Washington, D.C. 20549
(Amendment No. 1)*
INTERNATIONAL MONEY EXPRESS, INC.
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 46005L101
CUSIP No. 46005L101
CUSIP No. 46005L101
CUSIP No. 46005L101
CUSIP No. 46005L101
CUSIP No. 46005L101
Introductory Note
This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to common shares, par value $0.0001 per share of International Money Express, Inc. (f/k/a FinTech Acquisition Corp. II) (the “Issuer”). This Amendment amends the Original Schedule 13D filed with the Securities and Exchange Commission on August 7, 2018 by SPC Intermex, LP, a Delaware limited partnership, SPC Intermex Representative LLC, a Delaware limited liability company, SPC Intermex GP, LLC, a Delaware limited liability company, Stella Point Capital, LLC, a Delaware limited liability company, Adam Godfrey, Justin Wender, FinTech LLC, a Delaware limited liability company, DGC Family FinTech Trust, a Florida trust, Cohen Sponsor Interests II, LLC, a Delaware limited liability company, Cohen and Company, LLC, a Delaware limited liability company, Hawk Time Enterprises LLC, a Delaware limited liability company, Robert Lisy Family Revocable Trust, a Florida trust, Robert Lisy, Daniel Cohen, Hepco Family Trust, a New York trust, Betsy Cohen, Swarthmore Trust of 2016, a Pennsylvania trust, James J. McEntee, III, C.A.R. Holdings, LLC, a Delaware limited liability company, Darrell Ebbert, Jose Perez-Villarreal, Eduardo Azcarate, Randall Nilsen, William Velez, Jeremy Kuiper, Shami Patel, Plamen Mitrikov and Solomon Cohen. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Original Schedule 13D.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as follows:
(a) This statement is filed on behalf of SPC Intermex, LP, a Delaware limited partnership, SPC Intermex Representative LLC, a Delaware limited liability company, SPC Intermex GP, LLC, a Delaware limited liability company, Stella Point Capital, LLC, a Delaware limited liability company, Adam Godfrey, Justin Wender, FinTech LLC, a Delaware limited liability company, DGC Family FinTech Trust, a Florida trust, Cohen Sponsor Interests II, LLC, a Delaware limited liability company, Cohen and Company, LLC, a Delaware limited liability company, Hawk Time Enterprises LLC, a Delaware limited liability company, Robert Lisy Family Revocable Trust, a Florida trust, Robert Lisy, Daniel Cohen, Hepco Family Trust, a New York trust, Betsy Cohen, Swarthmore Trust of 2016, a Pennsylvania trust, James J. McEntee, III, C.A.R. Holdings, LLC, a Delaware limited liability company, Darrell Ebbert, Jose Perez-Villarreal, Eduardo Azcarate, Randall Nilsen, William Velez, Jeremy Kuiper, Shami Patel, Plamen Mitrikov, Solomon Cohen and Amanda Abrams. Each of the foregoing is referred to as a “Reporting Person” in this statement.
As a result of the Shareholders Agreement, dated as of July 26, 2018, among the Issuer, SPC Intermex, certain of the Intermex legacy stockholders, and certain of FinTech’s original stockholders (as amended by the Shareholders Agreement Amendment (as defined in Item 6 below), and as amended, supplemented or amended and restated from time to time, the “Shareholders Agreement”) the Reporting Persons, other than DGC Family FinTech Trust, Cohen and Company, LLC, Daniel Cohen, Betsy Cohen and James J. McEntee, III, may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Shareholders Agreement includes a covenant obligating all parties thereto to jointly file this statement and any necessary amendments hereto.
Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning it contained herein but is not responsible for the completeness and accuracy of the information concerning the other Reporting Person, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
In addition, the following persons are identified pursuant to Instruction C of Schedule 13D: Messrs. Justin Wender and Adam Godfrey, are the Managing Partners of and jointly control Stella Point Capital. Stella Point Capital is the sole manager of SPC Intermex GP, LLC. SPC Intermex GP, LLC is the general partner of SPC Intermex, LP. The sole member of SPC Intermex Representative, LLC is SPC Intermex, LP. The sole manager of Hawk Time Enterprises LLC is Robert Lisy. The sole trustee of Robert Lisy Family Revocable Trust is Robert Lisy. The sole manager of C.A.R. Holdings, LLC is Ceasar Rincon. Amanda Abrams is the sole Manager of FinTech LLC and Cohen Sponsor Interests II, LLC. Daniel Cohen is a trustee of DGC Family FinTech Trust. Richard Maiocco is a trustee of Swarthmore Trust of 2016. Jonathan Cohen is a trustee of Hepco Family Trust. Each of the foregoing is referred to as an “Instruction C Person” in this statement.
