NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
FinTech
Acquisition Corp. VI (the “Company”) is a blank check company incorporated in Delaware on November 4, 2020. The Company was
formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other
similar business transaction, one or more operating businesses or assets that the Company has not yet identified (a “Business Combination”).
The
Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early
stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As
of September 30, 2021, the Company had not commenced any operations. All activity for the period from November 4, 2020 (inception) through
September 30, 2021, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which
is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company
will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s
Initial Public Offering became effective on June 23, 2021 (the “Registration Statement”). On June 28, 2021, the Company consummated
the Initial Public Offering of 25,000,000 Units (the “Units” and, with respect to the shares of Class A common stock included
in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment
option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 4.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 690,000 units (the “Private Placement Units”)
at a price of $10.00 per Private Placement Unit in a private placement to FinTech Investor Holdings VI, LLC, a Delaware limited liability
company, and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), generating gross proceeds of $6,900,000, which is described
in Note 5. The manager of FinTech Investor Holdings VI, LLC is Cohen Sponsor Interests VI, LLC.
Transaction
costs amounted to $15,517,893, consisting of $4,400,000 of underwriting fees, $10,600,000 of deferred underwriting fees and $517,893
of other offering costs.
Following
the closing of the Initial Public Offering on June 28, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust
Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company
Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination
and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. Nasdaq Capital Market (“NASDAQ”) rules provide that the Company’s initial Business Combination
must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account
(as defined below) (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing a definitive
agreement in connection with a Business Combination. However, the Company will only complete a Business Combination if the post-Business
Combination company owns or acquires a majority of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There
is no assurance that the Company will be able to successfully effect a Business Combination.
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
The
Company will provide its stockholders with the opportunity to redeem all or a portion of the Public Shares upon the completion of a Business
Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender
offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will
be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of
the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed
to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative
(as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s
warrants. The common stock subject to redemption was recorded at redemption value and classified as temporary equity upon the completion
of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at
least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding
shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide
to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of
incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”),
and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction
is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer
to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If
the Company seeks stockholder approval in connection with a Business Combination, FinTech Investor Holdings VI, LLC and FinTech Masala
Advisors VI, LLC (collectively, the “Sponsor”) and the Company’s officers and directors (together with the Sponsor,
the “Insiders”), have agreed to vote their Founder Shares (as defined in Note 6), the shares of Class A common stock included
in the Private Placement Units (the “Private Placement Shares”) and any Public Shares held by them in favor of approving
a Business Combination.
The Company will have 18 months from the closing
of the Initial Public Offering (the “Combination Period”) to consummate its initial Business Combination. If the Company
is unable to consummate a Business Combination within the Combination Period, the Company will (i) cease all operations except for the
purposes of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including any amounts
representing interest earned on the Trust Account not previously released to the Company to pay its franchise and income taxes and up
to $100,000 to pay dissolution expenses, pro rata to the public stockholders by way of redemption of the Public Shares (which redemption
would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions,
if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets
to its remaining stockholders, as part of its plan of dissolution and liquidation.
The
Company will also provide its stockholders with the opportunity to redeem all or a portion of their Public Shares in connection with
any stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) that would
modify the substance or timing of the Company’s obligation to redeem 100% of Public Shares if it does not complete an initial Business
Combination within the Combination Period or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial
Business Combination activity. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on
deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust
Account, net of taxes payable). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by
the deferred underwriting commissions the Company will pay to the representative (as discussed in Note 7). There will be no redemption
rights with respect to the Company’s warrants in connection with such a stockholder vote to approve such an amendment to the Company’s
amended and restated certificate of incorporation. Notwithstanding the foregoing, the Company may not redeem shares in an amount that
would cause its net tangible assets to be less than $5,000,001. The Insiders have agreed to vote any Founder Shares, Private Placement
Shares and any Public Shares held by them in favor of any such amendment.
