The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
FinTech Acquisition Corp. VI (the “Company”)
is a blank check company incorporated in Delaware on November 4, 2020. The Company was formed for the purpose of acquiring, through a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction, one or more operating
businesses or assets that the Company has not yet identified (a “Business Combination”).
The Company is not limited to a particular industry
or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such,
the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of March 31, 2022, the Company had not commenced
any operations. All activity through March 31, 2022, relates to the Company’s formation, the initial public offering (“Initial
Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business
Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.
The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering placed
in the Trust Account (defined below).
The registration statement for the Company’s
Initial Public Offering became effective on June 23, 2021 (the “Registration Statement”). On June 28, 2021, the Company consummated
the Initial Public Offering of 25,000,000 Units (the “Units” and, with respect to the shares of Class A common stock included
in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment
option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of 690,000 units (the “Private Placement Units”) at a price
of $10.00 per Private Placement Unit in a private placement to FinTech Investor Holdings VI, LLC, a Delaware limited liability company,
and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), generating gross proceeds of $6,900,000, which is described in Note
4. The manager of FinTech Investor Holdings VI, LLC is Cohen Sponsor Interests VI, LLC.
Transaction costs amounted to $15,517,893, consisting
of $4,400,000 of underwriting fees, $10,600,000 of deferred underwriting fees and $517,893 of other offering costs.
Following the closing of the Initial Public Offering
on June 28, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering
and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), and invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 of the Investment
Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business
Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Units, although
substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq Capital
Market (“NASDAQ”) rules provide that the Company’s initial Business Combination must be with one or more target businesses
that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred
underwriting commissions and taxes payable on interest earned) at the time of the signing a definitive agreement in connection with a
Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or
acquires a majority of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company
will be able to successfully effect a Business Combination.
The Company will provide its stockholders with
the opportunity to redeem all or a portion of the Public Shares upon the completion of a Business Combination either (i) in connection
with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the
Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its
discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust
Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account). The per-share
amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company
will pay to the representative (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination
with respect to the Company’s warrants. The common stock subject to redemption was recorded at redemption value and classified as
temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”)
Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company
has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder
approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the
Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and
restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission
(“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder
approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons,
the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. If the Company seeks stockholder approval in connection with a Business Combination, FinTech Investor Holdings VI, LLC and
FinTech Masala Advisors VI, LLC (collectively, the “Sponsor”) and the Company’s officers and directors (together with
the Sponsor, the “Insiders”), have agreed to vote their Founder Shares (as defined in Note 6), the shares of Class A common
stock included in the Private Placement Units (the “Private Placement Shares”) and any Public Shares held by them in favor
of approving a Business Combination.
FINTECH ACQUISITION CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
The Company will have 18 months from the closing
of the Initial Public Offering (the “Combination Period”) to consummate its initial Business Combination. If the Company is
unable to consummate a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purposes
of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including any amounts representing
interest earned on the Trust Account not previously released to the Company to pay its franchise and income taxes and up to $100,000 to
pay dissolution expenses, pro rata to the public stockholders by way of redemption of the Public Shares (which redemption would completely
extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any); and
(iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining
stockholders, as part of its plan of dissolution and liquidation.
The Company will also provide its stockholders
with the opportunity to redeem all or a portion of their Public Shares in connection with any stockholder vote to approve an amendment
to the Company’s amended and restated certificate of incorporation (i) that would modify the substance or timing of the Company’s
obligation to redeem 100% of Public Shares if it does not complete an initial Business Combination within the Combination Period or (ii)
with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity. The stockholders
will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately
$10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account, net of taxes payable). The per-share amount
to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will
pay to the representative (as discussed in Note 6). There will be no redemption rights with respect to the Company’s warrants in
connection with such a stockholder vote to approve such an amendment to the Company’s amended and restated certificate of incorporation.
Notwithstanding the foregoing, the Company may not redeem shares in an amount that would cause its net tangible assets to be less than
$5,000,001. The Insiders have agreed to vote any Founder Shares, Private Placement Shares and any Public Shares held by them in favor
of any such amendment.
