UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number 001-41012

Finnovate Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41012

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

The White House, 20 Genesis Close,

George Town, Grand Cayman KY1 1208,

Cayman Islands

(Address of principal executive offices, including zip code)

+1 (347)743-4664

Registrant’s telephone number, including area code

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Class A ordinary shares, par value $0.0001 per share	FNVT	The Nasdaq Stock Market LLC

Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	FNVTW	The Nasdaq Stock Market LLC

Units, each consisting of one Class A ordinary share and three-quarters of a redeemable warrant	FNVTU	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the ordinary shares, as reported on the Nasdaq, was $172,956,000 (based on the closing sales price of the Class A ordinary shares on June 30, 2022 of $9.94).

As of March 20, 2023, 17,400,000 Class A ordinary shares, par value $0.0001 per share, and 4,312,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

Documents Incorporated by Reference: None.

FINNOVATE ACQUISITION CORP.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
PART I		5
Item 1. Business		5
Item 1A. Risk Factors		18
Item 1B. Unresolved Staff Comments		47
Item 2. Property		47
Item 3. Legal Proceedings		47
Item 4. Mine Safety Disclosures		47
PART II		48
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		48
Item 6. [Reserved]		49
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		49
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		54
Item 8. Financial Statements and Supplementary Data		54
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		54
Item 9A. Controls and Procedures		54
Item 9B. Other Information		55
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		55
PART III		56
Item 10. Directors, Executive Officers and Corporate Governance		56
Item 11. Executive Compensation		63
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		63
Item 13. Certain Relationships and Related Transactions, and Director Independence		66
Item 14. Principal Accounting Fees and Services		69
PART IV		69
Item 15. Exhibits, Financial Statement Schedules		69
Item 16. Form 10-K Summary		70
INDEX TO FINANCIAL STATEMENTS		71

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:

	●	“we,” “us,” “our,” “company” or “our company” are to Finnovate Acquisition Corp., a Cayman Islands exempted company;

	●	“amended and restated memorandum and articles of association” are to our Amended and Restated Memorandum and Articles of Association ;

	●	“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;

	●	“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;

	●	“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

	●	“directors” are to our current directors and director nominees;

	●	“EarlyBirdCapital” are to EarlyBirdCapital, Inc., the representative of the underwriters in our initial public offering;

	●	“EBC founder shares” are to the 150,000 Class A ordinary shares that we have issued to EarlyBirdCapital and its designees in a private placement prior to our initial public offering;

	●	“equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for, Class A ordinary shares of our company;

	●	“founders shares” are to our 4,312,500 Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public (of which 75,000 shares were transferred to our independent directors) and the Class A ordinary shares that will be issued upon the automatic conversion of the founders shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

	●	“initial shareholders” are to our sponsor, and other holders (if any) of our founders shares prior to our initial public offering;

	●	“letter agreement” refers to the letter agreement entered into between us and our initial shareholders, directors and officers on November 8, 2021, which is filed as an exhibit to this Annual Report;

	●	“management” or our “management team” are to our officers and directors;

	●	“private warrants” are to the warrants which were issued and sold to our sponsor and EarlyBirdCapital in a private placement which occurred simultaneously with the closing of our initial public offering (including warrants that were issued as a result of the over-allotment option being exercised in full), as well as any warrants that may be issued upon conversion of working capital loans;
	●	“public shareholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;

	●	“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or hereafter in the open market);

	●	“public units” are to the units (consisting of public shares and warrants) which were sold in our initial public offering;

	●	“sponsor” is to Finnovate Sponsor L.P., a Delaware limited partnership;

	●	“trust account” is the U.S.-based trust account at Goldman Sachs & Co. which is maintained by Continental Stock Transfer & Trust Company acting as trustee trust into which the proceeds of our initial public offering were placed;

	●	“warrants” are to our redeemable warrants sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and the private warrants;

	●	“working capital loans” are working capital loans that may be provided to us by our sponsor, an affiliate of our sponsor or certain of our officers and directors, up to $1,500,000 of which may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender; and

	●	“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

SEC Form 10-K filed by Finnovate Acquisition Corp.