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
The
Insiders and Cantor Fitzgerald have agreed to waive their redemption rights with respect to any Founder Shares and Private Placement
Shares, as applicable, (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote
to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s
obligation to redeem 100% of its Public Shares if it does not complete its initial Business Combination within the Combination Period
or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, and
(iii) if the Company fails to consummate a Business Combination within the Combination Period. The Insiders have also agreed to waive
their redemption rights with respect to any Public Shares held by them in connection with the consummation of a Business Combination
and in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify
the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete its initial Business
Combination within the Combination Period or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial
Business Combination activity. However, the Insiders will be entitled to redemption rights with respect to Public Shares if the Company
fails to consummate a Business Combination or liquidates within the Combination Period. Cantor Fitzgerald will have the same redemption
rights as a public stockholder with respect to any Public Shares they acquire. The representative of the underwriters has agreed to waive
its rights to deferred underwriting commissions held in the Trust Account in the event the Company does not consummate a Business Combination
within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be
available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of
the residual assets remaining available for distribution (including Trust Account assets) will be less than the Initial Public Offering
price per Unit. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although
the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages (except for
the Company’s independent registered public accounting firm), execute agreements with the Company waiving any claim of any kind
in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. FinTech Investor
Holdings VI, LLC has agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not
reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for service rendered, contracted
for or products sold to the Company. However, it may not be able to satisfy those obligations should they arise.
Notwithstanding
the foregoing redemption rights, if the Company seeks stockholder approval of its Business Combination and it does not conduct redemptions
in connection with its Business Combination pursuant to the tender offer rules, the amended and restated certificate of incorporation
provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is
acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its
shares with respect to an aggregate of 15% or more of the shares sold in the Initial Public Offering. However, there is no restriction
on the Company’s stockholders’ ability to vote all of their shares for or against a Business Combination.
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS
In connection with the preparation of the Company’s
condensed financial statements as of September 30, 2021, the Company concluded it should restate its financial statements to classify
all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC
480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to
be classified outside of permanent equity. The Company previously determined the Class A common stock subject to possible redemption
to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result
in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary
equity as part of net tangible assets. Effective with these financial statements, the Company restated this interpretation to include
temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock
as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering
and in accordance with ASC 480.
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
As a result, management has noted a reclassification
error related to temporary equity and permanent equity. This resulted in a restatement of the initial carrying value of the Class A
common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated
deficit and Class A common stock.
In connection with the change in presentation
for the Class A common stock subject to redemption, the Company also restated its income (loss) per common share calculation to allocate
net income (loss) pro rata Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely
outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.
There has been no change in the Company’s
total assets, liabilities or operating results.
The impact of the restatement on the Company’s financial statements
is reflected in the following tables.
Balance Sheet as of June 28, 2021
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Class A common stock subject to possible redemption
|
|
$
|
227,606,820
|
|
|
$
|
22,393,180
|
|
|
$
|
250,000,000
|
|
Class A common stock
|
|
$
|
293
|
|
|
$
|
(224
|
)
|
|
$
|
69
|
|
Additional paid-in capital
|
|
$
|
5,531,826
|
|
|
$
|
(5,531,826
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
$
|
(532,973
|
)
|
|
$
|
(16,861,130
|
)
|
|
$
|
(17,394,103
|
)
|
Total Stockholders’ Equity (Deficit)
|
|
$
|
5,000,002
|
|
|
$
|
(22,393,180
|
)
|
|
$
|
(17,393,178
|
)
|
Number of shares subject to redemption
|
|
|
22,760,682
|
|
|
|
2,239,318
|
|
|
|
25,000,000
|
|
Balance Sheet as of June 30, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Class A common stock subject to possible redemption
|
|
$
|
227,513,770
|
|
|
$
|
22,486,230
|
|
|
$
|
250,000,000
|
|
Class A common stock
|
|
$
|
294
|
|
|
$
|
(225
|
)
|
|
$
|
69
|
|
Additional paid-in capital
|
|
$
|
5,624,875
|
|
|
$
|
(5,624,875
|
)
|
|
$
|
—
|
|
Retained earnings
|
|
$
|
(626,020
|
)
|
|
$
|
(16,861,130
|
)
|
|
$
|
(17,487,150
|
)
|
Total Stockholders’ Equity (Deficit)
|
|
$
|
5,000,005
|
|
|
$
|
(22,393,230
|
)
|
|
$
|
(17,486,225
|
)
|
