UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~ 30October 15, 2020

FINTECH ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)

Delaware

001-38744

82-0895994

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

2929 Arch Street, Suite 1703

Philadelphia, PA

19104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	FTAC	Nasdaq Capital Market
Warrants, each to purchase one share of Class A Common Stock	FTACW	Nasdaq Capital Market
Units, each consisting of one share of Class A Common Stock and one- half of one Warrant	FTACU	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7 5.0107. Submission ~~Regulation~~of FDMatters ~~Disclosure.~~to a Vote of Security Holders

As previously announced, on August 3, 2020, FinTech Acquisition Corp. III (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among GTCR-Ultra Holdings, LLC (“Seller”), GTCR Ultra-Holdings II, LLC (“Holdings”), FinTech Acquisition Corp. III Parent Corp. (“Parent”), the Company, FinTech III Merger Sub Corp. (“Merger Sub”), GTCR/Ultra Blocker, Inc. (“Blocker”), and GTCR Fund XI/C LP (“Blocker Seller”), which provides for, among other things, (a) Merger Sub to be merged with and into the Company with the Company being the surviving corporation in the merger and a wholly owned subsidiary of Parent (the “Merger”) and (b) through a series of transactions, Seller and Blocker Seller to contribute to Parent all of the equity interests in Holdings and Blocker in exchange for cash and shares of common stock of Parent (the “Contribution and Exchange” and together with the Merger and the other transactions contemplated by the Merger Agreement, the “Transactions”).

~~Attached~~On October ~~hereto~~15, ~~as Exhibit~~2020, 99the Company held a special meeting of stockholders (the “Special Meeting”).l At the Special Meeting, holders of the Company’s Class A common stock and ~~incorporated~~holders ~~into~~of ~~this~~the ~~Item~~Company’s ~~7.01~~Class B bycommon stock ~~reference~~voted ~~are~~together ~~updated~~as ~~slides~~a tosingle class. At the ~~investor~~Special ~~presentation~~Meeting, ~~originally~~only ~~furnished~~those holders of shares of the Company’s common stock at the close of business on ~~August~~September 34, 2020, ~~that~~the ~~will~~record bedate, ~~used~~were byentitled to vote. As of the record date, 44,287,500 shares of the Company’s incommon ~~making~~stock ~~presentations~~were outstanding and entitled to ~~certain~~vote. ~~existing~~At ~~and~~the ~~potential~~Special ~~stockholders~~Meeting, a total of 34,994,171 shares of common stock, representing approximately 79.016% of the outstanding shares of common stock entitled to vote, were present online ~~Company~~or ~~with~~by ~~respect~~proxy, constituting a quorum to ~~the~~conduct ~~Transactions~~business.

~~The information in~~At ~~this~~the ~~Item~~Special ~~7.01~~Meeting, ~~(including~~the ~~Exhibit~~proposals ~~99.1)~~described isbelow ~~being~~were ~~furnished~~considered, ~~and~~each ~~shall~~of ~~not~~which beis ~~deemed~~further todescribed bein ~~filed~~the ~~for~~Company’s definitive ~~purposes~~proxy ofstatement/prospectus ~~Section~~filed 18with of the U.S. Securities and Exchange ~~Act~~Commission ofand ~~1934,~~mailed asto ~~amended~~stockholders ~~(the~~commencing on ~~“Exchange Act”),~~ or ~~otherwise~~about beSeptember ~~subject~~25, to2020.The ~~the~~final ~~liabilities~~ results of ~~that~~the ~~section,~~matters ~~nor~~submitted ~~shall it be deemed~~ to bea ~~incorporated~~vote byof ~~reference~~stockholders inat ~~any filing under~~ the ~~Securities~~Special ~~Act~~Meeting ~~of 1933,~~ are as ~~amended, or the Exchange Act.~~follows:

~~Additional~~1. ~~Information~~With ~~About~~respect to the ~~Transaction~~ approval and ~~Where~~adoption toof ~~Find~~the ItMerger Agreement, the votes were as follows:

Parent has filed with the SEC a Registration Statement on Form S-4, which includes a proxy statement/prospectus of the Company, in connection with the Transactions and has mailed a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the Transactions because the proxy statement/prospectus will contain important information about the Company, Holdings and the Transactions. The definitive proxy statement/prospectus was mailed to stockholders of the Company as of a record date established for voting on the Transactions. Stockholders may also obtain copies of the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to: FinTech Acquisition Corp. III, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, Attn: James J. McEntee, III.

