| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FACA.U | Class B Common Stock | Other | $0 | -1.4M | -44.53% | $0.00 | 1.74M | Nov 3, 2022 | See Footnotes | F1, F3, F4 |
| transaction | FACA.U | Class L Common Stock | Other | $0 | -4.06M | -44.53% | $0.00 | 5.06M | Nov 3, 2022 | See Footnotes | F1, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FACA.U | Warrants | Other | $0 | -2.26M | -43.79% | $0.00 | 2.9M | Nov 3, 2022 | Class A Common Stock | 2.26M | See Footnotes | F1, F2, F3, F4 | |
| transaction | FACA.U | Call option (right to acquire) | Other | $0 | 0 | $0.00* | 0 | Nov 3, 2022 | See Footnotes | $0.00 | See Footnotes | F1, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | On November 3, 2022, Fintech Acquisition LLC (the "Sponsor") distributed for no consideration (i) 1,395,645 shares of Class B Common Stock of the Issuer, (ii) 4,063,995 shares of Class L Common Stock of the Issuer and (iii) 2,262,706 warrants of the Issuer (the securities described in clauses (i), (ii) and (iii), collectively, the "Transferred Securities") to one of its members (the "Member") (the "Distribution"). |
| F2 | Each whole Private Placement Warrant (a "Warrant") is exercisable to purchase one share of Class A Common Stock of the Issuer (each, a "Class A Share") at an exercise price of $11.50 per share, subject to certain anti-dilution adjustments. The Warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination ("IBO") and (ii) 12 months following the closing of the Issuer's IPO. The Warrants (when held by the Sponsor or its permitted transferees) (i) will not be redeemable by the Issuer, (ii) may not (including the Class A Shares issuable upon exercise), subject to certain exceptions, be transferred, assigned or sold until 30 days after the completion of the Issuer's IBO, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Warrants will expire upon the 24-month anniversary of the closing of the IPO if the Issuer's IBO has not been completed prior to such date. |
| F3 | The Sponsor is managed by a Board of Managers, which consists of two individuals--Michael Cagney and Thomas J. Milani. Mr. Cagney is the Chairman of the Board of Directors of the Issuer and Mr. Milani is the Chief Financial Officer of the Issuer. Any actions (including voting and investment decisions) by the Sponsor with respect to the reported securities are made by Board of Managers of the Sponsor and require the unanimous approval of the members of the Board of Managers. As a result, each of Messrs. Cagney and Milani may be deemed to have beneficial ownership over the securities reported herein. |
| F4 | Each of the reporting persons disclaims beneficial ownership over the securities reported herein, except to the extent of his or its pecuniary interest therein. |
| F5 | The Sponsor entered into an agreement with the Member and certain of the Member's affiliates, pursuant to which the Member must cause the Transferred Securities to be contributed back to the Sponsor at the Sponsor's request and in the Sponsor's sole discretion (the "Call Option"). The exercise price for the Call Option is $0. Any such contribution of the Transferred Securities to the Sponsor will be for no consideration. There is no expiration date on the Call Option. |
Exhibit 99 - Joint Filer Statement - Due to an inadvertent administrative error, the Form 4 filed by the reporting persons on February 24, 2021 incorrectly indicated that the Sponsor was a 10% Owner.