Number of shares subject to redemption
|
|
|
22,751,377
|
|
|
|
2,248,623
|
|
|
|
25,000,000
|
|
Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
|
25,000,000
|
|
|
|
(24,435,385
|
)
|
|
|
564,615
|
|
Basic and diluted net income per share, Class A common stock
|
|
$
|
—
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.08
|
)
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
|
7,600,476
|
|
|
|
15,165
|
|
|
|
7,585,311
|
|
Basic and diluted net income per share, Class B common stock
|
|
$
|
—
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.08
|
)
|
Statement of Operations for the Six Months Ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock
|
|
|
25,000,000
|
|
|
|
24,714,556
|
|
|
|
285,444
|
|
Basic and diluted net income per share, Class A common stock
|
|
$
|
—
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.10
|
)
|
Basic and diluted weighted average shares outstanding, Class B common stock
|
|
|
7,586,171
|
|
|
|
1,608,431
|
|
|
|
5,977,740
|
|
Basic and diluted net income per share, Class B common stock
|
|
$
|
(0.08
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.10
|
)
|
Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
Non-Cash investing and financial activities:
|
|
|
|
|
|
|
|
|
|
Initial classification of Class A common stock subject to possible redemption
|
|
$
|
227,606,820
|
|
|
$
|
(227,606,820
|
)
|
|
$
|
—
|
|
Change in value of Class A common stock subject to possible redemption
|
|
$
|
(93,050
|
)
|
|
$
|
93,050
|
|
|
$
|
—
|
|
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
NOTE
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position,
results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include
all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating
results and cash flows for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on
June 24, 2021 as well as the Company’s Current Report on Form 8-K, as filed with the SEC on July 2, 2021, as restated in accordance
with Note 2 above. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results
to be expected for the year ending December 31, 2021 or for any future periods.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial
statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current
information becomes available and, accordingly, the actual results could differ significantly from those estimates.
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2021.
Investments
Held in Trust Account
The Company’s portfolio of investments
held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or
a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities
are presented on the balance sheet at fair value at the end of each reporting period. At September 30, 2021, the $250,003,287 in the
Trust Account was held in Mutual Funds which invest in U.S. Treasury securities.
Offering
Costs
Offering costs consisted of underwriting, legal,
accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented
as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were initially
charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering.
Offering costs amounted to $15,517,893, of which $14,986,405 were charged to stockholders’ equity (deficit) upon the completion
of the Initial Public Offering and $531,488 were expensed to the condensed statements of operations.
Class
A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”
Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally
redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.
At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares of Class A common stock
features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain
future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value
as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Under ASC 480-10-S99,
the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security
to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were
also the redemption date for the security.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to
equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock
are affected by charges against additional paid in capital and accumulated deficit.
At September 30, 2021, the Class A common stock
reflected in the condensed balance sheet is reconciled in the following table:
Gross proceeds
|
|
$
|
250,000,000
|
|
Less:
|
|
|
|
|
Proceeds allocated to Public Warrants
|
|
$
|
(8,562,500
|
)
|
Class A common stock issuance costs
|
|
|
(15,004,143
|
)
|
Plus:
|
|
|
|
|
Accretion of carrying value to redemption value
|
|
$
|
23,566,643
|
|
|
|
|
|
|
Class A common stock subject to possible redemption
|
|
$
|
250,000,000
|
|
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax
assets were deemed to be de minimis as of September 30, 2021.
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September
30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position.
The
Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative
costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30,
2021, the Company recorded no income tax expense. The Company’s effective tax rate for the three and nine months ended September
30, 2021 was approximately 0%, which differs from the expected income tax rate due to the start-up costs (discussed above) which are
not currently deductible.
The
Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential
examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance
with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since
inception.
Net Income (Loss) per Common Share
The Company complies with the accounting and
disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class
method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings
per share as the redemption value approximates fair value.
The calculation of diluted income (loss)
per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private
placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase
6,422,500 Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts
that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted
net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.
