eToro Group Ltd. (“eToro”) today announced the confidential
submission with the U.S. Securities and Exchange Commission (“SEC”)
of a draft registration statement on Form F-4 (the “Registration
Statement”) relating to its previously announced business
combination with FinTech Acquisition Corp. V (“FTV”).
The business combination is expected, subject to customary
closing conditions, including the approval of FTV’s stockholders
and the listing of eToro’s securities on The Nasdaq Capital Market,
to close after the SEC completes its review process of this
confidential submission and any subsequent public filing and
declares such public filing to be effective, which is targeted to
be during the third quarter of 2021.
About eToro
eToro is a multi-asset investment platform that empowers people
to grow their knowledge and wealth as part of a global community of
successful investors. eToro was founded in 2007 with the vision of
opening up the global markets so that everyone can trade and invest
in a simple and transparent way. Today, eToro is a global community
of more than 20 million registered users who share their investment
strategies; and anyone can follow the approaches of those who have
been the most successful. Due to the simplicity of the platform
users can easily buy, hold and sell assets, monitor their portfolio
in real time, and transact whenever they want.
https://www.etoro.com/
About FinTech Acquisition Corp.
V
FinTech Acquisition Corp. V is a special purpose acquisition
company led by Betsy Z. Cohen as Chairman of the Board, Daniel G.
Cohen, as Chief Executive Officer and James J. McEntee, III as
President formed for the purpose of entering into a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses, with a
focus on the financial technology industry. The company raised
$250,000,000 in its initial public offering in December 2020 and is
listed on the NASDAQ under the symbol “FTCV”.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed business combination between FTV and eToro.
Forward-looking statements may be identified by the use of the
words such as “ estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,”
“opportunity,” “may,” “target,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” or similar expressions
that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements as to the expected
timing, completion and effects of the proposed business
combination; are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of eToro’s and FTV’s management; are not predictions of actual
performance; and are subject to risks and uncertainties. These
forward-looking statements are subject to a number of risks and
uncertainties, including but not limited to: the risk that the
proposed business combination may not be completed in a timely
manner or at all; the failure to satisfy the conditions to the
consummation of the proposed business combination; the occurrence
of any event, change or other circumstance that could give rise to
the termination of the proposed merger agreement; the amount of
redemption requests made by FTV’s public stockholders; the effect
of the announcement or pendency of the proposed business
combination on eToro’s business; risks that the proposed business
combination disrupts current plans and operations of eToro;
potential difficulties in retaining eToro customers and employees;
eToro’s estimates of its financial performance; changes in general
economic or political conditions; changes in the markets in which
the eToro competes; slowdowns in securities trading or shifting
demand for security trading product; the impact of natural
disasters or health epidemics, including the ongoing COVID-19
pandemic; legislative or regulatory changes; the evolving digital
asset market, including the regulation thereof; competition;
conditions related to eToro’s operations in Israel; risks related
to data security and privacy; changes to accounting principles and
guidelines; potential litigation relating to the proposed business
combination; the ability to maintain the listing of eToro’s
securities on the Nasdaq Capital Market; the fact that the price of
eToro’s securities may be volatile; the ability to implement
business plans, and other expectations after the completion of the
proposed business combination; and unexpected costs or expenses.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of FTV’s
registration statement on Form S-1 (File No. 333-249646) (the “Form
S-1”), eToro’s registration statement on Form F-4 (when available)
and other documents if and when filed by eToro or FTV from time to
time with the SEC. If any of these risks materialize or our
assumptions prove incorrect, actual events and results could differ
materially from those contained in the forward-looking statements.
There may be additional risks that neither eToro nor FTV presently
know or that eToro and FTV currently believe are immaterial that
could also cause actual events and results to differ. In addition,
forward-looking statements reflect eToro’s and FTV’s expectations,
plans or forecasts of future events and views as of the date of
this press release. eToro and FTV anticipate that subsequent events
and developments will cause eToro’s and FTV’s assessments to
change. While eToro and FTV may elect to update these
forward-looking statements at some point in the future, eToro and
FTV specifically disclaim any obligation to do so, unless required
by applicable law.
No Offer or Solicitation
This press release is not a proxy statement or solicitation or a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or exchange, or a solicitation of an
offer to buy or exchange, the securities of eToro, FTV or the
combined company, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, sale or exchange
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Additional Information about the
Business Combination and Where to Find It
As permitted by the Jumpstart Our Business Startups Act of 2012,
or JOBS Act, the Company has confidentially submitted a draft
registration statement on Form F-4 to the SEC, which includes a
preliminary proxy statement/prospectus that is both the proxy
statement to be distributed to FTV stockholders in connection with
the solicitation of proxies for the vote by the stockholders on the
merger and the prospectus to be delivered by FTV in connection with
the distribution of its securities to such holders. After the
registration statement has been filed and declared effective, FTV
will mail a definitive proxy statement / prospectus to its
stockholders as of the record date established for voting on the
proposed business combination and the other proposals regarding the
proposed business combination set forth in the proxy statement.
eToro or FTV may also file other documents with the SEC
regarding the proposed business combination. Before making any
voting or investment decision, investors and security holders are
urged to carefully read the entire registration statement and proxy
statement / prospectus and any other relevant documents filed with
the SEC, and the definitive versions thereof (when they become
available and including all amendments and supplements
thereto).
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by eToro or FTV through the website
maintained by the SEC at www.sec.gov.
Participants in the
Solicitation
eToro and FTV and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from stockholders of FTV in connection with the proposed
business combination under the rules of the SEC. FTV’s
stockholders, eToro’s shareholders and other interested persons may
obtain, without charge, more detailed information regarding the
names, affiliations and interests of directors and executive
officers of eToro and FTV in FTV’s Annual Report on Form 10-K for the year ended
December 31, 2020 filed with the SEC on March 30, 2021 or
eToro’s Form F-4 (when available), as applicable, as well as their
other filings with the SEC. Other information regarding persons who
may, under the rules of the SEC, be deemed the participants in the
proxy solicitation of FTV’s stockholders in connection with the
proposed business combination and a description of their direct and
indirect interests, by security holdings or otherwise, will be
included in the preliminary proxy statement / prospectus and will
be contained in other relevant materials to be filed with the SEC
regarding the proposed business combination (if and when they
become available). You may obtain free copies of these documents at
the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210602006105/en/
Media Contacts:
eToro: Investor
Relations investors@etoro.com Public Relations
PR@etoro.com
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