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): July 5, 2022 (July 1, 2022)

FINTECH ACQUISITION CORP. V

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Introductory Note.

As previously announced, FinTech Acquisition Corp. V, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of March 16, 2021 (the “Original Merger Agreement”), with eToro Group Ltd., a company organized under the laws of the British Virgin Islands (“eToro”), and Buttonwood Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of eToro, which agreement was amended on December 30, 2021 (the “Merger Agreement Amendment” and together with the Original Merger Agreement, the “Merger Agreement”). Capitalized terms used but not defined herein have the respective meanings given to such terms in the Merger Agreement.

Item 1.02. Termination of a Material Definitive Agreement.

On July 1, 2022, the Company and eToro entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the parties agreed to mutually terminate the Merger Agreement, effective immediately (the “Termination”). Pursuant to the Merger Agreement, the proposed merger was conditioned on the satisfaction of certain closing conditions, including relating to eToro’s registration statement, within the timeframe outlined by the Original Merger Agreement and as extended by the Merger 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.

As a result of the Termination, the Merger Agreement will be of no further force and effect, and certain transaction agreements entered into in connection with the Merger Agreement, including, but not limited to, the Lock-Up Agreements, the Sponsor Agreement, the Sponsor Commitment Letter and the Voting Agreements, will automatically either terminate in accordance with their terms or be of no further force and effect. Neither party will be required to pay the other any fees or expenses as a result of the Termination. The Company and eToro have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the transactions contemplated under the Merger Agreement.

The foregoing description of the Termination and the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of the Original Merger Agreement, which was previously filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2021, as amended by the Merger Agreement Amendment, which was previously filed by the Company as 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.

Item 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

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.

2

Exhibit 10.1

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (the “Agreement”), dated as of July 1, 2022, is made by and between eToro Group Ltd., a company organized under the laws of the British Virgin Islands (“eToro”), and FinTech Acquisition Corp. V, a Delaware corporation (“SPAC”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

W I T N E S E T H:

WHEREAS, eToro and SPAC entered into that certain Agreement and Plan of Merger, dated as of March 16, 2021 (the “Original Merger Agreement”), by and among eToro, Buttonwood Merger Sub Corp., a Delaware corporation and a direct, wholly-owned subsidiary of eToro (“Merger Sub”), and SPAC, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of December 30, 2021 (the Original Merger Agreement, as so amended, the “Merger Agreement”);

WHEREAS, Section 9.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Closing by mutual written agreement of eToro and SPAC; and

WHEREAS, the Closing has not occurred as of the date hereof and eToro and SPAC desire to terminate the Merger Agreement pursuant to Section 9.1(a) thereof, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, eToro and SPAC accordingly agree as follows:

Section 1. In accordance with Section 9.1(a) and Section 9.2 of the Merger Agreement and subject to the terms set forth herein, eToro and SPAC hereby mutually terminate the Merger Agreement effective as of the date hereof, with such termination having the effect set forth in Section 9.2(g) of the Merger Agreement.

Section 2.

2.1 Each of eToro and SPAC, for itself, its Affiliates and any of its and their Affiliates’ respective former, current or future officers, directors, agents, advisors, attorneys-in-fact, representatives, managers, members, partners, equityholders, employees, Subsidiaries, financing sources, predecessor entities, successors, assigns, parents, Affiliates, principals, administrators and other Persons that have or could potentially derive rights through them (collectively, the “Related Parties”), hereby generally, irrevocably, unconditionally and completely release and forever discharge the other and any of their Related Parties from any and all disputes, liability, claims, controversies, contentions, demands, duties, actions, debts, contracts, obligations, agreements, causes of action, suits, joinders, damages, losses, costs, expenses (including attorneys’ fees and costs), liens, indemnification rights, contributions, judgments and rights, at law of any kind whatsoever (each, a “Claim”), whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, in each case, arising from any matter concerning, based upon, in connection with, or relating to any of the Transactions, including (x) this Agreement, (y) the Merger Agreement and (z) the other Transaction Agreements, including, in each case, the transactions contemplated hereby or thereby, and the events leading to the termination of the Transactions, the Merger Agreement and the other Transaction Agreements (collectively, the “Released Claims”); provided that nothing contained herein shall be deemed to release any party hereto from its obligations under this Agreement or the obligations or provisions of the Merger Agreement, in each case, expressly deemed to survive under this Agreement or Section 9.2(g) of the Merger Agreement.