The
following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
|
|
Three Months Ended
September 30, 2021
|
|
|
Nine Months Ended
September 30, 2021
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic and diluted net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net income, as adjusted
|
|
$
|
1,144,541
|
|
|
$
|
381,514
|
|
|
$
|
507,974
|
|
|
$
|
392,061
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
25,690,000
|
|
|
|
8,563,333
|
|
|
|
10,168,958
|
|
|
|
7,956,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income (loss) per common share
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses
on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their
short-term nature.
Warrant
Liabilities
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC
815”). The Company accounted for the 6,422,500 warrants issued in connection with the Initial Public Offering and Private Placement
in accordance with the guidance contained in ASC 815 whereby under that provision the warrants do not meet the criteria for equity treatment
and must be recorded as a liability. Accordingly, the Company classified the warrant instrument as a liability at fair value and will
adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the
warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations.
Recent
Accounting Standards
In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which
simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes
certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies
the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023,
including interim periods within those fiscal years, with early adoption permitted. The impact of the adoption of ASU 2020-06 is being
assessed by the Company, however no significant impact on the condensed financial statements is anticipated.
Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s condensed financial statements.
NOTE
4. PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 25,000,000 units, which includes a partial exercise by the underwriters of their over-allotment
option in the amount of 3,000,000 units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock
and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one
share of Class A common stock at an exercise price of $11.50, subject to adjustment (see Note 8).
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
NOTE
5. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, FinTech Investor Holdings VI, LLC and Cantor Fitzgerald purchased an aggregate of 690,000
Private Placement Units at a price of $10.00 per unit (580,000 Private Placement Units by FinTech Investor Holdings VI, LLC and 110,000
Private Placement Units by Cantor Fitzgerald) for an aggregate purchase price of $6,900,000 in the private placement. Each Private Placement
Unit consists of one share of Class A common stock and one-fourth of one warrant (the “Private Placement Warrant”). Each
whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to
adjustment. The proceeds from the sale of the Private Placement Units were added to the proceeds from the Initial Public Offering held
in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale
of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law)
and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust
Account with respect to the Private Placement Warrants.
NOTE
6. RELATED PARTY TRANSACTIONS
Founder
Shares
On
February 2, 2021, the Company filed an amendment to its Certificate of Incorporation to, among other things, create two classes of common
stock, Class A and Class B. On the same date, in February 2021, the Company issued an aggregate of 8,653,333 shares of Class B common
stock to FinTech Investor Holdings VI, LLC (the “Founder Shares”) for an aggregate purchase price of $25,000. In May 2021,
the Company effected a stock dividend of 1.001155625 shares of Class B common stock for each share of Class B common stock outstanding
prior to the dividend. As a result, FinTech Investor Holdings VI, LLC held 8,663,333 Founder Shares. As a result of the underwriters’
decision to partially exercise its over-allotment, 100,000 shares of Class B common stock have been forfeited, resulting in an aggregate
of 8,563,333 Founder Shares issued and outstanding. As a result of the underwriters’ election to partially exercise their over-allotment
option on June 28, 2021, a total of 1,000,000 Founder Shares are no longer subject to forfeiture.
The
Insiders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) (i) with respect to
25% of such shares, until consummation of the Company’s initial Business Combination, (ii) with respect to 25% of such shares,
until the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the
consummation of a Business Combination, (iii) with respect to 25% of such shares, until the closing price of the Class A common stock
exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv)
with respect to 25% of such shares, until the closing price of the Class A common stock exceeds $17.00 for any 20 trading days within
a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination,
the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all
of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Administrative
Services Agreement
The Company agreed, commencing on June 24, 2021
through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor or an affiliate
or designee of the Sponsor $32,500 per month for office space, administrative and shared personnel support services. The Company incurred
and paid $97,500 and $97,500 in fees for these services for the three and nine months ended September 30, 2021, respectively.
Promissory
Note — Related Party
On February 2, 2021, the Company issued a promissory
note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000 to be used for the payment
of costs related to the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured
and due on the earlier of June 30, 2021, or the completion of the Initial Public Offering. As of June 28, 2021, there was $109,769 outstanding
under the Note. The outstanding balance under the Note of $109,769 was subsequently repaid on June 29, 2021. Borrowings under the Promissory
Note are no longer available.
