Update on Business Combination

Financials Acquisition Corp

13 November 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

13 November 2023

FINANCIALS ACQUISITION CORP

Update on Business Combination

Cancellation of EGM

Update on Business Combination

Financials Acquisition Corp (the "Company") today announces the termination of the business combination agreement entered into with, among others, London Innovation Underwriters Limited ("LIU") on 30 October 2023 regarding a proposed business combination (the "Business Combination"), in light of LIU receiving insufficient commitments, given volatile capital markets, to ensure that the Minimum Cash Condition (as defined in the circular posted to shareholders of the Company on 30 October 2023, the "Circular") could be satisfied.

Cancellation of EGM

In view of the termination of the Business Combination Agreement, the Company announces that the extraordinary general meeting of the Company to be held at 10:00 a.m. on 14 November 2023, notice of which was included in the Circular, has been cancelled.

Next Steps for the Company

Company believes that it is unlikely that it will be able to complete a business combination on or before 31 December 2023 (the "Business Combination Deadline"), being the deadline for completion under the Company's memorandum and articles of association (the "Articles"), and the Company does not plan to seek a further extension period to the Business Combination Deadline.

Consequently, the Company proposes to cease operations, other than for the purpose of returning funds to Shareholders and conducting an orderly winding up of the Company. In order to ensure due payment of creditors, the Company proposes to appoint a liquidator as soon as practicable to administer the winding up of operations, and expects to release a further announcement regarding this process in due course.

The Company proposes to redeem its Class A Ordinary Shares, at a per-share price calculated pursuant to the Articles, in advance of the Business Combination Deadline, and shall notify shareholders with further information regarding such automatic redemption in due course. As promptly as is reasonably possible following the redemptions in anticipation of winding up, and subject to the approvals and conditions set out in the Articles, the Company shall liquidate and dissolve.

There are no redemption rights or liquidating distributions with respect to the Public Warrants, which will automatically expire without value upon completion of the liquidation of the Company.

Redemption elections in connection with the Business Combination

Redemption elections made for all or a portion of the Class A Ordinary Shares held by shareholders, as invited pursuant to the Circular, were conditional upon the Business Combination being approved and consummated. Consequently, any redemption elections received in respect of the Business Combination shall lapse.

All such Class A Ordinary Shares shall be entitled to redemption upon winding up of the Company in accordance with the Articles.       No action is required to be taken by holders of Class A Shareholders at this time and any redemptions upon a winding up shall be automatic, in accordance with the Articles.

Enquiries

Financials Acquisition Corp

William Allen (Chief Executive Officer)

[e-mail]

FSG Global (Financial PR advisor to the Company)
Conor McClafferty
Charlie Chichester
[phone]
[e-mail]

The information contained in this announcement is deemed by the Company to constitute inside information for the purposes of the market abuse regulation (EU No. 596/2014), as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Market Abuse Regulation"). By publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of the Company is William Allen, Chief Executive Officer.

The Company's LEI is 254900SWRQCI5ZUQEF15.

DISCLAIMER

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company.

This announcement may contain forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's, LIU's or the Directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, the Business Combination, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this announcement applies only as of the date of this announcement and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this announcement is based, unless required to do so by applicable law, the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules of the FCA or the UK Market Abuse Regulation.

 

END