FOR		AGAINST		ABSTAIN		NON-VOTES
33,682,399		1,310,768		1,004		0

~~Participants~~Total Shares inof ~~Solicitation~~Common Stock Exercising Redemption Rights: 5,696,643

~~The~~2. ~~Company,~~With ~~Holdings and certain of their directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders with~~ respect to the approval of the ~~Transactions.~~following ~~Information~~material ~~regarding~~differences between the ~~Company’s~~organizational ~~directors~~documents ~~and officers and a description~~ of ~~their~~Parent ~~interests~~that inwill ~~the~~be ~~Company is contained~~ in ~~the~~effect ~~Company’s~~upon ~~annual report on Form 10-K for~~ the ~~fiscal~~closing ~~year~~of ~~ended December 31, 2019, which was filed with~~ the ~~SEC.~~Transactions ~~Additional~~and ~~information regarding~~ the ~~participants in the proxy solicitation, including Holdings~~Company’s ~~directors~~current ~~and~~amended ~~officers,~~ and arestated ~~description~~certificate of ~~their direct and indirect interests~~incorporation, ~~by security holdings or otherwise, is included in~~ the ~~Registration~~votes ~~Statement~~were ~~on Form S-4 and the definitive proxy statement/prospectus for the Transactions. Each of these documents is available at the SEC’s website or by directing a request to the Company~~ as ~~described above under “Additional Information About the Transaction and Where to Find It.”~~follows:

Ina. ~~connection~~To ~~with the~~change ~~Transactions, at any time prior to~~ the ~~special meeting to approve the Transactions, certain existing~~ Company ~~stockholders, which may include certain of the Company~~’s ~~officers,~~name ~~directors and other affiliates, may enter into transactions with stockholders and other persons with respect~~ to ~~the~~Paya ~~Company’s~~Holdings ~~securities~~Inc. ~~to provide such investors or other persons with incentives in connection with the approval~~ and ~~consummation~~remove ofcertain ~~the~~provisions ~~Transactions.~~related ~~While the exact nature of such incentives has not yet been determined, they might include, without limitation, arrangements~~ to ~~purchase~~its ~~shares~~status ~~from~~as ora ~~sell~~special ~~shares~~purpose toacquisition such investors and persons at nominal prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Company, Holdings or their respective securities.company:

Forward Looking Statements

FOR		AGAINST		ABSTAIN		NON-VOTES
33,680,884		1,310,918		2,369		0

~~This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995~~b. ~~Forward-looking~~To ~~statements~~increase ~~may be identified by~~ the ~~use~~amount of ~~words~~authorized ~~such~~shares ~~as "anticipate", "believe", “could”, “continue”, "expect", "estimate", “may”, "plan", "outlook", “future”~~ and ~~"project"~~provide ~~and~~for ~~other~~only ~~similar~~one ~~expressions~~class ~~that predict or indicate future events or trends or that are not statements~~ of ~~historical~~common matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to the Company’s or Holdings’ future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Transactions; the business plans, objectives, expectations and intentions of the public company once the transaction is complete, and Holdings’ estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on the Company’s or Holdings’ management’s current expectations and beliefs, as well as a number of assumptions concerning future events.stock:

FOR		AGAINST		ABSTAIN		NON-VOTES
33,602,880		1,387,963		3,328		0

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s or Holdings’ control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (3) the ability of the public entity to meet NASDAQ’s listing standards following the Transactions; (4) the inability to complete the PIPE Investment; (5) the risk that the proposed transaction disrupts current plans and operations of Holdings as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and agents and retain its management and key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the business combination; (9) the possibility that Holdings may be adversely affected by other economic, business, regulatory and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against the Company, Holdings or any of their respective directors or officers, following the announcement of the potential transaction; and (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and are also provided in the Registration Statement on Form S-4 and the Company’s proxy statement/prospectus. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company and Holdings undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

~~This~~c. ~~communication is~~To ~~not~~prohibit ~~intended~~stockholder toaction ~~be all-inclusive or~~by ~~to contain all the information that a person may desire in considering an investment in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent~~ written ~~and oral forward-looking statements concerning the Company and Holdings~~consent, ~~the~~subject ~~proposed transaction or other matters and attributable~~ to ~~the Company~~GTCR’s ~~and~~ownership ~~Holdings~~percentage orconditions ~~any~~at ~~person acting on their behalf are expressly qualified in their entirety by~~ the ~~cautionary statements above.~~time:

Disclaimer

FOR		AGAINST		ABSTAIN		NON-VOTES
32,357,479		2,632,305		4,387		0

~~This~~d. ~~communication shall~~To ~~neither~~create ~~constitute~~three anclasses ~~offer to sell or the solicitation~~ of andirectors ~~offer~~and to ~~buy~~extend ~~any~~each ~~securities,~~director ~~nor~~term ~~shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior~~ to ~~the~~three ~~registration or qualification under the securities laws of any such jurisdiction.~~years:

Item 9.01. Financial Statements and Exhibits.