(b) The addresses of the Reporting Persons and Instruction C Persons are as follows:
SPC Intermex, LP | 444 Madison Avenue New York, NY 10022 |
SPC Intermex Representative LLC | 444 Madison Avenue New York, NY 10022 |
SPC Intermex GP, LLC | 444 Madison Avenue New York, NY 10022 |
Stella Point Capital, LLC | 444 Madison Avenue New York, NY 10022 |
Adam Godfrey | 444 Madison Avenue New York, NY 10022 |
Justin Wender | 444 Madison Avenue New York, NY 10022 |
FinTech LLC | c/o Cohen and Company 3 Columbus Circle 24th Floor New York, NY 10019 |
DGC Family FinTech Trust | c/o Cohen and Company 3 Columbus Circle 24th Floor New York, NY 10019 |
Cohen Sponsor Interests II, LLC | c/o Cohen and Company 3 Columbus Circle 24th Floor New York, NY 10019 |
Cohen and Company LLC | 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 |
Daniel Cohen | c/o Cohen and Company 3 Columbus Circle 24th Floor New York, NY 10019 |
Hawk Time Enterprises LLC | 9480 South Dixie Highway Miami, FL 33156 |
Robert Lisy Family Revocable Trust | 9480 South Dixie Highway Miami, FL 33156 |
Robert Lisy | 9480 South Dixie Highway Miami, FL 33156 |
Hepco Family Trust/Jonathan Cohen
| 1845 Walnut Street, 10th Floor Philadelphia, PA 19103 |
Betsy Cohen | c/o Cohen and Company 3 Columbus Circle 24th Floor New York, NY 10019 |
Swarthmore Trust of 2016/Richard Maiocco
| 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 |
James J. McEntee, III | 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 |
C.A.R. Holdings, LLC/Ceasar Rincon
| 15315 SW 39 Street, Davie, FL 33331 |
Eduardo Azcarate | 6224 Paradise Point Drive Palmetto Bay, FL 33157 |
Jose Perez-Villareal | 7200 SW 130 Street Miami, FL 33156 |
William Velez | 4581 Weston Road #174 Weston, FL 33331 |
Jeremy Kuiper | 3308 S Florence Avenue, Sioux Falls, SD 57103 |
Shami Patel | 15 Dos Posos Orinda, CA 94563 |
Darrell Ebbert | 9480 South Dixie Highway Miami, FL 33156 |
Randy Nilsen | 8111 SW 178 Street Palmetto Bay, FL 33157 |
Plamen Mitrikov | 2 12th Street, Apt. 912 Hoboken, NJ 07030 |
Solomon Cohen | c/o Cohen and Company 3 Columbus Circle 24th Floor New York, NY 10019 |
Amanda Abrams | 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 |
(c) The Reporting Persons and the Instruction C Persons are primarily involved in investment activities, and the address of each Reporting Person and Instruction C Person is set forth in (b) above. In addition, certain Reporting Persons hold the following positions at the Issuer: Robert Lisy - Chief Executive Officer, President and Chairman; Randy Nilsen - Chief Sales and Marketing Officer; Eduardo Azcarate - Chief Business Development Officer; Jose Perez- Villarreal - Chief Administrative and Compliance Officer and Secretary; William Velez - Chief Information Officer and Adam Godfrey and Justin Wender are directors.
(d) and (e) None of the Reporting Persons or Instruction C Persons during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each Reporting Person that is not a natural person is set forth in (a) above. Each Reporting Person who is a natural person and each Instruction C Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented as follows:
On December 12, 2018, each of Daniel Cohen, Betsy Cohen, James McEntee, III and DGC Family FinTech Trust contributed all shares of Common Stock held by them (as described in Item 4 below) and subject to the provisions of the Shareholders Agreement to Cohen Sponsor Interests II, LLC in exchange for a pro rata portion of membership interests in Cohen Sponsor Interests II, LLC.
