FINTECH ECOSYSTEM DEVELOPMENT CORP. Discussion and analysis by management of the financial position and operating results. (form 10-Q)

References to "we," "us," "company," or "our company" are to Fintech Ecosystem
Development Corp. The following discussion and analysis of the Company's
financial condition and results of operations should be read in conjunction with
the unaudited condensed financial statements, and the notes thereto contained
elsewhere in this report. Certain information contained in the discussion and
analysis set forth below includes forward-looking statements that involve risks
and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). We have based these
statements on our current expectations and projections about future events.
statements are subject to known and unknown risks, uncertainties, and
assumptions about us that may cause our actual results, levels of activity,
performance, or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
statements. In some cases, you can identify
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described in our other
U.S. Securities and Exchange Commission ("SEC") filings.
We are a blank check company incorporated as a Delaware corporation and formed
for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or similar business combination
with one or more businesses. We have not selected any specific business
combination target, and we have not, nor has anyone on our behalf, initiated any
substantive discussions, directly or indirectly, with any business combination
target. We intend to effectuate our initial business combination using cash from
the proceeds of this offering and the private placement of the private placement
warrants, our capital stock, debt, or a combination of cash, stock and debt. For
additional detail regarding our initial public offering and related
transactions, see "Note 1- Description Of Organization And Business Operations."
The issuance of additional shares of our stock in a business combination:

  •   may significantly dilute the equity interest of investors in this offering;

     •    may subordinate the rights of holders of common stock if preferred stock
          is issued with rights senior to those afforded our common stock;

     •    could cause a change of control if a substantial number of shares of our
          common stock are issued, which may affect, among other things, our
          ability to use our net operating loss carry forwards, if any, and could
          result in the resignation or removal of our present officers and

     •    may have the effect of delaying or preventing a change of control of us
          by diluting the stock ownership or voting rights of a person seeking to
          obtain control of us; and

     •    may adversely affect prevailing market prices for our common stock,
          rights, and/or warrants. Similarly, if we issue debt securities, it could
          result in:

     •    default and foreclosure on our assets if our operating revenues after an
          initial business combination are insufficient to repay our debt

     •    acceleration of our obligations to repay the indebtedness even if we make
          all principal and interest payments when due if we breach certain
          covenants that require the maintenance of certain financial ratios or
          reserves without a waiver or renegotiation of such covenants;

     •    our immediate payment of all principal and accrued interest, if any, if
          the debt security is payable on demand;

     •    our inability to obtain necessary additional financing if the debt
          security contains covenants restricting our ability to obtain such
          financing while the debt security is outstanding;

  •   our inability to pay dividends on our common stock;

     •    using a substantial portion of our cash flow to pay principal and
          interest on our debt, which will reduce the funds available for dividends
          on our common stock if declared, expenses, capital expenditures,
          acquisitions, and other general corporate purposes;

     •    limitations on our flexibility in planning for and reacting to changes in
          our business and in the industry in which we operate;

     •    increased vulnerability to adverse changes in general economic, industry,
          and competitive conditions and adverse changes in government regulation;

     •    limitations on our ability to borrow additional amounts for expenses,
          capital expenditures, acquisitions, debt service requirements, execution
          of our strategy and other purposes, and other disadvantages compared to
          our competitors who have less debt.

As indicated in the accompanying financial statements, at September 30, 2021, we had a cumulative deficit of $ 933. In addition, we expect to incur significant costs in pursuing our acquisition plans. We cannot assure you that our plans to raise capital or complete our initial business combination will be successful.


