UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~ 2July 5, 2022 (July 1, 2022)

FINTECH ACQUISITION CORP. V

(Exact name of registrant as specified in its charter)

Delaware		001-39760		84-4794021
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2929 Arch Street, Suite 1703

Philadelphia, PA

19104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

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 to 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 and one-third of one redeemable warrant	FTCVU	NASDAQ Capital Market
Class A common stock, par value $0.0001 per share	FTCV	NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock	FTCVW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth ~~company~~ 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~~Introductory 4Note.~~02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~

~~(a)~~As Inpreviously ~~connection~~announced, ~~with the preparation of~~ FinTech Acquisition Corp. V’s, a Delaware corporation (the “Company”), ~~financial~~entered ~~statements~~ into an Agreement and Plan of Merger, dated as of March 3116, ~~2022,~~ 2021 (the ~~Company’s~~“Original ~~management~~Merger Agreement”), ~~in consultation~~ with ~~its~~eToro ~~advisors~~Group Ltd., ~~re-evaluated~~a company organized under the ~~Company’s~~laws ~~accounting~~of ~~for~~the ~~complex~~British ~~financial~~Virgin ~~instruments~~Islands (“eToro”), ~~specifically~~and ~~warrant~~Buttonwood ~~liabilities~~Merger Sub Corp., ~~After further~~a ~~review~~Delaware ofcorporation ~~the~~and ~~Company’s~~a ~~warrant~~direct, ~~valuation~~wholly asowned subsidiary of eToro, which agreement was amended on December 3130, 2021, it(the ~~was~~“Merger ~~determined~~Agreement ~~that~~Amendment” anand ~~adjustment~~together ~~was~~with ~~required to~~ the ~~Company’s~~Original ~~financial~~Merger ~~statements~~Agreement, asthe of“Merger Agreement”). ~~and~~Capitalized ~~for~~terms ~~the~~used ~~year~~but ~~ended~~not ~~December~~defined ~~31,~~herein ~~2021. This~~have ~~has~~the ~~resulted~~respective inmeanings agiven ~~restatement~~to ofsuch terms in the ~~affected~~ ~~financial~~Merger ~~statements~~Agreement.

OnItem May 2, 2022, the audit committee of the board of directors of the Company (the “Audit Committee”), based on the recommendation of and after consultation with management, concluded that the Company’s audited financial statements as of and for the year ended December 31, 2021 (the “Audited Affected Financials”), as reported in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2022 (the “Form 10-K”), should no longer be relied upon due to the restatement described above1. ~~The Company intends to reflect the restatement of the Audited Affected Financials in an amendment to its Annual Report on Form 10-K for the year ended December 31, 2021 (the “Amended Form 10-K”)~~02. ~~Similarly,~~ ~~the~~Termination ~~related press releases, stockholder communications, investor presentations or other communications describing relevant portions~~ of ~~the~~a ~~Audited~~Material ~~Affected~~Definitive ~~Financials, should no longer be relied upon~~Agreement.

~~The~~On July 1, 2022, the Company ~~does~~and ~~not~~eToro ~~expect~~entered into a Termination Agreement (the ~~changes~~“Termination ~~described~~Agreement”) ~~above~~pursuant to ~~have~~which ~~any~~the ~~impact~~parties agreed to mutually terminate the Merger Agreement, effective immediately (the “Termination”). Pursuant to the Merger Agreement, the proposed merger was conditioned on ~~its~~the ~~cash~~satisfaction ~~position~~of orcertain closing conditions, including relating to eToro’s registration statement, within the ~~balance~~timeframe outlined ~~held~~by inthe Original Merger Agreement and as extended by the ~~trust~~Merger ~~account~~Agreement Amendment. Despite the parties’ best efforts, such conditions were not satisfied within such time frame and the parties were unable to complete the transaction by the June 30, 2022 deadline.