FOR		AGAINST		ABSTAIN		NON-VOTES
32,358,014		2,632,923		3,234		0

~~(d) Exhibits~~e. To require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, subject to GTCR’s ownership percentage at the time, to remove a director from office:

Exhibit No.	Description
FOR	AGAINST	ABSTAIN	NON-VOTES
99.1	Investor Presentation
32,254,726	2,736,712	2,733	0

2f. To require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, subject to GTCR’s ownership percentage at that time, to amend or repeal certain provisions of the certificate of incorporation:

SIGNATURE

FOR		AGAINST		ABSTAIN		NON-VOTES
32,355,956		2,634,444		3,771		0

~~Pursuant~~g. toTo require the ~~requirements~~ vote of at least two-thirds of the ~~Securities~~voting ~~Exchange~~power ~~Act~~of the outstanding shares of ~~1934~~capital stock, ~~the~~rather ~~registrant~~than ~~has~~a ~~duly~~simple ~~caused~~majority, ~~this~~subject ~~report~~ to beGTCR’s ~~signed~~ownership onpercentage ~~its~~at ~~behalf~~that bytime, ~~the~~to ~~undersigned hereunto~~adopt, ~~duly~~amend ~~authorized.~~or repeal the Company’s bylaws:

	FINTECH ACQUISITION CORP. III
FOR		AGAINST	ABSTAIN	NON-VOTES
Dated: September 30, 2020	By:	/s/ James J. McEntee, III
32,356,222		2,634,942	3,007	0
	Name:	James J. McEntee, III
	Title:	Chief Financial Officer

3. With respect to the approval of the proposal to adopt the Parent Omnibus Equity Compensation Plan, the votes were as follows:

FOR		AGAINST		ABSTAIN		NON-VOTES
33,671,588		1,317,855		4,728		0

With respect to the approval of the proposal to elect three directors to the Company’s board of directors, the votes were as follows:

Mei-Mei Tuan

FOR		AGAINST		ABSTAIN		NON-VOTES
34,972,787		2,056		19,328		0

Pawneet Abramowski

FOR		AGAINST		ABSTAIN		NON-VOTES
34,632,365		342,508		19,298		0

Jan Hopkins Trachtman

FOR		AGAINST		ABSTAIN		NON-VOTES
34,901,367		73,496		19,308		0

With respect to the approval of the proposal to elect nine directors, effective as of and contingent upon the consummation of the Business Combination, to serve on Parent’s board of directors in the event that Parent is a controlled company upon the consummation of the Business Combination, the votes were as follows:

Anna May Trala

FOR		AGAINST		ABSTAIN		NON-VOTES
32,578,685		2,410,831		4,655		0

Jim Bonetti

FOR		AGAINST		ABSTAIN		NON-VOTES
33,671,720		1,316,596		5,855		0

Stuart Yarbrough

FOR		AGAINST		ABSTAIN		NON-VOTES
33,691,627		1,297,989		4,555		0

KJ McConnell

FOR		AGAINST		ABSTAIN		NON-VOTES
32,577,341		2,412,275		4,555		0

Jeff Hack

FOR		AGAINST		ABSTAIN		NON-VOTES
33,676,742		1,312,874		4,555		0

Christine Larsen

FOR		AGAINST		ABSTAIN		NON-VOTES
33,692,998		1,296,654		4,519		0

Aaron Cohen

FOR		AGAINST		ABSTAIN		NON-VOTES
32,577,341		2,412,300		4,530		0

Collin Roche

FOR		AGAINST		ABSTAIN		NON-VOTES
33,671,590		1,318,011		4,570		0

Mike Gordon

FOR		AGAINST		ABSTAIN		NON-VOTES
33,693,077		1,296,589		4,505		0

With respect to the approval of the proposal to elect eight directors, effective as of and contingent upon the consummation of the Business Combination, to serve on Parent’s board of directors in the event that Parent is not a controlled company upon the consummation of the Business Combination, the votes were as follows:

Anna May Trala

FOR		AGAINST		ABSTAIN		NON-VOTES
32,578,790		2,410,750		4,631		0

Stuart Yarbrough

FOR		AGAINST		ABSTAIN		NON-VOTES
33,692,886		1,296,589		4,696		0

KJ McConnell

FOR		AGAINST		ABSTAIN		NON-VOTES
32,577,300		2,412,171		4,700		0

Jeff Hack

FOR		AGAINST		ABSTAIN		NON-VOTES
33,678,001		1,311,474		4,696		0

Christine Larsen

FOR		AGAINST		ABSTAIN		NON-VOTES
33,693,032		1,296,439		4,700		0

Aaron Cohen

FOR		AGAINST		ABSTAIN		NON-VOTES
32,577,275		2,412,200		4,696		0

Collin Roche

FOR		AGAINST		ABSTAIN		NON-VOTES
33,671,564		1,317,911		4,696		0

Mike Gordon

FOR		AGAINST		ABSTAIN		NON-VOTES
32,692,916		2,296,589		4,666		0

With respect to the approval of the proposal to adjourn the special meeting, if necessary, the votes were as follows:

FOR		AGAINST		ABSTAIN		NON-VOTES
33,671,791		1,318,826		3,554		0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 15, 2020

	FINTECH ACQUISITION CORP. III

	By:	/s/ James J. McEntee, III
	Name:	James J. McEntee, III
	Title:	President and Chief Financial Officer

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