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Fintech Ecosystem Development Corp. *

Fintech Ecosystem Development Corp. *

May 7, 2021 by Anthony Sozzi

LIQUIDATION – 8/16/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be August 23, 2024.
    • The per-share redemption price will be approximately $10.69.

SUBSEQUENT EVENT – 4/22/24 – LINK

  • The SPAC previously entered into an agreement at IPO for 9.0 million Units for $90.0 million.
  • On April 18, 2024, the Company and Caltech entered into an amendment to the Forward Purchase Agreement (the “Amendment”).
    • The Amendment amends Section 1(a)(i) of the Forward Purchase Agreement regarding share consideration by changing the number and price of shares the Company shall issue and sell to Caltech to 20 million Forward Purchase Shares, for an aggregate purchase price of $100,000,000.

The below-announced combination with RANA FINANCIAL was terminated on 5/16/23.  It will remain on the page for reference purposes only. The Announced combination with MOBITECH Intl. was terminated on 8/16/24 – LINK

BUSINESS COMBINATION: Rana Financial, Inc. [TERMINATED] and Mobitech International LLC [Terminated]

ENTERPRISE VALUE: $198 million
ANTICIPATED SYMBOL: FEXD

Fintech Ecosystem Development Corp. proposes to combine with Rana Financial, Inc. and Mobitech International LLC.

Rana Financial, Inc. (“Rana”) is a licensed money transfer company founded in 2009 as Rana Express and reorganized in 2022 as Rana Financial, Inc. Rana provides affordable, online, and mobile-app fast transfer of funds between the U.S. and Latin America. Rana has been providing money transfer services in the U.S. market for 12 years and has 30,000 active users. Rana’s money transfer business has grown to 200,000 transactions in 2021.

Mobitech International LLC (dba Afinoz) is an artificial intelligence-enabled digital lending platform used by India’s leading banks, non-banking financial companies (“NBFCs”), and Fintech loan providers. Afinoz’ Fintech platform supports enterprises making loans primarily to middle and lower-class borrowers who can obtain Afinoz-mediated loans via its website or through its mobile phone application.

Afinoz’s Fintech platform allows users to obtain loans through its website www.afinoz.com and mobile phone application, which make loans available and affordable to millions of Indian workers and unbanked users by providing access at a low cost. Afinoz’s platform has 50+ lending partners. Afinoz’s database of registered users in India includes more than two million users.

EXTENSION – 4/19/24 – LINK

  • The SPAC approved the extension from April 21, 2024 to October 21, 2024.
    • 2,477,475 shares were redeemed.
    • $0.033/share per month (x6) will be deposited into the trust account.

SUBSEQUENT EVENT – 10/6/23 – LINK

  • The SPAC and Rana entered into a Settlement Agreement and Release to resolve the Lawsuit.
  • The SPAC will deliver 2,600,000 of its shares to Rana as soon as its registration statement on Form S-1 is declared effective following the consummation of its initial Business Combination.

EXTENSION – 4/21/23 – LINK

  • The SPAC approved the extension from April 21, 2023 to April 21, 2024.
    • The number of shares redeemed was not mentioned.
    • The lesser of $0.055 and $110K per month (x12) will be deposited into the trust account.

SUBSEQUENT EVENT – 4/11/23 – LINK

  • The extension vote was adjourned from 4/12/23 to 4/20/23 and the contribution to trust was amended to the lesser of $0.055 and $110K per month (x12)

EXTENSION – 1/17/23 – LINK

  • The SPAC has elected to extend the date by which FEXD has to consummate a business combination from January 21, 2023 to April 21, 2023
    • In connection with the extension, the Sponsor will deposit $1,150,000 into the trust account.

EXTENSION – 10/17/22 – LINK

  • The SPAC has elected to extend the date by which FEXD has to consummate a business combination from October 21, 2022 to January 21, 2022
    • In connection with the extension, the Sponsor will deposit $1,150,000 into the trust account.

