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): ~~December~~November 218, ~~2021~~2022

FINTECH ACQUISITION CORP. VI

(Exact name of registrant as specified in its charter)

Delaware		001-40534		85-3742586
(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
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	FTVIU	NASDAQ Capital Market
Class A common stock, par value $0.0001 per share	FTVI	NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock	FTVIW	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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

~~(a)~~On InNovember ~~connection~~18, ~~with the preparation of~~ 2022, FinTech Acquisition Corp. VI’s (the “Company”) ~~financial statements as of September 30, 2021, the Company’s management, in consultation with its advisors, identified an error made in certain of its previously~~ issued ~~financial~~a ~~statements,~~press ~~arising~~release ~~from~~announcing ~~the~~that ~~manner~~it inwill ~~which, as~~redeem ofall ~~the closing~~ of ~~the Company’s initial public offering, the Company valued~~ its ~~Class A common stock subject to possible redemption.~~outstanding ~~The~~shares ~~Company previously determined the value~~ of ~~such~~ Class A common stock tothat bewere ~~equal~~included to the redemption value of such shares of Class A common stock, after taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under which a redemption cannot result in ~~net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that~~ the ~~shares of Class A common stock underlying the~~ units issued ~~during~~in ~~the~~its initial public offering ~~can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore~~, ~~management has~~effective ~~concluded~~as ~~that the redemption value~~ of ~~its shares of Class A common stock subject to possible redemption should reflect~~ the ~~possible redemption~~close of ~~all shares of Class A common stock. As a result, management has noted a reclassification error related to temporary equity~~business ~~and~~on ~~permanent~~December ~~equity. This has resulted in a restatement of the initial carrying value of the shares of Class A common stock subject to possible redemption~~28, ~~with the offset recorded to additional paid-in capital (to the extent available)~~2022, ~~accumulated~~as ~~deficit and shares of Class A common stock. In addition, in connection with~~ the ~~change~~Company inwill ~~presentation~~not ~~for~~consummate ~~the~~an ~~Class~~initial Abusiness ~~common~~combination ~~stock~~within ~~subject to possible redemption,~~ the ~~Company~~time ~~has~~period ~~determined~~required itby ~~should restate~~ its ~~income (loss) per common share calculation to allocate net income (loss) pro rata between~~Amended ~~the~~and ~~two~~Restated ~~classes~~Certificate of ~~its common stock~~Incorporation. ~~This~~A ~~presentation~~copy ~~contemplates~~of ~~a business combination as~~ the ~~most~~press ~~likely~~release ~~outcome,~~is inattached ~~which~~hereto ~~case, both~~as ~~classes~~Exhibit of99.1 ~~common~~and ~~stock~~is ~~share~~incorporated ~~pro~~herein ~~rata in the income (loss) of the Company~~by reference.

OnItem December 2, 2021, the audit committee of the board of directors of the Company (the “Audit Committee”), based on the recommendation of and after consultation with management, concluded that the Company’s (i) audited balance sheet as of June 28, 2021 (the “Audited Affected Financials”) filed as Exhibit 999.~~1 to~~01 ~~the~~Financial ~~Company’s~~Statements ~~Current Report on Form 8-K filed with the Securities~~ and Exchange Commission (the “SEC”) on July 2, 2021, (ii) unaudited financial statements as of June 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2021 (the “Unaudited Affected Financials”) and (iii) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on November 15, 2021, should no longer be relied upon due to the error described above. The Company intends to restate the error in an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (to include restatements with respect to the Audited Affected Financials and the Unaudited Affected Financials) (the “Amended Form 10-Q”). Similarly, the related press releases, stockholder communications, investor presentations or other communications describing relevant portions of the Company’s financial statements for these periods, should no longer be relied upon.Exhibits

~~The~~(d) ~~Company does not expect the changes described above to have any impact on its cash position or the balance held in the trust account~~Exhibits.

The Company’s management has concluded that in light of the error and restatement described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Amended Form 10-Q.

Exhibit No.		Description
99.1		Press Release, dated November 18, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~The Audit Committee and management have discussed the matters disclosed pursuant to this Item 4.02(a) with the Company’s independent accountant.~~1

1SIGNATURE

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits.

Dated: November 18, 2022	FINTECH ACQUISITION CORP. VI

	By:	/s/ James J. McEntee, III
	Name:	James J. McEntee, III
	Title:	President

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 2, 2021	FINTECH ACQUISITION CORP. VI
	By:	/s/ James J. McEntee, III
	Name:	James J. McEntee, III
	Title:	President

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