FTAC SEC filings, in plain English
Everything Fintech Acquisition Corp. III has filed with the SEC that we hold — 40 filings, newest first, 17 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: FinTech Acquisition Corp. III filed its 10-Q for the quarter ended September 30, 2020, with 35,430,000 Class A and 8,857,500 Class B shares outstanding as of October 14, 2020 — the last quarterly report before the Paya combination closed. Why it matters: The final standalone financial picture of FTAC as a SPAC, filed the same day as the merger vote.
What changed vs 2020-07-29trust $353.5M → $352.8M -0%sponsor loan $500K → $900Kshares 33.3M → 33.2M -0%trust account, sponsor loans outstanding, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $353.5M$352.8M
- Sponsor loans outstanding
- $500K$900K
- Redeemable shares
- 33.3M33.2M
- Combination deadline
- 2020-11-20 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $636,350 left the trust between the two filings.
The clause …“expenses 59,357 139,494 Total Current Assets 490,688 698,247 Investments held in Trust Account 352,842,431 351,859,705 Total Assets $ 353,333,119 $ 352,557,952 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts”…
SpacBrain reads this as the sponsor has advanced $400,000 more.
The clause …“would be identical to the Placement Warrants. As of September 30, 2020, the outstanding balance under the Promissory Note amounted to an aggregate of $ 900,000 . 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management”…
SpacBrain reads this as 150,159 shares are no longer redeemable.
The clause “00 shares authorized; 2,258,765 and 2,168,446 issued and outstanding (excluding 33,171,235 and 33,261,554 shares subject to possible redemption) as of September 30, 2020 and December 31, 2019, respectively 226 217 Class B common stock, $”…
The clause …“to redeem 100 % of its Public Shares if it does not complete an initial Business Combination by November 20, 2020 (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest”…
The clause …“Combination. The Company's liquidity and mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going concern through November 20, 2020, the scheduled liquidation date of the Company. These”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: FinTech Acquisition Corp. III held its special meeting on October 15, 2020 to vote on the GTCR-Ultra/Paya merger, with 44,287,500 shares of Class A and Class B common stock outstanding and entitled to vote as of the September 4, 2020 record date. Why it matters: This is the stockholder vote that clears the way to close the Paya combination in Q4 2020, and the point at which non-redeeming FTAC holders became Paya holders.
What changed: The companion 8-K for September 30, 2020 furnishes the same updated investor-presentation slides for the GTCR-Ultra/Paya transaction under Item 7.01. Why it matters: Duplicate of the same-day Rule 425 filing; no new deal information for FTAC holders weighing redemption.
What changed: FinTech Acquisition Corp. III furnished a further update of the Paya investor-presentation slides on September 30, 2020 under Item 7.01, again revising the August 3, 2020 deck. Why it matters: Continued deal marketing in the fortnight before the October 15 vote; furnished, not filed, and it changes no transaction terms.
What changed: On September 23, 2020 Paya and FinTech III announced that Parent had filed the Form S-4 containing the definitive proxy statement/prospectus, with mailing to record holders on or about September 25 and a virtual special meeting set for October 15, 2020 at 10:00 am ET (record date September 4, 2020). Why it matters: This sets the vote date and therefore the redemption election window for FTAC holders; the combined company was to list as PAYA with GTCR remaining largest stockholder.
What changed: FinTech Acquisition Corp. III issued definitive materials for a special meeting in lieu of its 2020 annual meeting, on the Agreement and Plan of Merger dated August 3, 2020 with GTCR-Ultra Holdings, LLC, FinTech Acquisition Corp. III Parent Corp., a merger subsidiary, GTCR/Ultra Blocker, Inc. and GTCR Fund XI/C LP. The Company becomes a subsidiary of Parent, Paya's holding entities are contributed to Parent for cash and stock, and Parent is renamed Paya Holdings Inc. The prospectus covers 143,950,062 shares of Parent common stock. Why it matters: The mix moves with redemptions rather than the price: on current capitalisation and no redemptions the sellers take an estimated $561.6 million in cash and 48.3 million Parent shares, while assuming $137.5 million of redemptions they take an estimated $424.1 million in cash and 62.1 million shares — more stock, less cash, and more dilution for holders who stay. Up to 14,000,000 Earnout Shares follow if the closing price clears thresholds for 20 of any 30 consecutive trading days in the five years after closing. The equity is counted at a $10.00 per share value.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2021-04-04
SpacBrain reads this as the agreement may be terminated from 2021-04-04.
