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):
May 20, 2024
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.
As previously disclosed, on December 27, 2023,
the Company received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market
LLC (“Nasdaq”) indicating that since the Company has not yet filed its Form 10-Q for the period ended September 30, 2023 (the
“Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires
the Company to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”).
In accordance with Nasdaq Listing Rule IM-5810-1(c)(2)(A)(v), the Company submitted a plan to regain compliance with the Rule (the “Plan”).
On May 20, 2024, the Company received a written
notice (the “Notice”) indicating that the Staff determined to delist the Company’s securities from Nasdaq, unless the
Company timely requests a hearing before a Hearings Panel (the “Panel”), based on the Staff’s determination that the
Staff only has discretion to grant an extension until May 20, 2024. The Staff noted that, in addition to the Company’s Form 10-Q
for the period ended September 30, 2023, its Form 10-K for the period ended December 31, 2023 and its Form 10-Q for the period ended March
31, 2024 were also delinquent pursuant to the Rule.
Accordingly, the Company
intends to timely request (the “Request”) a hearing before the Panel. The hearing request will stay the suspension of the
Company’s securities with Nasdaq only for a period of 15 days pursuant to Nasdaq Listing Rule 5815(a)(1)(B) (the “Stay Rule”).
The Company, pursuant to the Stay Rule, intends to include in its Request a stay of the suspension pending the hearing. Nasdaq’s
notice has no immediate effect on the listing of the Company’s common stock, units or warrants on Nasdaq. The time and place of
any hearing before the Panel will be determined by the Panel. There can be no assurance that the Panel will grant the Company’s
request for continued stay or continued listing.
Item 7.01 Regulation
FD Disclosure.
On May 24, 2024, the
Company issued a press release announcing the foregoing. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference
herein.
The foregoing (including
the information presented in Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of
Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by
reference in any filing under the Securities Act or the Exchange Act.
Forward-Looking Statements
Certain statements made in this Current Report
on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are
forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they
relate to the Company or its management team, are intended to identify forward-looking statements. Many factors could cause actual future
events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including the Company’s ability
to successfully request a further stay, successfully appeal a delisting determination, the Company’s ability to resolve the deficiency
under the Rule and regain compliance with the Rule. Such forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company’s management. Forward-looking statements are not guarantees
of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important
factors, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the
Company’s final prospectus for its initial public offering filed with the SEC on October 18, 2021, and other documents of the Company
filed, or to be filed, with the SEC, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are
qualified in their entirety by this paragraph. The Company undertakes no obligation to update or revise any forward-looking statements
for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits:
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. |
| |
|
|
Date: May 24, 2024 |
By: |
/s/ Saiful Khandaker |
| |
Name: |
Saiful Khandaker |
| |
Title: |
Chairman and Chief Executive Officer |
Exhibit 99.1
Fintech Ecosystem Development Corp. Receives
Notice from Nasdaq
Collegeville, Pennsylvania, May 24, 2024
– As previously disclosed, on December 27, 2023, the Company received a written notice from the Listing Qualifications Department
(the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that since the Company has not yet filed its
Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing
Rule 5250(c)(1) (the “Rule”), which requires the Company to timely file all required periodic financial reports with the U.S.
Securities and Exchange Commission (the “SEC”). In accordance with Nasdaq Listing Rule IM-5810-1(c)(2)(A)(v), the Company
submitted a plan to regain compliance with the Rule (the “Plan”).
On May 20, 2024, the Company received a written
notice (the “Notice”) indicating that the Staff determined to delist the Company’s securities from Nasdaq, unless the
Company timely requests a hearing before a Hearings Panel (the “Panel”), based on the Staff’s determination that the
Staff only has discretion to grant an extension until May 20, 2024. The Staff noted that, in addition to the Company’s Form 10-Q
for the period ended September 30, 2023, its Form 10-K for the period ended December 31, 2023 and its Form 10-Q for the period ended March
31, 2024 were also delinquent pursuant to the Rule.
Accordingly, the Company
intends to timely request (the “Request”) a hearing before the Panel. The hearing request will stay the suspension of the
Company’s securities with Nasdaq only for a period of 15 days pursuant to Nasdaq Listing Rule 5815(a)(1)(B) (the “Stay Rule”).
The Company, pursuant to the Stay Rule, intends to include in its Request a stay of the suspension pending the hearing. Nasdaq’s
notice has no immediate effect on the listing of the Company’s common stock, units or warrants on Nasdaq. The time and place of
any hearing before the Panel will be determined by the Panel. There can be no assurance that the Panel will grant the Company’s
request for continued stay or continued listing.
Forward-Looking Statements
Certain statements made in this press release
are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E
of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation
Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking
statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and variations of these
words or similar expressions (or the negative versions of such words or expressions), as they relate to the Company or its management
team, are intended to identify forward-looking statements. Many factors could cause actual future events to differ materially from the
forward-looking statements in this press release, including the Company’s ability to successfully request a further stay, successfully
appeal a delisting determination, the Company’s ability to resolve the deficiency under the Rule and regain compliance with the
Rule. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Forward-looking statements are not guarantees of future performance, conditions or results,
and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the
control of the Company, including those set forth in the “Risk Factors” section of the Company’s final prospectus for
its initial public offering filed with the SEC on October 18, 2021, and other documents of the Company filed, or to be filed, with the
SEC, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent
written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety
by this paragraph. The Company undertakes no obligation to update or revise any forward-looking statements for revisions or changes after
the date of this press release, except as required by law.
Contacts:
For Media
Kirti Kirk
Email: kirti.kirk@fintechecosys.com
For Fintech Ecosystem Development Corp.
Dr. Saiful Khandaker
saiful@fintechecosys.com
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