2.2 It is understood and agreed that Section 2.1 is a full and final release covering the respective Released Claims of the parties and their respective Related Parties relating to this Agreement or any of the Transactions or arising out of the Transaction Agreements. Therefore, each of the parties expressly waives any rights it may have under any statute or common law principle under which a general release does not extend to respective Released Claims that such party does not know or suspect to exist in its favor at the time of executing the release in this Agreement, which if known by such party would have affected such party’s settlement with the other. In connection with such waiver and relinquishment, the parties acknowledge that they or their respective attorneys or agents may hereafter discover Claims or facts in addition to or different from those which they now know or believe to exist with respect to the Released Claims, and which, if known on the date of the execution of this Agreement, might have materially affected such party’s decision to enter into and execute this Agreement, but that it is their respective intention hereby fully, finally and forever to settle and release all of their respective Released Claims. In furtherance of such intention, the respective releases herein given by the parties shall be and remain in effect as full and complete releases with regard to their respective Released Claims notwithstanding the discovery or existence of any such additional or different Claim or fact. Each party further agrees that by reason of the releases contained herein, such party is expressly assuming the risk of such unknown Released Claims and agrees that this Agreement applies thereto.

2.3 Each party, on behalf of itself and its Related Parties, hereby covenants to each other party and their respective Related Parties not to, with respect to any Released Claim, directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such party or its Related Parties or any third party of a suit, arbitration, mediation or claim (including a third party or derivative claim, cross-claim, counterclaim or otherwise) against any other party and/or its Related Parties relating to any Released Claim. Each Related Party may plead this Agreement as a complete bar to any Released Claim brought in derogation of this Section 2.3.

2.4 Each of the parties hereby expressly waives to the fullest extent permitted by law the provisions, rights, and benefits of California Civil Code § 1542 (or any similar Law of any jurisdiction), which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELATED PARTY.

Each party acknowledges that it may hereafter discover facts in addition to or different from those that such party now knows or believes to be true with respect to the subject of this Section 2.4.

2.5 The covenants contained in this Section 2 shall survive the execution and delivery of this Agreement indefinitely regardless of any statute of limitations.

Section 3. eToro and SPAC shall issue a joint press release with respect to this mutual termination of the Merger Agreement pursuant to this Agreement, in the form attached hereto as Exhibit A, on July 5, 2022.

Section 4. Other than as eToro or SPAC may determine is factually accurate and, based on advice of counsel, necessary (a) to respond to any legal or regulatory process or proceeding or (b) to give testimony or file any documents in any legal or regulatory proceeding, each of eToro and SPAC, on behalf of itself and its Affiliates, officers and directors, agrees that for a period of two (2) years from and after the date hereof, it will not, and will not authorize, induce or encourage any other Person to, directly or indirectly, make any public or private statements or other communications that disparage, denigrate or malign the other party or its Affiliates or Representatives.

Section 5. SPAC shall promptly return to eToro or destroy all Evaluation Material (as defined in the Confidentiality Agreement) of eToro subject to and in accordance with the terms of the Confidentiality Agreement.

Section 6. Each party hereby represents and warrants to the other party that: (a) such party has full corporate power and authority to execute, deliver and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement, the termination of the Merger Agreement and consummation of the other transactions contemplated hereby have been duly and validly approved and authorized by the Board of Directors or any other necessary corporate or other action on the part of such party; (c) no other corporate proceedings on the part of such party are necessary to approve this Agreement or the termination of the Merger Agreement or to consummate the other transactions contemplated hereby; (d) this Agreement has been duly executed and delivered by such party and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity; and (e) the execution and delivery of this Agreement by such party does not, and the performance by such party of the transactions contemplated by this Agreement does not: (i) conflict with, or result in a violation or breach of, any provision of its charter or bylaws (or equivalent organizational documents); (ii) conflict with, or result in any violation or breach of, or constitute (with our without notice of lapse of time, or both) a default under or require a consent or waiver under, any of the terms, conditions or provisions of any contractual restriction binding on such party or affecting such party or any of its assets; or (iii) conflict with or violate any order or judgment of any court or other Governmental Entity applicable to such party or any of its assets.

Section 7. With respect to the subject matter hereof, except for the obligations or provisions of the Merger Agreement, in each case, expressly deemed to survive under the Merger Agreement, this Agreement embodies the complete agreement of the parties hereto and supersedes any prior understandings, agreements or representations by or between the parties hereto, written or oral, which are related to the subject matter hereof.