TRANSACTION

  • The business combinations value of Rana at an implied $78.0 million enterprise value and Afinoz at an implied $120.0 million enterprise value.
  • The boards of directors of both FEXD, Rana and Afinoz have unanimously approved the proposed transactions, which are expected to be completed in the first quarter of 2023
  • FEXD shall pay a combination of Rana Cash Consideration and Rana Equity Consideration for the Company Common Stock subject to adjustments for Working Capital and Debt, which adjustments shall be secured by an escrow amount equal to $5,711,662
    • “Rana Equity Consideration” means 7,020,000 shares of New Acquiror Class A Common Stock
  • FEXD shall pay a combination of Afinoz Cash Consideration and Afinoz Equity Consideration for the Company Membership Interests subject to adjustments for Working Capital and Debt, which adjustments shall be secured by an escrow amount equal to $700,000
    • “Afinoz Equity Consideration” means 11,500,000 shares of New Acquiror Class A Common Stock

PIPE

  • There is no PIPE for this transaction

LOCK-UP

  • Rana and Alfinoz
    • One year from the Closing Date or when the common shares trade equal or above $12.00 for 20/30 trading days at least 150 days from the Closing Date.
    • Such stockholders and employees have further agreed not to Transfer more than 200,000 Shares during any three-month period until the three-year anniversary of the Effective Date and not to Transfer more than 1,000,000 Shares during a further period thereafter, in each case subject to Permitted Transfers and the termination of restrictions upon expiration or termination of the applicable lock-up agreement.
  • Sponsor
    • One year from the Closing Date or when the common shares trade equal or above $12.00 for 20/30 trading days at least 150 days from the Closing Date.

Employee Optionholder-Specific Terms

  • The resulting Unvested Stock shall be eligible to vest on the following schedule:
    • (a) the first quarter, as of twelve months from the Effective Time
    • (b) the second quarter, as of twenty-four months from the Effective Time
    • (c) the third quarter, as of thirty months from the Effective Time and
    • (d) the fourth quarter, as of thirty-six months from the Effective Time.
  • If the Employee Optionholder terminates the Employee Optionholder’s employment with FEXD and its subsidiaries, at any time before the Unvested Stock has vested and become Vested Stock, then the Employee Optionholder’s Unvested Stock outstanding on the date of termination of employment shall be automatically forfeited.
  • If the Employee Optionholder’s employment with FEXD and its subsidiaries is terminated by FEXD or any of its subsidiaries for Cause at any time before all of the Unvested Stock has vested and become Vested Stock, then all of the Employee Optionholder’s Unvested Stock and Vested Stock shall be automatically forfeited.

NOTABLE CONDITIONS TO CLOSING

  • The Trust Fund contains funds sufficient to pay the Rana Cash Consideration and the Afinoz Cash Consideration, in full
    • “Afinoz Cash Consideration” means $5,000,000.
    • “Rana Cash Consideration” means $7,800,000
      • Total Cash consideration: $12.8M

NOTABLE CONDITIONS TO TERMINATION

  • By either FEXD, Afinoz, or Rana if the Closing has not occurred prior to the 12-month anniversary of the business combination agreement. (9/12/23)

ADVISORS

  • Hughes Hubbard & Reed LLP is serving as legal advisor
  • Houlihan Capital is serving as financial advisors to FEXD.
  • David Kretzmer & Associates is serving as legal advisor to Rana.
  • EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor.

MANAGEMENT & BOARD

Executive Officers

Dr. Saiful Khandaker, 57
Chief Executive Officer, Director

Dr. Khandaker is Group Chief Executive Officer and Founder of FAMA Holdings, Inc., a global developer of FinTech platforms, applications and services established in 2009. FAMA is based in the U.S. with offices in the U.K., India, Bangladesh and Zambia. Dr. Khandaker is currently leading the development of the FAMACASH™ network, a global FinTech ecosystem that is integrating blockchain, artificial intelligence and cloud computing technologies to provide fast, affordable mobile money services in under-served countries such as Bangladesh. To implement the FAMACASH network, Dr. Khandaker has negotiated partnerships and joint ventures with financial service providers and technology leaders in many countries, including a joint venture with Sonali Bank, the national bank of Bangladesh. This joint venture provides a mobile wallet called SonaliPay™ that enables Bangladeshi diaspora workers to use smartphones and laptops to send money to Bangladesh. Dr. Khandaker has also led the development of a stablecoin product called REMIT™ to facilitate cross-border money transfers, as well as a cross-border e-wallet called AfriPay™ to help Africans working overseas, and a neo-bank for Muslim workers called Tohura™. Before founding FAMA, Dr. Khandaker spent more than two decades leading the development of software solutions for Fortune 100 companies as well as startups. He designed the architecture and managed networks that provided airline flight scheduling for Delta Airlines, cellular billing applications for AT&T and BellSouth, and network management software for Cox Communications; and established and managed GE’s outsourcing operation in Bangladesh. He also helped numerous clients modernize their FinTech services as Chief Technology Officer at Mi3. Since 2018 he has served as President of the U.S.-Bangladesh Technology Association of North America. Dr. Khandaker has received numerous industry awards including a top innovation award from the Wireless Technology Forum, a top 40 software company award from the Technology Association of Georgia, and the National FinTech Award in Bangladesh. He has conducted seminars and workshops on cross-border payments and Blockchain systems for bank executives and regulators and senior decision makers across industries. He holds a Doctor of Management degree in Organizational Leadership from University of Phoenix, a Master of Science degree in Technology Management from Mercer University, Stetson School of Business and Economics, and a Bachelor of Science degree in Computer Information Systems from DeVry University.