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s management
team or any of their respective affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”), which will be repaid only upon the consummation of a Business Combination. If the Company does not consummate a Business
Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital Loans; however, no
proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Working Capital Loans, the
unpaid amounts would be forgiven. The Working Capital Loans may be converted into units at a price of $10.00 per unit at the option of
the holder. The units would be identical to the Private Placement Units. As of September 30, 2021, there were no amounts outstanding
under the Working Capital Loans.
NOTE
7. COMMITMENTS
Risks
and Uncertainties
Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Registration
Rights
Pursuant to a registration rights agreement entered
into on June 23, 2021, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and the units
that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of
the Private Placement Warrants and the warrants included in the units that may be issued upon conversion of the Working Capital Loans
and upon conversion of Founder Shares) are entitled to registration rights, requiring the Company to register such securities for resale
(in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of the majority of
these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to the completion of the Company’s Business Combination and rights to require the Company to register for resale such securities
pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, Cantor Fitzgerald may not exercise any demand and “piggyback”
registration rights after five (5) and seven (7) years after the effective date of the Registration Statement and may not exercise any
demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
Warrant
Amendments
The warrant agreement provides that the terms
of the warrants may be amended without the consent of any stockholder or warrant holder to cure any ambiguity or correct any defective
provision or to make any amendments that are necessary in the good faith determination of the board of directors of the Company (taking
into account then existing market precedents) to allow for the warrants to be classified as equity in the Company’s financial statements,
but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects
the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants (i) in
a manner adverse to a holder of public warrants if holders of at least 65% of the then outstanding public warrants approve of such amendment
or (ii) to the extent necessary for the warrants in the good faith determination of the board of directors of the Company (taking into
account then existing market precedents) to allow for the warrants to be classified as equity in the Company’s financial statements
without the consent of any warrant holder. Although the Company’s ability to amend the terms of the public warrants with the consent
of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other
things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease
the number of shares of Class A common stock purchasable upon exercise of a warrant. As September 30, 2021, there has been no amendment
to the warrants.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the Initial
Public Offering price, less the underwriting discounts and commissions. On June 28, 2021, the underwriters elected to partially exercise
their over-allotment option to purchase an additional 3,000,000 Units and forfeited their option to purchase an additional 300,000 Units.
The
underwriters are entitled to a deferred fee of (i) 4.0% of the gross proceeds of the initial 22,000,000 Units sold in the Initial Public
Offering, or $8,800,000, and (ii) 6% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $1,800,000.
The aggregate deferred fee due to the underwriters is $10,600,000. The deferred fee will become payable to the representative from the
amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the
underwriting agreement.
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
NOTE
8. STOCKHOLDERS’ EQUITY
Preferred
Stock — On June 24, 2021, the Company filed an amended and restated certificate of incorporation, pursuant to which it
is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, rights and preferences
as may be determined from time to time by the Company’s Board of Directors. At September 30, 2021, there were no shares of preferred
stock issued or outstanding.
Class A Common Stock — On
June 24, 2021, the Company filed an amended and restated certificate of incorporation, pursuant to which it is authorized to issue 60,000,000
shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each
share. At September 30, 2021, there were 25,690,000 shares of Class A common stock issued and outstanding, including 25,000,000 shares
of Class A common stock subject to possible redemption which are presented as temporary equity.
Class
B Common Stock — On June 24, 2021, the Company filed an amended and restated certificate of incorporation, pursuant to
which it is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s
Class B common stock are entitled to one vote for each share. At September 30, 2021, there were 8,563,333 shares of Class B common stock
issued and outstanding so that the Founder Shares represent 25% of the Company’s aggregate Founder Shares, Private Placement Shares
and issued and outstanding Public Shares after the Initial Public Offering.
Holders
of Class B common stock will vote on the election of directors prior to the consummation of a Business Combination. Holders of Class
A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders
except as required by law.