The Insiders and Cantor Fitzgerald have agreed
to waive their redemption rights with respect to any Founder Shares and Private Placement Shares, as applicable, (i) in connection with
the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s amended and restated
certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares
if it does not complete its initial Business Combination within the Combination Period or (b) with respect to any other provisions relating
to stockholders’ rights or pre-initial Business Combination activity, and (iii) if the Company fails to consummate a Business Combination
within the Combination Period. The Insiders have also agreed to waive their redemption rights with respect to any Public Shares held by
them in connection with the consummation of a Business Combination and in connection with a stockholder vote to amend the Company’s
amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100%
of its Public Shares if it does not complete its initial Business Combination within the Combination Period or (ii) with respect to any
other provisions relating to stockholders’ rights or pre-initial Business Combination activity. However, the Insiders will be entitled
to redemption rights with respect to Public Shares if the Company fails to consummate a Business Combination or liquidates within the
Combination Period. Cantor Fitzgerald will have the same redemption rights as a public stockholder with respect to any Public Shares they
acquire. The representative of the underwriters has agreed to waive its rights to deferred underwriting commissions held in the Trust
Account in the event the Company does not consummate a Business Combination within the Combination Period and, in such event, such amounts
will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event
of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust
Account assets) will be less than the Initial Public Offering price per Unit. Placing funds in the Trust Account may not protect those
funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective
target businesses or other entities it engages (except for the Company’s independent registered public accounting firm), execute
agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such
persons will execute such agreements. FinTech Investor Holdings VI, LLC has agreed that it will be liable under certain circumstances
to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that
are owed money by the Company for service rendered, contracted for or products sold to the Company. However, it may not be able to satisfy
those obligations should they arise.
Notwithstanding the foregoing redemption rights,
if the Company seeks stockholder approval of its Business Combination and it does not conduct redemptions in connection with its Business
Combination pursuant to the tender offer rules, the amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to an aggregate of 15% or
more of the shares sold in the Initial Public Offering. However, there is no restriction on the Company’s stockholders’ ability
to vote all of their shares for or against a Business Combination.
FINTECH ACQUISITION CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Liquidity and Capital Resources
As of March 31, 2022, the Company had $439,565
in its operating bank account and a working capital deficit of approximately $217,801. In order to fund working capital deficiencies or
finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors, may provide the Company with Working Capital Loans (as defined below) (see Note 5).
Going Concern
In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards
Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
the Company has until December 28, 2022 to consummate a Business Combination. It is uncertain whether the Company will be able to consummate
a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation
and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not
occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.
No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December
28, 2022.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or
omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as
filed with the SEC on February 17, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative
of the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of the condensed financial statements
in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported
amounts of revenues and expenses during the reporting period.
FINTECH ACQUISITION CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial
statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current
information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of March 31, 2022 and December 31, 2021.
Investments Held in Trust Account
The Company’s portfolio of investments held
in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination
thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented
on the balance sheets at fair value at the end of each reporting period. At March 31, 2022 and December 31, 2021, the $250,033,745 and
$250,008,569, respectively, in the Trust Account was held in Mutual Funds which invest in U.S. Treasury securities.
Offering Costs
Offering costs consisted of underwriting, legal,
accounting and other expenses incurred through the date of the Initial Public Offering that are directly related to the Initial Public
Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative
fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred,
presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock issued were
initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public
Offering. Offering costs amounted to $15,517,893, of which $14,986,405 were charged to temporary equity upon the completion of the Initial
Public Offering and $531,488 were expensed to the condensed statements of operations.
Class A Common Stock Subject to Possible
Redemption
The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.”
Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally
redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.
At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain
redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.
Accordingly, at March 31, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value
as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. Under ASC 480-10-S99,
the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security
to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were
also the redemption date for the security.
Increases or decreases in the carrying amount
of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
At March 31, 2022 and December 31, 2021, the Class
A common stock reflected in the condensed balance sheets is reconciled in the following table:
| Gross proceeds | |
$ | 250,000,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (8,562,500 | ) |
| Class A common stock issuance costs | |
| (15,004,143 | ) |
| Plus: | |
| | |
| Accretion of carrying value to redemption value | |
| 23,566,643 | |
| | |
| | |
| Class A common stock subject to possible redemption | |
$ | 250,000,000 | |
FINTECH ACQUISITION CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Income Taxes
The Company complies with the accounting and reporting
requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of March 31, 2022
and December 31, 2021.
ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing
authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company’s current taxable income primarily
consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up
costs and are not currently deductible. During the three months ended March 31, 2022, the Company recorded no income tax expense. The
Company’s effective tax rate for the three months ended March 31, 2022 was approximately 0%, which differs from the expected income
tax rate due to the start-up costs (discussed above) which are not currently deductible.
