Today, we share with the world some exciting news about a
significant milestone for eToro – our plans to
become a publicly traded company through a business combination
with FinTech Acquisition Corp. V (FinTech V). The Company is
expected to have an estimated implied equity value of approximately
$10.4 billion at closing. FinTech V is a special purpose
acquisition company (SPAC). It went public in December 2020 under
the ticker FTCV with the intent to identify a fintech company with
which to merge.
While today’s announcement is a very significant step, it does
not yet make eToro a public company, nor does it guarantee that the
transaction will close, although we expect to begin trading on the
NASDAQ under a new ticker symbol in 2021. I always envisioned that
one day investors on eToro would be able to invest
in eToro stock, and with this announcement we have taken a
significant step towards achieving that goal. Going public is the
next phase in the evolution of eToro, following our fourteen year
growth journey and our record-breaking expansion.
eToro currently has over 20 million registered
users from more than 100 countries and our social community is
rapidly expanding. In 2020, eToro added over 5 million new
registered users. This momentum is accelerating in 2021 as a new
generation of investors discover the global markets. In January
2021 alone eToro added more than 1.2 million new registered users
to our social network.
Our vision remains unchanged since our founding – to open the
global markets so that everyone can trade and invest in a simple
and transparent way. As a public company, we will continue our
mission of empowering people around the globe by providing them
with access to capital markets and the tools for them to invest
responsibly. We all remain focused on what has made eToro stand out
and what will continue to fuel our success: innovation and customer
focus. Our priority remains delivering the best possible trading
and investing experience to our global community of users.
Today, eToro is the world’s leading social
investment network. So many people have been part of our journey
over the past 14 years – eToro’s growing family of more than 1,100
employees (‘eTorians’ as we like to call ourselves), our partners
and investors, our Popular Investors and each and every user who
has joined us.
I am proud of and grateful for what we have built together – a
global multi-asset platform that merges the unique features of our
time – rapidly evolving technology, accelerated digital adoption,
and the rise of the retail investor. A platform that harnesses
innovation to provide investment literacy and tools for everyone
who wishes to pursue a better future actively and responsibly. A
place that celebrates values of openness, and equality, and allows
a voice for everyone to become part of the wisdom of the crowd, to
learn and grow.
This is a very important time in eToro’s history, and I look to
the future of our journey with excitement and anticipation.
Yoni
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed business combination between FinTech V and eToro.
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. These forward-looking statements
include, but are not limited to, statements as to the expected
timing, completion and effects of the proposed business
combination, are based on various assumptions, whether or not
identified in this press release, 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.
These forward-looking statements are subject to a number of risks
and uncertainties, including but not limited to: the risk that the
proposed business combination may not be completed in a timely
manner or at all; the failure to satisfy the conditions to the
consummation of the proposed business combination; the inability to
complete the PIPE investment; the occurrence of any event, change
or other circumstance that could give rise to the termination of
the proposed merger agreement; the amount of redemption requests
made by FinTech V’s public stockholders; the effect of the
announcement or pendency of the proposed business combination on
eToro’s business; risks that the proposed business combination
disrupts current plans and operations of eToro; potential
difficulties in retaining eToro customers and employees; eToro’s
estimates of its financial performance; changes in general economic
or political conditions; changes in the markets in which the eToro
competes; slowdowns in securities trading or shifting demand for
security trading product; the impact of natural disasters or health
epidemics, including the ongoing COVID-19 pandemic; legislative or
regulatory changes; the evolving digital asset market, including
the regulation thereof; competition; conditions related to eToro’s
operations in Israel; risks related to data security and privacy;
changes to accounting principles and guidelines; potential
litigation relating to the proposed business combination; the
ability to maintain the listing of eToro’s securities on the Nasdaq
Capital Market; the price of eToro’s securities may be volatile;
the ability to implement business plans, and other expectations
after the completion of the proposed business combination; and
unexpected costs or expenses. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of FinTech V’s registration statement on Form S-1 (File No.
