Form 425 - Prospectuses and communications, business combinations
August 11 2023 - 4:32PM
Edgar (US Regulatory)
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): August 10, 2023
FINTECH ECOSYSTEM DEVELOPMENT CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40914 |
|
86-2438985 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
100 Springhouse Drive, Suite 204, Collegeville, PA |
|
19426 |
(Address
of principal executive offices) |
|
(Zip Code) |
(610)
226-8101
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units, each consisting of one share of Class A common stock, one right and one-half of one redeemable warrant |
|
FEXDU |
|
The Nasdaq Capital Market |
Class A common stock, par value $0.0001 per share |
|
FEXD |
|
The Nasdaq Capital Market |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
FEXDW |
|
The Nasdaq Capital Market |
Rights included as part of the units |
|
FEXDR |
|
The Nasdaq Capital Market |
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 10, 2023, the Company received a letter from the Staff of the Listing Qualifications Department (the
“Staff”) of the Nasdaq Stock Market LLC, stating that the Staff has determined that the Company has not
complied with the requirements of the Nasdaq Listing Rules because the Company has not demonstrated that its securities comply
with the minimum 400 Total Holder requirement. The letter from the Staff indicated that the Company has until September 25, 2023 to
submit a plan to regain compliance. If Nasdaq does not accept the plan, the Company will have the opportunity to appeal the decision
to a Nasdaq Hearings Panel (the “Panel”).
The
Company intends to timely regain compliance and to request the aforementioned hearing and appeal Nasdaq’s determination, which
request will stay the suspension of the Company’s common stock and warrants and the filing by Nasdaq of a Form 25-NSE pending
the Panel’s decision. The Company believes that it will be able to demonstrate that its common stock complies with the Total Holder
Requirement prior to September 25, 2023. However, there can be no assurance that the Company will be able to satisfy the Total Holder
Requirement prior to the hearing date or at all.
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.
|
FinTech ECOSYSTEM
DEVELOPMENT Corp. |
|
|
|
By: |
/s/
Saiful Khandaker |
|
Name: |
Saiful Khandaker |
|
Title: |
Chairman and Chief Executive Officer |
Date:
August 11, 2023
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