The Company may be subject to potential examination
by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing
and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The
Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve
months. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share
The Company complies with the accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income
(loss) by the weighted average number of shares of common stock outstanding for the period. We have two classes of shares, which are referred
to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income
(loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for
the respective period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as
the redemption value approximates fair value.
The calculation of diluted income (loss) per share
does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement
since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 6,422,500
Class A common stock in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts
that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted
net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.
The following table reflects the calculation of
basic and diluted net income (loss) per common share (in dollars, except share amounts):
| | |
For the Three Months Ended March 31, | |
| | |
2022 | | |
2021 | |
| | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| Basic net income (loss) per common share | |
| | |
| | |
| | |
| |
| Numerator: | |
| | |
| | |
| | |
| |
| Allocation of net income (loss) as adjusted | |
$ | 809,759 | | |
$ | 269,919 | | |
$ | — | | |
$ | (1,485 | ) |
| Denominator: | |
| | | |
| | | |
| | | |
| | |
| Basic weighted average shares outstanding | |
| 25,690,000 | | |
| 8,563,333 | | |
| — | | |
| 7,563,333 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic net income (loss) per common share | |
$ | 0.03 | | |
$ | 0.03 | | |
$ | — | | |
$ | (0.00 | ) |
FINTECH ACQUISITION CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes
the Company is not exposed to significant risks on such account.
Fair value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts
represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the derivative assets and
liabilities.
Warrant Liabilities
The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,
pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounted for the
6,422,500 Warrants issued in connection with the Initial Public Offering and private placement in accordance with the guidance contained
in ASC 815 whereby under that provision the Warrants do not meet the criteria for equity treatment and must be recorded as a liability.
Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at
each reporting period. This liability will be re-measured at each balance sheets date until the Warrants are exercised or expire, and
any change in fair value will be recognized in the Company’s condensed statements of operations.
Recent Accounting Standards
In August 2020, the FASB issued ASU No. 2020-06,
“Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s
Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU
2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception
and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning
after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The impact of the adoption
of ASU 2020-06 is being assessed by the Company, however no significant impact on the condensed financial statements is anticipated.
Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed
financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company
sold 25,000,000 units, which includes a partial exercise by the underwriter of its over-allotment option in the amount of 3,000,000 units,
at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant
(“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise
price of $11.50, subject to adjustment (see Note 7).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, FinTech Investor Holdings VI, LLC and Cantor Fitzgerald purchased an aggregate of 690,000 Private Placement Units at
a price of $10.00 per unit (580,000 Private Placement Units by FinTech Investor Holdings VI, LLC and 110,000 Private Placement Units by
Cantor Fitzgerald) for an aggregate purchase price of $6,900,000 in the private placement. Each Private Placement Unit consists of one
share of Class A common stock and one-fourth of one warrant (the “Private Placement Warrant”). Each whole Private Placement
Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. The proceeds
from the sale of the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If
the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement
Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement
Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to
the Private Placement Warrants.
FINTECH ACQUISITION CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On February 2, 2021, the Company filed an amendment
to its Certificate of Incorporation to, among other things, create two classes of common stock, Class A and Class B. On the same date,
in February 2021, the Company issued an aggregate of 8,653,333 shares of Class B common stock to FinTech Investor Holdings VI, LLC (the
“Founder Shares”) for an aggregate purchase price of $25,000. In May 2021, the Company effected a stock dividend of 1.001155625
shares of Class B common stock for each share of Class B common stock outstanding prior to the dividend. As a result, FinTech Investor
Holdings VI, LLC held 8,663,333 Founder Shares. As a result of the underwriter’s decision to partially exercise its over-allotment
option, 100,000 shares of Class B common stock have been forfeited, resulting in an aggregate of 8,563,333 Founder Shares issued and outstanding.
As a result of the underwriter’s election to partially exercise its over-allotment option on June 28, 2021, a total of 1,000,000
Founder Shares are no longer subject to forfeiture.
The Insiders have agreed not to transfer, assign
or sell any of their Founder Shares (except to permitted transferees) (i) with respect to 25% of such shares, until consummation of the
Company’s initial Business Combination, (ii) with respect to 25% of such shares, until the closing price of the Class A common stock
exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with
respect to 25% of such shares, until the closing price of the Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading
day period following the consummation of a Business Combination, and (iv) with respect to 25% of such shares, until the closing price
of the Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business
Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, capital stock
exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their
shares of common stock for cash, securities or other property.