The clause …“By either the Company or Seller if: closing has not occurred on or before the Outside Date, with the Outside Date being automatically extended to April 4, 2021 if the Company’s stockholders approve an extension of the deadline for the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: The companion 8-K for September 21, 2020 furnishes the same updated investor-presentation slides on the Paya transaction under Item 7.01, noting Parent's Form S-4 registration statement is on file with the SEC. Why it matters: Confirms the S-4 is filed, the step that has to precede mailing a proxy and setting the redemption deadline for FTAC holders.
What changed: FinTech Acquisition Corp. III furnished updated investor-presentation slides on September 21, 2020 under Item 7.01, revising the deck originally furnished August 3, 2020 for use with existing and potential stockholders on the GTCR-Ultra/Paya transaction. Why it matters: Refreshed deal marketing ahead of the stockholder vote; furnished rather than filed, so it carries no new binding terms.
What changed: On September 21, 2020 Paya announced a definitive agreement to acquire The Payment Group, which serves more than 600 utility and municipal government clients, with closing expected in early October — its third bolt-on after Stewardship Technology (2018) and First Billing Services (2019). Why it matters: The target is adding acquisitions while the FTAC merger is pending, so the business FTAC holders vote on in October is larger than the one described in August.
What changed: A Rule 425 filing carries Betsy Cohen's Law360 Q&A of August 5, 2020, describing the four criteria FinTech Acquisition Corp. III applied in selecting Paya and noting that sponsor equity vests in tiers and part of the consideration is an earnout tied to post-closing stock price. Why it matters: Sponsor economics are explicitly staged rather than fully vested at close, which reduces the usual sponsor-versus-public-holder misalignment in this deal.
What changed: FinTech Acquisition Corp. III Parent Corp. filed Paya CEO Jeff Hack's IPO Edge Q&A of August 5, 2020, in which he states Paya processes over $30 billion of payment volume for more than 100,000 customers and that 85% of volume is card-not-present. Why it matters: Deal-marketing disclosure with the target's operating scale attached — the numbers FTAC holders were being asked to value in deciding whether to redeem.
What changed: FinTech Acquisition Corp. III's 8-K for August 3, 2020 attaches the same executed Agreement and Plan of Merger with the GTCR-Ultra entities, FinTech Acquisition Corp. III Parent Corp. and FinTech III Merger Sub Corp. as Exhibit 2.1. Why it matters: The 8-K is the filing that formally puts the Paya combination on FTAC's record, starting the proxy and redemption clock for holders.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2020-11-20
SpacBrain reads this as the agreement may be terminated from 2020-11-20.
The clause …“circumstances, including if the Transactions have not been consummated by November 20, 2020 (the “ outside date ”), with the outside date being automatically extended to April 4 , 2021 if the Company’s stockholders approve an”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A second Rule 425 filing on August 3, 2020 carries the same executed Agreement and Plan of Merger dated August 3, 2020 among the GTCR-Ultra entities, FinTech Acquisition Corp. III, its Parent Corp., Merger Sub, GTCR/Ultra Blocker and GTCR Fund XI/C LP. Why it matters: Duplicate merger-communication filing of the operative deal document; the substance is the FTAC/Paya transaction terms, not new information.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2020-11-20 · unchanged
The clause …“circumstances, including if the Transactions have not been consummated by November 20, 2020 (the “ outside date ”), with the outside date being automatically extended to April 4 , 2021 if the Company’s stockholders approve an”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: FinTech Acquisition Corp. III filed the executed Agreement and Plan of Merger dated August 3, 2020 among GTCR-Ultra Holdings, GTCR-Ultra Holdings II, FinTech III Merger Sub Corp., the company, FinTech Acquisition Corp. III Parent Corp., GTCR/Ultra Blocker and GTCR Fund XI/C LP. Why it matters: This is the definitive agreement for FTAC's business combination with GTCR's payments business Paya; it includes an earnout, a PIPE investment and a sponsor agreement, and it converts FTAC from a searching SPAC into a deal SPAC.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2020-11-20 · unchanged
The clause …“circumstances, including if the Transactions have not been consummated by November 20, 2020 (the “ outside date ”), with the outside date being automatically extended to April 4 , 2021 if the Company’s stockholders approve an”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: FinTech Acquisition Corp. III's Q2 2020 10-Q reports $353,478,781 held in the trust account (up from $351,859,705 at December 31, 2019) against operating cash of just $148,451, down from $450,998 at year-end. Why it matters: Trust value keeps rising while cash outside the trust falls to about $148,000 — the classic squeeze that pushes a SPAC to sign a deal, which FTAC did five days later.
What changed vs 2020-05-07trust $353.5M → $353.5M +0%shares 33.3M → 33.3M -0%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $353.5M$353.5M
- Redeemable shares
- 33.3M33.3M
- Combination deadline
- 2020-11-20 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $500K · unchanged
SpacBrain reads this as $15,495 was added to the trust between the two filings.