Section 8. Each party hereto acknowledges and agrees that each of the non-party Related Parties are express third party beneficiaries of the releases and covenants not to sue of such non-party Related Parties contained in Section 2 of this Agreement and are entitled to enforce rights under such sections to the same extent that such non-party Related Parties could enforce such rights if they were a party to this Agreement. Except as provided in the preceding sentence, there are no third party beneficiaries to this Agreement, and this Agreement is not otherwise intended to and shall not otherwise confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 9. Section 11.1 (Notices), Section 11.2 (Interpretation), Section 11.3. (Counterparts; Electronic Delivery), Section 11.5 (Severability), Section 11.6 (Other Remedies; Specific Performance), Section 11.7 (Governing Law), Section 11.8 (Consent to Jurisdiction; Waiver of Jury Trial), Section 11.9 (Rules of Construction), Section 11.10 (Expenses), Section 11.11 (Assignment), Section 11.12 (Amendment), Section 11.13 (Waiver) and Section 11.14 (Non-Recourse) of the Merger Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.

4

Exhibit 99.1

FinTech Acquisition Corp. V and eToro Mutually Agree to Terminate Merger Agreement

New York, July 5, 2022 - FinTech Acquisition Corp. V (NASDAQ: FTCV) (“FinTech V”), a publicly-traded special purpose acquisition company, and eToro Group Ltd (“eToro” or the “Company”), the leading social investing network, announced today that they have mutually agreed to terminate their previously announced agreement and plan of merger (the “Merger Agreement”), effective immediately.

The proposed merger, initially announced in March 2021, was conditioned on the satisfaction of certain closing conditions, including relating to the Company’s registration statement, within the timeframe outlined by the Merger Agreement and as extended by the Merger 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.

Betsy Cohen, Chairman of FinTech V commented: “eToro continues to be the leading global social investment platform, with a proven track record of growth and strong momentum. Although we are disappointed that the transaction has been rendered impracticable due to circumstances outside of either party’s control, we wish Yoni and his talented team continued success.”

Yoni Assia, Co-founder and CEO of eToro commented: “We would like to thank Betsy and the entire FinTech V team for their hard work, diligence and support throughout this process. While this may not be the outcome that we hoped for when we started this process, eToro’s underlying business remains healthy, our balance sheet is strong and will continue to balance future growth with profitability. We ended Q2 2022 with approximately 2.7 million funded accounts, an increase of over 12% versus the end of 2021, demonstrating continued customer acquisition and retention rates that have been improving over time. We remain confident in our long-term growth strategy and excited for the future of eToro.”

Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the Merger Agreement.

Additional information about the termination of the Merger Agreement will be provided in a Current Report on Form 8-K to be filed by FinTech V with the U.S. Securities and Exchange Commission and available at www.sec.gov.

Contacts

For FTCV:

info@ftmasala.com

For eToro:

Public relations

PR@etoro.com

Investor relations

investors@etoro.com 

About eToro

eToro is a social investing network that empowers people to grow their knowledge and wealth as part of a global community of successful investors. eToro was founded in 2007 with the vision of opening up the global markets so that everyone can trade and invest in a simple and transparent way. Today, eToro is a global community of more than 27 million registered users who share their investment strategies; and anyone can follow the approaches of those who have been the most successful. Due to the simplicity of the platform users can easily buy, hold and sell assets, monitor their portfolio in real time, and transact whenever they want. https://www.etoro.com/

About FinTech Acquisition Corp. V

FinTech Acquisition Corp. V is a special purpose acquisition company led by Betsy Z. Cohen as Chairman of the Board, Daniel G. Cohen, as Chief Executive Officer and James J. McEntee, III as President formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, with a focus on the financial technology industry. The company raised $250,000,000 in its initial public offering in December 2020 and is listed on the NASDAQ under the symbol “FTCV”.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended. Forward-looking statements may be identified by the use of the words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These forward-looking statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of eToro’s and FinTech V’s management; are not predictions of actual performance; and are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. There may be additional risks that neither eToro nor FinTech V presently know or that eToro and FinTech V currently believe are immaterial that could also cause actual events and results to differ. In addition, forward-looking statements reflect eToro’s and FinTech V’s expectations, plans or forecasts of future events and views as of the date of this communication. eToro and FinTech V anticipate that subsequent events and developments will cause eToro’s and FinTech V’s assessments to change. While eToro and FinTech V may elect to update these forward-looking statements at some point in the future, eToro and FinTech V specifically disclaim any obligation to do so, unless required by applicable law. For any forward-looking statements made in this press release, eToro and FinTech V claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.