The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on
a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are
issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination,
the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders
of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed
issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal,
in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock issued and outstanding upon
completion of the Initial Public Offering, including Private Placement Shares, plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued,
or to be issued, to any seller in a Business Combination).
NOTE
9. WARRANTS LIABILITIES
Warrants — As of September
30, 2021, there were 6,250,000 Public Warrants and 172,500 Private Placement Warrants outstanding. Public Warrants may only be exercised
for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become
exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial
Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption
or liquidation.
The
Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A
common stock underlying the Public Warrants is then effective and a current prospectus relating thereto is current, subject to the Company
satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated
to issue shares of Class A common stock upon exercise of the Public Warrant, unless Class A common stock issuable upon such warrant exercise
has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of
the warrants.
The
Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination,
the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective,
a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise
of the warrants. The Company will use its best efforts to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the
above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange
such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may,
at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain
in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available.
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Redemption
of Warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable,
the Company may call the warrants for redemption:
|
●
|
in whole and not in part;
|
|
|
|
|
●
|
at a price of $0.01 per warrant;
|
|
|
|
|
●
|
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
|
|
|
|
●
|
if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
|
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
If
the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise
the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number
of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event
of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required
to net cash settle the warrants.
Redemption
of Warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable,
the Company may call the warrants for redemption:
|
●
|
in whole and
not in part;
|
|
|
|
|
●
|
at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair
market value” of the Class A common stock;
|
|
|
|
|
●
|
if,
and only if, the closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading
day period ending three business days before the Company sends the notice of redemption to the warrant holders; and
|
|
|
|
|
●
|
if
the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before
the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number
of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called
for redemption on the same terms as the outstanding Public Warrants, as described above.
|
In
addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common stock (with
such issue price or effective issue price to be determined in good faith by the Company and, in the case of any such issuance to the
Sponsor or its affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than
50% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion
of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A common stock
during the 20 trading day period starting on the trading day prior to the day on which the Company completes its Business Combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption
trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued
Price, respectively.
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that
the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be
transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, Cantor Fitzgerald or their
permitted transferees (subject to the exception described above). If the Private Placement Warrants are held by someone other than the
Sponsor, Cantor Fitzgerald or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable
by such holders on the same basis as the Public Warrants.
NOTE
10. FAIR VALUE MEASUREMENTS
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
|
Level
1:
|
Quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
Level
2:
|
Observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
and quoted prices for identical assets or liabilities in markets that are not active.
|
|
Level
3:
|
Unobservable
inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.
|
The
following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair
value:
Description
|
|
Level
|
|
|
September 30,
2021
|
|
Assets:
|
|
|
|
|
|
|
Investments held in Trust Account
|
|
|
1
|
|
|
$
|
250,003,287
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Warrant liability – Public Warrants
|
|
|
1
|
|
|
$
|
6,687,500
|
|
Warrant liability – Private Placement Warrants
|
|
|
2
|
|
|
|
184,575
|
|
The
Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying
condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair
value presented within the condensed statements of operations.
FINTECH
ACQUISITION CORP. VI
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
At the time of issuance, the Warrants were valued
using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary
unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected
volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’
companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price
of the Public Warrant price will be used as the fair value as of each relevant date. As of September 30, 2021, the Private Placement
Warrants are classified as Level 2 due to the use of a quoted price in an active market for a similar liability.
The
following table provides quantitative information regarding Level 3 fair value measurements:
|
|
September 30,
2021
|
|
Stock price
|
|
$
|
9.76
|
|
Exercise price
|
|
$
|
11.50
|
|
Expected term (in years)
|
|
|
5.5
|
|
Volatility
|
|
|
25.0
|
%
|
Risk-free rate
|
|
|
1.0
|
%
|
Dividend yield
|
|
|
0.0
|
%
|
Transfers
to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.
The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the
three and nine months ended September 30, 2021 was $6,687,000. The estimated fair value of the Private Warrants transferred from a Level
3 measurement to a Level 2 fair value measurement during the three and nine months ended September 30, 2021 was $184,575.
NOTE
11. SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial
statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the condensed financial statements.