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): ~~December~~ 23February 24, ~~2022~~2023

FINTECH EVOLUTION ACQUISITION GROUP

(Exact name of registrant as specified in its charter)

Cayman Islands		333-252969		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1345 Avenue of the Americas, 11^th 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:

	☐	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 Ordinary Share and one-third of one redeemable warrant	FTEV.U	The New York Stock Exchange
Class A Ordinary Shares, par value $0.0001	FTEV	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of one Class A Ordinary Share for $11.50 per share	FTEV WS	The New York Stock Exchange

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).

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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~December 23~~ February 24, ~~2022~~2023, ~~the New York Stock Exchange (the “NYSE”) notified~~ FinTech Evolution Acquisition Group (the “Company”)~~, and~~ ~~publicly~~issued ~~announced,~~a ~~that~~press ~~the~~release ~~NYSE~~announcing ~~determined~~that due to ~~commence~~the ~~proceedings~~Company’s inability to ~~delist~~consummate ~~the~~an ~~Company’s~~initial ~~warrants,~~business ~~each~~combination ~~whole~~within ~~warrant~~the ~~exercisable to~~time ~~purchase~~period ~~one~~required ~~Class~~by Aits ~~ordinary~~amended ~~share,~~and restated ~~par~~memorandum ~~value~~and ~~$0.0001~~articles ~~per~~of ~~share~~association (the “~~Class A Shares~~Charter”), atthe aCompany ~~price~~intends ofto ~~$11.50~~dissolve ~~per~~and ~~share,~~liquidate in accordance with the provisions of its the Charter and ~~listed~~will toredeem ~~trade~~all onof the ~~NYSE~~outstanding ~~under~~Class A ordinary shares that were included in the ~~symbol~~units issued ~~“FTEV~~in ~~WS”~~its initial public offering (the “~~Warrants~~Public Shares”),. ~~from~~The ~~the~~per ~~NYSE~~share ~~and~~redemption amount ~~that~~is ~~trading~~currently ~~in the~~being ~~Warrants~~calculated. The ~~would~~Company has estimated it to be ~~suspended~~approximately ~~immediately,~~$10.18 ~~due~~per toshare ~~“abnormally~~and ~~low”~~will ~~trading~~file ~~price~~an ~~levels~~amended Current ~~pursuant~~Report toon ~~Section~~Form ~~802.01D~~8-K ofto disclose the ~~NYSE~~ ~~Listed~~final ~~Company~~amount ~~Manual~~if it is materially different from the estimated amount.

~~The~~As ~~Company~~of ~~had~~the aclose ~~right~~of tobusiness aon ~~review~~March of13, ~~this~~2023, ~~determination by~~the aPublic ~~Committee~~Shares ofwill ~~the~~be ~~Board~~deemed ofcancelled ~~Directors~~and ofwill ~~the~~represent ~~NYSE.~~only ~~The~~the ~~NYSE~~right ~~applied~~ to receive the ~~Securities~~redemption ~~and~~amount. ~~Exchange~~The ~~Commission~~Company toanticipates ~~delist~~that the ~~Warrants upon~~last ~~completion~~day ofthe ~~all~~Public ~~applicable~~Shares ~~procedures,~~will ~~including~~trade ~~any~~is ~~appeal~~March by3, ~~the~~2023. ~~Company~~Trading of ~~the~~Public ~~NYSE’s~~Shares will ~~decision.~~be ~~The~~suspended ~~Company~~effective ~~did~~before ~~not appeal~~ the ~~determination~~opening of markets on March 6, 2023.

~~Trading~~In order into provide for the ~~Warrants~~disbursement onof funds from the ~~NYSE~~trust ~~was~~account, ~~suspended~~the Company will instruct the trustee of the trust account to take ~~immediately~~all necessary actions to liquidate the securities held in the trust account. ~~Trading~~The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer ~~Class~~agent. Beneficial Aowners of Public Shares ~~and~~held ~~units~~in “street name,” however, will ~~continue~~not onneed to take any action in order to receive the ~~NYSE~~redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after March 13, 2023.

1The Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding Class B ordinary shares issued prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

~~SIGNATURE~~A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements of~~Statements ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	FINTECH EVOLUTION ACQUISITION GROUP
	By:	/s/ Rohit Bhagat
		Name:	Rohit Bhagat
		Title:	Chief Executive Officer
Dated: February 2, 2023

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release.
104		Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

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 EVOLUTION ACQUISITION GROUP

Dated: February 24, 2023	By:	/s/ Rohit Bhagat
	Name:	Rohit Bhagat
	Title:	Chief Executive Officer

	By:	/s/ Michael Latham
	Name:	Michael Latham
	Title:	Chief Operating Officer

Filing Compare · FinTech Evolution Acquisition Group