FINTECH ACQUISITION CORP. II (NASDAQ:FNTEU) Files An 8-K Entry into a Material Definitive Agreement

FINTECH ACQUISITION CORP. II (NASDAQ:FNTEU) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive Agreement.

On January 19, 2017, the registration statement (File No.
333-215305) for the initial public offering (the IPO) of FinTech
Acquisition Corp. IIs (the Company) units (Units), each unit
consisting of one share of the Companys common stock, par value
$0.0001 per share (Common Stock), and one half of one warrant
(each, a Warrant), where each whole Warrant entitles the holder
to purchase one share of Common Stock, was declared effective by
the Securities and Exchange Commission (as amended, the
Registration Statement). In connection therewith and with the
closing of the IPO, the Company entered into the following
agreements, forms of which were previously filed as exhibits to
the Registration Statement:

An Underwriting Agreement, dated January 19, 2017 (the
Underwriting Agreement), between the Company and Cantor
Fitzgerald Co. (Cantor) as representative of the underwriters
(the Underwriters);

An Investment Management Trust Agreement, dated January 19, 2017,
between the Company and Continental Stock Transfer Trust Company;

A Warrant Agreement, dated January 19, 2017, between the Company
and Continental Stock Transfer Trust Company;

A Registration Rights Agreement, dated January 19, 2017, between
the Company and certain security holders of the Company;

A Letter Agreement, dated January 19, 2017, by and among the
Company and Cantor;

A Letter Agreement, dated January 19, 2017, by and among the
Company, its officers and directors and certain of the Companys
security holders; and

A Loan Commitment Agreement, dated January 19, 2017, among the
Company and FinTech Investor Holdings II, LLC (the Sponsor).

A description of the material terms of each of these agreements
is included in the Registration Statement and incorporated herein
by this reference.

On January 25, 2017, the Company consummated the sale of
17,500,000 Units in its IPO, which includes 2,200,000 Units
purchased by the Underwriters to cover over-allotments. The IPO
Units were sold in the IPO at an offering price of $10.00 per
Unit for gross proceeds of $175,000,000 (before underwriting
discounts and commissions and offering expenses). to the
Underwriting Agreement, the Company granted the Underwriters a
45-day option to purchase up to 2,295,000 additional Units solely
to cover over-allotments, if any (the Over-Allotment Option); and
on January 25, 2017, the Underwriters notified the Company that
they are waiving the remainder of the Over-Allotment Option. As a
result of the Underwriters determination not to fully exercise
their over-allotment option, certain of the Companys initial
stockholders forfeited an aggregate of 26,667 shares of Common
Stock. As a result of such forfeiture, there are 23,893,333
shares of Common Stock issued and outstanding immediately
following the consummation of the IPO.

Item 3.02. Unregistered Sales of Equity
Securities.

Simultaneously with the consummation of the IPO, the Company
consummated the issuance and sale (Private Placement) of 420,000
Units (the Placement Units) in a private placement transaction at
a price of $10.00 per Placement Unit, generating gross proceeds
of $4,200,000. The Placement Units were purchased by Cantor
(30,000 Units) and the Sponsor (390,000 Units). The Warrants
included in the Placement Units areidentical to the Warrants
included in the IPO Units except that, so long as they are held
by Cantor, the Sponsor or their permitted transferees (a) they
are not redeemable by the Company, (b) they (including the
underlying Common Stock) may not be transferred, assigned or sold
until 30 days after the consummation of the Companys initial
business combination, subject to certain limited exceptions, and
(c) they may be exercised on a cashless basis. In addition, for
as long as the Placement Warrants are held by Cantor or its
designees, they may not be exercised after January 19, 2022.

Item 3.03. Material Modification to Rights of Security
Holders.

The disclosure set forth under Item 5.03 is incorporated herein
by this reference.

Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.

On January 20, 2017, the Company filed its amended and restated
its certificate of incorporation (the Amended and Restated
Certificate) with the Secretary of State of the State of Delaware
in connection with the IPO. A description of the material terms
of the Amended and Restated Certificate is included in the
Registration Statement and incorporated herein by this reference.
In addition, a copy of the Amended and Restated Certificate is
attached hereto as Exhibit 3.1 and is incorporated herein by this
reference.

Item 8.01. Other Events.

A total of $175,000,000 of the net proceeds from the IPO and the
Private Placement were placed in a trust account established for
the benefit of the Companys public stockholders at JP Morgan
Chase Bank, N.A., with Continental Stock Transfer Trust Company
acting as trustee. Except for the withdrawal of interest for
working capital purposes or to pay taxes (or dissolution expenses
if a business combination is not consummated), none of the funds
held in the trust account will be released until the earlier of
the completion of the Companys initial business combination or
the redemption of all shares of Common Stock issued in the IPO if
the Company is unable to consummate an initial business
combination within 24 months from the completion of the IPO
(excluding any exercise of the underwriters overallotment
option).

A copy of the press release issued by the Company on January 20,
2017 regarding the pricing of the IPO is included as Exhibit 99.1
to this Current Report on Form 8-K.

A copy of the press release issued by the Company on January 25,
2017 regarding the closing of the IPO is included as Exhibit 99.2
to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated January 19, 2017, between the
Company and Cantor Fitzgerald Co.
3.1 Amended and Restated Certificate of Incorporation, filed with
the Secretary of State of the State of Delaware on January
20, 2017.
4.1 Warrant Agreement, dated January 19, 2017, between
Continental Stock Transfer Trust Company and the Company.
10.1 Letter Agreement, dated January 19, 2017, by and between the
Company and Cantor Fitzgerald Co.
10.2 Letter Agreement, dated January 19, 2017, by and among the
Company and certain security holders, officers and directors
of the Company.
10.3 Investment Management Trust Account Agreement, dated January
19, 2017, between Continental Stock Transfer Trust Company
and the Company.
10.4 Registration Rights Agreement, dated January 19, 2017,
between the Company andcertain security holders.
10.5 Loan Commitment Agreement, dated January 19, 2017, by and
between the Company and FinTech Investor Holdings II, LLC.
99.1 Press Release dated January 20, 2017 (pricing of the IPO).
99.2 Press Release dated January 25, 2017 (closing of the IPO).


About FINTECH ACQUISITION CORP. II (NASDAQ:FNTEU)

FinTech Acquisition Corp. II is a blank check company. It intends to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more businesses or assets. It intends to concentrate its efforts in identifying businesses, which provides technology to the financial services industry, with particular emphasis on businesses that provide data processing; transactional and data security; rewards, loyalty, and consumer engagement platforms by, which financial services engage their clients and market and provide services to them; digital marketing; and payment processing services. It intends to acquire established businesses that are fundamentally sound but potentially in need of financial, operational, strategic or managerial redirection to maximize value. As of September 30, 2016, it had neither engaged in any operations nor generated revenue. As of September 30, 2016, it had not yet commenced operations.

FINTECH ACQUISITION CORP. II (NASDAQ:FNTEU) Recent Trading Information

FINTECH ACQUISITION CORP. II (NASDAQ:FNTEU) closed its last trading session at with 5,646 shares trading hands.

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