Current Report Filing (8-k)
November 19 2021 - 3:06PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 15, 2021
fintech
evolution acquisition group
(Exact name of registrant as specified in its charter)
Cayman Islands
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001-40137
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1345 Avenue of the Americas, 11th Floor
New York, NY 10105
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (650) 739-6741
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant
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FTEV.U
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The New York Stock Exchange
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Class A Ordinary Shares, par value $0.0001 per share
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FTEV
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The New York Stock Exchange
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Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
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FTEV WS
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The New York Stock Exchange
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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).
Emerging growth
company ☒
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 13(a) of the Exchange Act.
Item 4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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On November 15, 2021, the audit committee of the board of directors of
FinTech Evolution Acquisition Group (the “Company”) concluded, after discussion with the Company’s management
and with the Company’s independent registered public accounting firm, Marcum LLP, (“Marcum”), that (i) the Company’s
audited balance sheet as of March 4, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on March 10, 2021, (ii) the Company’s unaudited financial statements as of
March 31, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 15, 2021 and (iii) the Company’s
unaudited financial statements as of June 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on
August 13, 2021, should no longer be relied upon due to the reclassification of all of the Company’s Class A ordinary shares as
temporary equity.
The Company’s Chief Executive Officer and Chief
Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls
and procedures. Based upon their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures were not effective as of September 30, 2021, due to the material weakness in analyzing
the accounting for complex financial instruments. In light of this material weakness, the Company performed additional analysis as deemed
necessary to ensure that the Company’s unaudited interim financial statements were prepared in accordance with U.S. generally accepted
accounting principles. The Company reflected the restatements of the Company’s financial statements identified above in Note 2 of
the financial statements included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed
with the SEC on November 18, 2021 and accordingly, management believes that the financial statements included in such report present
fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods presented.
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.
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FINTECH EVOLUTION ACQUISITION GROUP
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By:
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/s/ Rohit Bhagat
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Name: Rohit Bhagat
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Title: Chief Executive Officer
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Dated: November 19, 2021
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