333-249646) (the “Form S-1”), eToro’s registration statement on
Form F-4 (when available) and other documents if and when filed by
eToro or FinTech V from time to time with the U.S. Securities and
Exchange Commission (the “SEC”). If any of these risks materialize
or our assumptions prove incorrect, actual events and results could
differ materially from those contained in the forward-looking
statements. 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 press release. 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.
Any financial information or projections in this press release
are forward-looking statements that are based on assumptions that
are inherently subject to significant uncertainties and
contingencies, many of which are beyond eToro’s and FinTech V’s
control. The inclusion of financial information or projections in
this communication should not be regarded as an indication that
eToro or FinTech V, or their respective representatives and
advisors, considered or consider the information or projections to
be a reliable prediction of future events.
The financial information included in this press release has
been taken from or prepared based on eToro’s historical financial
statements. eToro’s historical financial statements have been
audited by Ernst & Young in accordance with generally accepted
auditing standards in Israel and prepared in conformity with
International Financial Reporting Standards. eToro’s historical
financial statements have not been audited in accordance with the
Public Company Oversight Board (“PCAOB”) standards or prepared in
accordance with Regulation S-X promulgated under the Securities Act
of 1933, as amended. eToro cannot assure you that, had the
historical financial information included in this press release
been compliant with Regulation S-X and audited in accordance with
PCAOB standards, there would not be differences, and such
differences could be material. An audit of eToro’s financial
statements in accordance with PCAOB standards is currently in
process and will be included in the proxy statement/prospectus with
respect to the business combination. Accordingly, there may be
material differences between the presentation of eToro’s historical
financial statements included in this press release and in the
proxy statement/prospectus, including with respect to, among
others, the method of accounting for assets held by eToro’s
customers on eToro’s platforms, the method of accounting for
revenue attributable to trading in asset classes and jurisdictions
where we are not registered as a broker-dealer, off balance sheet
items, timing of revenue recognition and asset classification.
No Offer or Solicitation
This press release is not a proxy statement or solicitation or
a proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or exchange, or a solicitation of an
offer to buy or exchange, the securities of eToro, FinTech V or the
combined company, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, sale or exchange
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Additional Information about the Business Combination and
Where to Find It
eToro intends to file a registration statement on Form F-4 with
the SEC, which will include a preliminary proxy statement to be
distributed to FinTech V’s stockholders in connection with FinTech
V’s solicitation of proxies for the vote by FinTech V’s
stockholders with respect to the proposed business combination.
After the registration statement has been filed and declared
effective, FinTech V will mail a definitive proxy statement /
prospectus to its stockholders as of the record date established
for voting on the proposed business combination and the other
proposals regarding the proposed business combination set forth in
the proxy statement. eToro or FinTech V may also file other
documents with the SEC regarding the proposed business
combination.
Before making any voting or investment decision, investors and
security holders are urged to carefully read the entire
registration statement and proxy statement / prospectus and any
other relevant documents filed with the SEC, and the definitive
versions thereof (when they become available and including all
amendments and supplements thereto).
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by eToro or FinTech V through the
website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
eToro and FinTech V and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from stockholders of FinTech V in
connection with the proposed business combination under the rules
of the SEC. FinTech V’s stockholders, eToro’s shareholders and
other interested persons may obtain, without charge, more detailed
information regarding the names, affiliations and interests of
directors and executive officers of eToro and FinTech V in FinTech
V’s final prospectus filed with the SEC on December 7, 2020 or
eToro’s Form F-4 (when available), as applicable, as well as their
other filings with the SEC. Other information regarding persons who
may, under the rules of the SEC, be deemed the participants in the
proxy solicitation of FinTech V’s stockholders in connection with
the proposed business combination and a description of their direct
and indirect interests, by security holdings or otherwise, will be
included in the preliminary proxy statement / prospectus and will
be contained in other relevant materials to be filed with the SEC
regarding the proposed business combination (if and when they
become available). You may obtain free copies of these documents at
the SEC’s website at www.sec.gov.