CORP. | ||
| By: |
/s/ Saiful Khandaker | |
| Name: | Saiful Khandaker | |
| Title: | Chairman and Chief Executive Officer | |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FINTECH ECOSYSTEM DEVELOPMENT CORP.
April 18, 2024
Fintech Ecosystem Development Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Fintech Ecosystem Development Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 5, 2021 (the “Original Certificate”). The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 18, 2021 and the First Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 23, 2023 (as amended, the “Amended and Restated Certificate”).
2. This Second Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate.
3. This Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. The text of Section 9.1(d) is hereby amended and restated to read in full as follows:
(d) In the event that the Company has not consummated an initial Business Combination before April 21, 2024, upon the Sponsor’s request, the Company may extend the period of time to consummate an initial business combination by an additional six months, provided that (i) the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of $66,000 and an aggregate amount equal to $0.033 for each then-outstanding Public Shares for each such one-month extension until October 21, 2024, unless the Closing of the Company’s initial business combination shall have occurred for such extension in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of an initial business combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Account and used to fund the redemption of the Offering Shares in accordance with Section 9.2.
IN WITNESS WHEREOF, Fintech Ecosystem Development Corp. has caused this Certificate of Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| FINTECH ECOSYSTEM DEVELOPMENT CORP. | ||
| By: | /s/ Saiful Khandaker | |
| Name: | Saiful Khandaker | |
| Title: | Chief Executive Officer | |