~~The~~As ~~Company’s~~a ~~management~~result ~~has~~of ~~concluded~~the ~~that~~Termination, inthe ~~light~~Merger Agreement will be of ~~the~~no ~~restatement described~~further ~~above~~force and effect, aand ~~material~~certain ~~weakness~~transaction ~~exists~~agreements entered into in connection with the ~~Company’s~~Merger ~~internal~~Agreement, including, ~~control~~but ~~over~~not ~~financial~~limited ~~reporting~~to, ~~and~~the ~~that~~Lock-Up Agreements, the ~~Company’s~~Sponsor Agreement, the Sponsor Commitment Letter and the Voting Agreements, ~~disclosure~~will ~~controls~~automatically either terminate in accordance with their terms or be of no further force and ~~procedures~~effect. ~~were~~Neither ~~not~~party ~~effective~~will be required to pay the other any fees or expenses as a result of the Termination. The Company’s ~~remediation~~and ~~plan~~eToro ~~with~~have ~~respect~~also toagreed, ~~such~~on ~~material~~behalf ~~weakness~~of ~~will~~themselves beand ~~described~~their inrespective ~~more~~related ~~detail~~parties, into a release of claims relating to the ~~Amended~~transactions ~~Form~~contemplated ~~10-K~~under the Merger Agreement.

The ~~Audit~~foregoing ~~Committee~~description of the Termination and ~~management~~the ~~have~~Termination ~~discussed~~Agreement does not purport to be complete and is qualified in its entirety by the ~~matters~~terms ~~disclosed~~and conditions of the full ~~pursuant~~text of the Original Merger Agreement, which was previously filed by the Company as Exhibit 2.1 to ~~this~~its ~~Item~~Current 4Report on Form 8-K with the U.02S. Securities and Exchange Commission (athe “SEC”) ~~with~~on March 16, 2021, as amended by the Merger Agreement Amendment, which was previously filed by the Company’s ~~independent~~as ~~accountant~~Exhibit 2.1 to its Current Report on Form 8-K with the SEC on December 30, 2021, and the Termination Agreement, which is filed herewith as Exhibit 10.1, each of which is incorporated by reference herein.

1Item 7.01. Regulation FD Disclosure.

On July 5, 2022, the Company and eToro issued a joint press release announcing the Termination. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Termination Agreement, dated as of July 1, 2022, by and between FinTech Acquisition Corp. V and eToro Group Ltd.
99.1		Press Release, dated as of July 5, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Cautionary Statements Regarding Forward-Looking Statements~~1

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. These risks include the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and in the Registration Statement on Form F-4 filed by eToro Group Ltd. (“eToro”) and other documents should be carefully considered, if and when filed by eToro or the Company from time to time with the SEC. If any of these risks materialize or these 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 the Company presently know or that eToro and the Company currently believe are immaterial that could also cause actual events and results to differ. In addition, forward-looking statements reflect eToro’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. eToro and the Company anticipate that subsequent events and developments will cause eToro’s and the Company’s assessments to change. While eToro and the Company may elect to update these forward-looking statements at some point in the future, eToro and the Company specifically disclaim any obligation to do so, unless required by applicable law.

The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Additional Information About the Transactions and Where to Find It

On March 16, 2021, the Company and eToro entered into an Agreement and Plan of Merger (the “Merger Agreement”) among eToro, Buttonwood Merger Sub Corp., a direct, wholly-owned subsidiary of eToro (“Merger Sub”), and the Company, which provides for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of eToro (the “Business Combination”). eToro has filed a registration statement on Form F-4 with the SEC, which includes a preliminary proxy statement/prospectus to be distributed to the Company’s stockholders in connection with its solicitation of proxies for the vote by the Company’s stockholders with respect to the Business Combination. After the registration statement has been declared effective, the Company will mail a definitive proxy statement/prospectus to its stockholders as of the record date established for voting on the Business Combination and the other proposals regarding the transactions contemplated by the Merger Agreement as set forth in the proxy statement/prospectus. eToro or the Company may also file other documents with the SEC regarding the Business Combination.

Participants in Solicitation

eToro and the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Business Combination under the rules of the SEC. The Company’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 the Company in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 or eToro’s Registration Statement on Form F-4, 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 the Company’s stockholders in connection with the Business Combination and a description of their direct and indirect interests, by security holdings or otherwise, is included in the preliminary proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the Business Combination (if and when they become available). Free copies of these documents can be obtained at the SEC’s website at www.sec.gov.

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.

Dated: May 2, 2022	FINTECH ACQUISITION CORP. V
Dated: July 5, 2022	FINTECH ACQUISITION CORP. V
	By:	/s/ James J. McEntee, III
	Name:	James J. McEntee, III
	Title:	President

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