Administrative Services Agreement
The Company agreed, commencing on June 24, 2021
through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor or an affiliate
or designee of the Sponsor $32,500 per month for office space, administrative and shared personnel support services. For the three months
ended March 31, 2021 the Company did not incur any fees for these services. For the three months ended March 31, 2022 the Company incurred
and paid $97,500 in fees for these services.
Promissory Note — Related Party
On February 2, 2021, the Company issued a promissory
note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000 to be used for the payment
of costs related to the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured
and due on the earlier of June 30, 2021, or the completion of the Initial Public Offering. As of June 28, 2021, there was $109,769 outstanding
under the Promissory Note. The outstanding balance under the Promissory Note of $109,769 was subsequently repaid on June 29, 2021. Borrowings
under the Promissory Note are no longer available.
Related Party Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor, members of the Company’s management team or any of their respective affiliates may, but
are not obligated to, loan the Company funds as may be required (“Working Capital Loans”), which will be repaid only upon
the consummation of a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of
any funds held outside the Trust Account to repay the Working Capital Loans; however, no proceeds from the Trust Account may be used for
such repayment. If such funds are insufficient to repay the Working Capital Loans, the unpaid amounts would be forgiven. The Working Capital
Loans may be converted into units at a price of $10.00 per unit at the option of the holder. The units would be identical to the Private
Placement Units. As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.
NOTE 6. COMMITMENTS
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of
the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
FINTECH ACQUISITION CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
In February 2022, the Russian Federation and Belarus
commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have
instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on
the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition,
results of operations, and cash flows is also not determinable as of the date of these financial statements.
Registration Rights
Pursuant to a registration rights agreement entered
into on June 23, 2021, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and the units
that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of
the Private Placement Warrants and the warrants included in the units that may be issued upon conversion of the Working Capital Loans
and upon conversion of Founder Shares) are entitled to registration rights, requiring the Company to register such securities for resale
(in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of the majority of
these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to the completion of the Company’s Business Combination and rights to require the Company to register for resale such securities
pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, Cantor Fitzgerald may not exercise any demand and “piggyback”
registration rights after five (5) and seven (7) years after the effective date of the Registration Statement and may not exercise any
demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
Warrant Amendments
The warrant agreement provides that the terms
of the warrants may be amended without the consent of any stockholder or warrant holder to cure any ambiguity or correct any defective
provision or to make any amendments that are necessary in the good faith determination of the board of directors of the Company (taking
into account then existing market precedents) to allow for the warrants to be classified as equity in the Company’s financial statements,
but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects
the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants (i) in
a manner adverse to a holder of public warrants if holders of at least 65% of the then outstanding public warrants approve of such amendment
or (ii) to the extent necessary for the warrants in the good faith determination of the board of directors of the Company (taking into
account then existing market precedents) to allow for the warrants to be classified as equity in the Company’s financial statements
without the consent of any warrant holder. Although the Company’s ability to amend the terms of the public warrants with the consent
of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other
things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease
the number of shares of Class A common stock purchasable upon exercise of a warrant. As March 31, 2022 and December 31, 2021, there has
been no amendment to the warrants.
Underwriting Agreement
The Company granted the underwriter a 45-day option
to purchase up to 3,300,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts
and commissions. On June 28, 2021, the underwriter elected to partially exercise its over-allotment option to purchase an additional 3,000,000
Units and forfeited its option to purchase an additional 300,000 Units.
The underwriter is entitled to a deferred fee
of (i) 4.0% of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public Offering, or $8,800,000, and (ii) 6% of the
gross proceeds from the Units sold pursuant to the over-allotment option, or $1,800,000. The aggregate deferred fee due to the underwriter
is $10,600,000. The deferred fee will become payable to the representative from the amounts held in the Trust Account solely in the event
that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
NOTE 7. STOCKHOLDERS’ DEFICIT
Preferred Stock — On June
24, 2021, the Company filed an amended and restated certificate of incorporation, pursuant to which it is authorized to issue 1,000,000
shares of preferred stock with a par value of $0.0001 per share with such designations, rights and preferences as may be determined from
time to time by the Company’s Board of Directors. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock
issued or outstanding.
Class A Common Stock — On
June 24, 2021, the Company filed an amended and restated certificate of incorporation, pursuant to which it is authorized to issue 60,000,000
shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each
share. At March 31, 2022 and December 31, 2021, there were 690,000 shares of Class A common stock issued and outstanding, excluding 25,000,000
shares of Class A common stock subject to possible redemption which are presented as temporary equity.