Item 4. Purpose of TransactionItem 4 is hereby amended and supplemented as follows:
On December 12, 2018, Daniel Cohen transferred 492,827 shares of Common Stock to Cohen Sponsor Interests II, LLC, Betsy Cohen transferred 392,827 shares of Common Stock to Cohen Sponsor Interests II, LLC, James McEntee, III transferred 39,709 shares of Common Stock to Cohen Sponsor Interests II, LLC, and DGC Family FinTech Trust transferred 513,407 shares of Common Stock to Cohen Sponsor Interests II, LLC. As a result of these transfers, none of Daniel Cohen, Betsy Cohen, James McEntee, III and DGC Family FinTech Trust hold any Voting Shares (as defined in the Shareholders Agreement); accordingly they are no longer Voting Parties (as defined in the Shareholders Agreement) and they are no longer members of the aforementioned “group” within the meaning of Rule 13d-5(b) under the Exchange Act. These contributions of shares of Common Stock were made to centralize the ownership structure of the various holdings and to ease the holders’ administrative and reporting burdens.
On December 12, 2018, the Shareholders Agreement was amended to remove Cohen and Company LLC as a Voting Party (as defined in the Shareholders Agreement) thereunder and, accordingly, it is no longer a member of the aforementioned “group” within the meaning of Rule 13d-5(b) under the Exchange Act.
Other than as described above, each of the Reporting Persons reports that neither he, she or it nor, to his, her or its knowledge, any of the Instruction C Persons, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a) and (b).
The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof is incorporated herein by reference. Because the Reporting Persons are parties to the Shareholders Agreement described in Item 6, each Reporting Person other than Daniel Cohen, Betsy Cohen, James McEntee III, DGC Family FinTech Trust and Cohen and Company LLC (collectively, the “Excluded Parties”) is deemed by Rule 13d-5(b)(1) of the Exchange Act to be the beneficial owner of all shares of Common Stock beneficially owned by each party to the Shareholders Agreement. Therefore, as a result of such Rule, each Reporting Person other than the Excluded Parties may be deemed to have shared voting power over all of the 21,351,653 shares of Common Stock subject to the Shareholders Agreement. In addition, if the Warrants owned by any Reporting Person were to be exercised for shares of Common Stock, such shares will be subject to the Shareholders Agreement. The Common Stock beneficially owned by the parties to the Shareholders Agreement other than the Excluded Parties represent approximately 58.7% of the outstanding Common Stock.
(c) Transactions in shares of Common Stock by the Reporting Persons during the 60 days prior to the filing of this Schedule 13D are as follows:
| (1) | On December 12, 2018, Betsy Cohen contributed 392,827 shares of Common Stock to Cohen Sponsor Interests II, LLC in exchange for a pro rata portion of membership interests in Cohen Sponsor Interests II, LLC. |
| (2) | On December 12, 2018, Daniel Cohen contributed 492,827 shares of Common Stock to Cohen Sponsor Interests II, LLC in exchange for a pro rata portion of membership interests in Cohen Sponsor Interests II, LLC. |
| (3) | On December 12, 2018, DGC Family FinTech Trust contributed 513,407 shares of Common Stock to Cohen Sponsor Interests II, LLC in exchange for a pro rata portion of membership interests in Cohen Sponsor Interests II, LLC. |
| (4) | On December 12, 2018, James J. McEntee, III contributed 39,709 shares of Common Stock to Cohen Sponsor Interests II, LLC in exchange for a pro rata portion of membership interests in Cohen Sponsor Interests II, LLC. |
Except for the transactions described herein, there have been no transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.
(d) To the knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented as follows:
Shareholders Agreement
On December 12, 2018, each of FinTech LLC, the Issuer and SPC Intermex Representative LLC entered into a Shareholders Agreement Amendment (the “Shareholders Agreement Amendment”), pursuant to which Cohen and Company LLC was removed as a Voting Party under the Shareholders Agreement, which reduced the aggregate number of shares of Common Stock subject to the Shareholders Agreement from 21,249,153 shares to 21,169,153 shares.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and supplemented as follows:
1 | | Shareholders Agreement Amendment, dated as of December 12, 2018, by and among FinTech LLC, the Issuer and SPC Intermex Representative LLC (incorporated by reference to Exhibit 4.1 to Issuer’s Current Report on Form 8-K filed on December 14, 2018 (File No. 001-37986)). |