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  Table of Contents
Recent Developments
Initial Public Offering
On October 21, 2021, Fintech Ecosystem Development Corp. (the "Company")
consummated its initial public offering (the "IPO") of 11,500,000 units (the
"Units"), including the issuance of 1,500,000 Units as a result of the
underwriters' exercise of their over-allotment option. Each Unit consists of one
share of Class A common stock of the Company, par value of $0.0001 per share
("Class A Common Stock"), one right of the Company (a "Right")
and one-half of
one redeemable warrant of the Company (a "Warrant"). The Units were sold at a
price of $10.00 per Unit, generating gross proceeds to the Company of
Substantially concurrently with the closing of the IPO, the Company completed
the sale, in a private placement, of 3,900,250 warrants (the "Private Placement
Warrants"), to the Company's sponsor, Revofast LLC, at an aggregate price of,
and generating gross proceeds to the Company of, $3,900,250, $2,923,400 of which
was placed in the trust account referred to in Item 8.01. The Private Placement
Warrants will not be transferable, assignable, or salable until 30 days after
the Company's initial business combination and will have certain registration
Liquidity and Capital Resources
As of September 30, 2021, and prior to the completion of the Initial Public
Offering, the Company lacked the liquidity it needed to sustain operations for a
reasonable period of time.
The Company has since completed its Initial Public Offering in October 2021 as
described above and had approximately $801,000 of working capital immediately
after the offering. In addition, in order to finance transaction costs in
connection with a Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company's officers and directors may, but are not
obligated to, provide the Company Working Capital Loans. As of September 30,
2021, no amounts were outstanding under any Working Capital Loan.
Based on the foregoing, management believes that the Company will have
sufficient working capital and borrowing capacity to meet its needs through the
earlier of the consummation of a Business Combination or one year from this
filing. Over this time period, the Company will be using the funds held outside
of the Trust Account for paying existing accounts payable, identifying and
evaluating prospective initial Business Combination candidates, performing due
diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring,
negotiating and consummating the Business Combination.
Management continues to evaluate the impact of the
pandemic and has concluded that the specific impact is not readily determinable
as of the date of the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of September 30, 2021, we did not have any
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
and did not have any commitments or contractual obligations. No unaudited
quarterly operating data is included in this prospectus as we have conducted no
operations to date.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities since inception have been organizational activities and
those necessary to prepare for our initial public offering. We will not be
generating any operating revenues until the closing and completion of our
initial business combination.
For the three months ended September 30, 2021, we had no operating activities
during the period.
From March 5, 2021 (inception) to September 30, 2021, we had a net loss of $933,
which was primarily driven by business incorporation costs.
Related Party Transactions
Please refer to Note 5, Related Party Transactions, in "Part 1. Financial
Information - Item 1. Financial Statements" for a discussion of our related
party transactions.
Critical Accounting Policies and Estimates
Our management makes a number of significant estimates, assumptions, and
judgments in the preparation of our financial statements. See "Note 2,
Summary of Significant Accounting Policies
, in "Part 1. Financial Information - Item 1. Financial Statements" for a
discussion of the estimates and judgments necessary in our accounting for common
stock subject to possible redemption and net income (loss) per common share. Any
new accounting policies or updates to existing accounting policies as a result
of new accounting pronouncements have been included in the notes to our
condensed financial statements contained in this Quarterly Report on Form
The application of our critical accounting policies may require management to
make judgments and estimates about the amounts reflected in the condensed
financial statements. Management uses historical experience and all available
information to make these estimates and judgments. Different amounts could be
reported using different assumptions and estimates.
Recent Accounting Standards
Please refer to Note 2,
Summary of Significant Accounting Policies
, in "Part 1. Financial Information - Item 1. Financial Statements" for a
discussion of recent accounting pronouncements and their anticipated effect on
our business.
The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an
"emerging growth company" and, under the JOBS Act, are allowed to comply with
new or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for
growth companies. As a result, our financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions, we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal control over financial reporting pursuant to Section 404 of the
Sarbanes Oxley Act, (ii) provide all of the compensation disclosure that may be
required of
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that the PCAOB may adopt
regarding mandatory audit firm rotation or a supplement to the auditor's report
providing additional information about the audit and the financial statements
(auditor discussion and analysis), and (iv) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for five years following the
completion of our initial public offering or until we are no longer an "emerging
growth company," whichever is earlier.


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