Jenny Junkeer, 41
Chief Financial Officer 

Jenny Junkeer is a Chartered Accountant with over 17 years’ experience in financial management and consulting. As CEO of Junkeer New Era Consulting, she leads a team of consultants specializing in helping companies launch and optimize business operations in fast-changing industries. Her clients range from small and medium enterprises to large multi-nationals. As a senior level consultant in business acceleration, Jenny has extensive experience helping organizations scale their operations to maximize value. Jenny is an Adjunct Association Professor at Deakin University in Melbourne, Australia, a Board Member of the Global Health Initiative Foundation, and Director of Implementation at ConnectCV. She holds a Bachelor of Commerce Degree (Honors) from Monash University.

Board of Directors

Mubasshir Karim, 24
Director Nominee

Mr. Karim is the Director of Operations at FAMA and has managed global cross-functional teams in the UK, India, Bangladesh, and Zambia for technical development, sales, marketing, and customer support functions. Mubasshir is experienced with third-party application programing interface integrations, the development of blockchain cross-border payment systems, and the development of identity management solutions. He is a certified project management professional, has a Bachelor of Science degree in Computer Science from Wichita State University, and is pursuing an Executive Master of Business Administration from Ohio University.

Michael S. Tomczyk, 72
Director Nominee

Michael S. Tomczyk is an authority on best practices and strategies for managing emerging technologies and applications. For 18 years he led innovation initiatives at the prestigious Wharton School at the University of Pennsylvania as Managing Director of the Mack Institute for Innovation Management, Mack Center for Technological Innovation and Emerging Technologies Research Program. He also served as Innovator in Residence at Villanova University and was a member of the Advanced Computing committee at Temple University. For 10 years he was a member of the Translational Medicine Committee at the University of Pennsylvania Medical School. His degrees include an Masters of Business Administration from UCLA, a Masters in Environmental Studies from the University of Pennsylvania, and a BA in literature and journalism from the University of Wisconsin-Oshkosh. He was a captain in the United States Army, where he was awarded the Bronze Star.

Robin Meister, 62
Director Nominee

Ms. Meister is a seasoned C-Suite executive with extensive expertise in global financial services, risk management and regulation. Robin understands the regulatory challenges and opportunities facing the financial services industry, with special expertise helping businesses to navigate complex regulatory challenges. She has extensive experience in international sanctions, regulatory regimes and money laundering safeguards. She spent over 20 years in senior management positions at BNP Paribas, most recently as Head of U.S. Regulatory Affairs. Her global experience includes managing risk assets in the United States, Asia-Pacific and European Union. Robin has served as a director on the boards of global asset management companies as well as public and private funds. She is experienced in managing critical issues facing the governance, audit and risk committees of boards of directors. She began her career as a futures trader and currently teaches financial services regulation to law students as an adjunct faculty member of New York Law School. Robin earned a Juris Doctor degree from New York Law School, a BS in Finance and BA in Economics from State University of New York.

Lynn Perkins, 59
Director Nominee

Ms. Perkins is an accomplished senior executive with extensive experience as a chief financial officer, chief operating officer and chief administrative officer at major asset management businesses and global investment banks. Her expertise includes growth management, strategic planning and modeling, organizational development, and management of financial systems and processes. For seven years she served as Chief Financial Officer/Senior Vice President at First Eagle Investment Management, based in New York. Previously she was Managing Director, Global Chief Operating Officer, Asset Management Distribution and Marketing at Credit Suisse (New York), and Founding Partner and Chief Administrative Officer at Perella Weinberg Partners. For 20 years she held a variety of senior management positions at Morgan Stanley, including Chief Operating Officer, Investment Banking Division and Head of Institutional Liquidity Sales. As a business leader, Lynn is known for her integrity, work ethic and empathy. She is a Certified Public Accountant and holds a BA in Accounting and Economics from the University of North Carolina. She is a Board Member at CMC Berkshires and Brighter Watts.

 

ByAnthony Sozzi