The clause …“expenses 114,900 139,494 Total Current Assets 263,351 698,247 Investments held in Trust Account 353,478,781 351,859,705 Total Assets $ 353,742,132 $ 352,557,952 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts”…
SpacBrain reads this as 24,820 shares are no longer redeemable.
The clause “00 shares authorized; 2,108,606 and 2,168,446 issued and outstanding (excluding 33,321,394 and 33,261,554 shares subject to possible redemption) as of June 30, 2020 and December 31, 2019, respectively 211 217 Class B common stock, $”…
The clause …“to redeem 100 % of its Public Shares if it does not complete an initial Business Combination by November 20, 2020 (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest”…
The clause …“with such Business Combination. The mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going concern through November 20, 2020, the scheduled liquidation date of the Company. These”…
The clause …“would be identical to the Placement Warrants. As of June 30, 2020, the outstanding balance under the Promissory Note amounted to an aggregate of $ 500,000 . 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: FinTech Acquisition Corp. III's Q1 2020 10-Q shows operating cash of $449,937 (versus $450,998 at December 31, 2019) and prepaid expenses of $156,503, with 35,430,000 Class A and 8,857,500 Class B shares outstanding as of May 7, 2020. Why it matters: Operating cash outside the trust is under half a million dollars while the SPAC is still searching, so any extended search would need sponsor loans.
What changed vs 2019-11-12trust $350.5M → $353.5M +1%going concern APPEAREDshares 33.2M → 33.3M +0%trust account, going-concern doubt, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $350.5M$353.5M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 33.2M33.3M
- Sponsor loans outstanding
- not previously extracted$500K
- Combination deadline
- 2020-11-20 · unchanged
SpacBrain reads this as $2,926,358 was added to the trust between the two filings.
The clause …“expenses 156,503 139,494 Total Current Assets 606,440 698,247 Investments held in Trust Account 353,463,286 351,859,705 Total Assets $ 354,069,726 $ 352,557,952 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“Combination. The liquidity condition and date for mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern through November 20, 2020, the scheduled liquidation date of the Company. These”…
SpacBrain reads this as 165,098 more shares carry a redemption right.
The clause “00 shares authorized; 2,083,786 and 2,168,446 issued and outstanding (excluding 33,346,214 and 33,261,554 shares subject to possible redemption) as of March 31, 2020 and December 31, 2019, respectively 208 217 Class B common stock,”…
The clause …“would be identical to the Placement Warrants. As of March 31, 2020, the outstanding balance under the Promissory Note amounted to an aggregate of $500,000. 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is”…
The clause …“to redeem 100% of its Public Shares if it does not complete an initial Business Combination by November 20, 2020 (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: FinTech Acquisition Corp. III filed its 10-K for fiscal 2019, reporting 35,430,000 Class A and 8,857,500 Class B shares outstanding as of March 13, 2020 and an aggregate non-affiliate market value of approximately $338.4 million as of June 30, 2019. Why it matters: The annual report is the reference document for FTAC's trust, deadline and search status entering the year in which it announced the Paya combination.
What changed vs 2019-03-28trust $345.9M → $351.9M +2%going concern APPEAREDtrust account, going-concern doubt, sponsor loans outstanding +22 moved · 3 with no prior record of ours
- Trust account
- $345.9M$351.9M
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- not previously extracted$500K
- Redeemable shares
- not previously extracted33.3M
- Combination deadline
- 2020-11-20 · unchanged
SpacBrain reads this as $5,919,677 was added to the trust between the two filings.
The clause “8 Balance Sheet Data: Cash $ 450,998 $ 2,300,398 Cash and marketable securities held in Trust Account 351,859,705 345,940,028 Total assets 352,557,952 348,332,922 Total liabilities 14,942,406 14,993,295 Common stock subject to possible”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2019, we had $450,998 in cash held outside the trust account and”…
The clause “The warrants would be identical to the placement warrants. On March 6, 2020, we borrowed $500,000 under the Promissory Note. 38 Liquidity and Going Concern In order to fund working capital deficiencies or finance transaction costs in”…
The clause “00 shares authorized; 2,168,446 and 2,596,038 issued and outstanding (excluding 33,261,554 and 32,833,962 shares subject to possible redemption) as of December 31, 2019 and 2018, respectively 217 260 Class B common stock, $0.0001 par”…
The clause …“case until we have entered into a definitive agreement regarding our initial business combination, failed to complete our initial business combination by November 20, 2020 or liquidated prior to November 20, 2020. The prohibitions”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.