| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 9, 2023, Flywire Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), in connection with the offer and sale by the Company of 8,000,000 shares of voting common stock of the Company, par value $0.0001 per share (“Common Stock”), at a price to the public of $32.00 per share (the “Offering”).
Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to 1,200,000 additional shares of Common Stock, which expires on September 8, 2023.
The Company expects to receive net proceeds from the Offering of approximately $244.7 million, or approximately $281.6 million if the Underwriters exercise in full their option to purchase additional shares, after deducting underwriting discounts and commissions and other estimated transaction expenses.
The shares are being offered and sold by means of an effective registration statement on Form S-3ASR, including a preliminary prospectus, filed with the U.S. Securities and Exchange Commission on August 9, 2023 (File No. 333-273835) and a final prospectus dated August 9, 2023. The Offering is expected to close on August 14, 2023, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated by reference herein.
The legal opinion, including the related consent, of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP relating to the validity of the shares of the Common Stock in the Offering is filed as Exhibit 5.1 hereto.
On August 9, 2023, the Company issued a press release announcing the Offering and on August 9, 2023, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