FINTECH ACQUISITION CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Class B Common Stock — On
June 24, 2021, the Company filed an amended and restated certificate of incorporation, pursuant to which it is authorized to issue 10,000,000
shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled
to one vote for each share. At March 31, 2022 and December 31, 2021, there were 8,563,333 shares of Class B common stock issued and outstanding
so that the Founder Shares represent 25% of the Company’s aggregate Founder Shares, Private Placement Shares and issued and outstanding
Public Shares after the Initial Public Offering.
Holders of Class B common stock will vote on the
election of directors prior to the consummation of a Business Combination. Holders of Class A common stock and Class B common stock will
vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.
The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the
case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amounts offered
in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock
shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class
B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class
A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis,
25% of the sum of the total number of all shares of common stock issued and outstanding upon completion of the Initial Public Offering,
including Private Placement Shares, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection
with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination).
NOTE 8. WARRANTS LIABILITIES
Warrants — As of March 31,
2022, there were 6,250,000 Public Warrants and 172,500 Private Placement Warrants outstanding. Public Warrants may only be exercised for
a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable
on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering.
The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any
Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless
a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is
then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to
registration. No Public Warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon
exercise of the Public Warrant, unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed
to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable,
but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file,
and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration,
under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best
efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A
common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public
Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act
and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but
the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an
exemption is not available.
Redemption of Warrants when the price per
share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants
for redemption:
| | ● | in whole and not in part; |
| | | |
| | ● | at a price of $0.01 per warrant; |
| | | |
| | ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| | | |
| | ● | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
FINTECH ACQUISITION CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
If and when the warrants become redeemable by
the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale
under all applicable state securities laws.
If the Company calls the Public Warrants for redemption
for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless
basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise
of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization,
merger or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants.
Redemption of Warrants when the price per
share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may call the warrants
for redemption:
| |
● |
in whole and not in part; |
| |
|
|
| |
● |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A common stock; |
| |
|
|
| |
● |
if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and |
| |
|
|
| |
● |
if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
In addition, if (x) the Company issues additional
Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination
at an issue price or effective issue price of less than $9.20 per Class A common stock (with such issue price or effective issue price
to be determined in good faith by the Company and, in the case of any such issuance to the Sponsor or its affiliates, without taking into
account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest
thereon, available for the funding of a Business Combination on the date of the completion of the initial Business Combination (net of
redemptions), and (z) the volume weighted average trading price of its Class A common stock during the 20 trading day period starting
on the trading day prior to the day on which the Company completes its Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the
nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Warrants are identical to
the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class
A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30
days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants
will be non-redeemable so long as they are held by the Sponsor, Cantor Fitzgerald or their permitted transferees (subject to the exception
described above). If the Private Placement Warrants are held by someone other than the Sponsor, Cantor Fitzgerald or their permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE 9. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| |
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| |
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| |
Level 3: |
Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. |
FINTECH ACQUISITION CORP. VI
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
At March 31, 2022 and December 31, 2021, assets
held in the Trust Account were comprised of $250,033,745 and $250,008,569 in money market funds which are invested primarily in U.S. Treasury
securities. Through March 31, 2022, the Company has not withdrawn any interest earned on the Trust Account.
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021,
and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | |
Level | |
March 31,
2022 | | |
December 31,
2021 | |
| Assets: | |
| |
| | |
| |
| Investments held in Trust Account | |
1 | |
$ | 250,033,745 | | |
$ | 250,008,569 | |
| | |
| |
| | | |
| | |
| Liabilities: | |
| |
| | | |
| | |
| Warrant liability – Public Warrants | |
1 | |
$ | 3,125,000 | | |
$ | 5,187,500 | |
| Warrant liability – Private Placement Warrants | |
2 | |
| 86,250 | | |
| 143,175 | |
The Warrants were accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities
are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed statements
of operations.
At the time of issuance, the Warrants were valued
using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary
unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected
volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’
companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant
closing price was used as the fair value as of each relevant date. As of December 31, 2021, the Private Placement Warrants were classified
as Level 2 due to the use of a quoted price in an active market for a similar liability.
Transfers to/from Levels 1, 2 and 3 are recognized
at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers during the
three months ended March 31, 2022.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheets date up to the date that the condensed financial statements were issued. Based upon this review,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
