Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

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INTERNATIONAL MONEY EXPRESS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

46005L101
(CUSIP Number)

9480 S.  Dixie Hwy

Miami, FL  33156
Attn: Robert Lisy
Chief Executive Officer and President
(305) 671-8000
  (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 3, 2020

(Date of Event Which Requires Filing of this Statement)

 

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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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Introductory Note

This Amendment No. 4 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 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on December 18, 2018 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on September 16, 2019 (“Amendment No. 2”) and Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on October 6, 2020 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 and Justin Wender, and in the case of Amendment No. 1, Amendment No. 2 and Amendment No. 3, also by 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 Living 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, and in the case of Amendment No. 1 and Amendment No. 2, also by Amanda Abrams.  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, Amendment No. 1, Amendment No. 2 and/or Amendment No. 3.

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 and Justin Wender. 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, dated as of December 12, 2018, and as amended, supplemented or amended and restated from time to time, the “Shareholders Agreement”) the Reporting Persons could have been deemed to constitute a “group” within the meaning of rule 13d-5(b) under the Act. The Shareholders Agreement included a covenant obligating all parties thereto to jointly file this statement and any necessary amendments hereto.

On October 5, 2020, the Company, FinTech Investor Holdings II and SPC Intermex entered into a shareholders agreement waiver (the “Shareholders Agreement Waiver”), pursuant to which the obligation of each Reporting Person (other than SPC Intermex) to vote to elect and/or maintain in office as members of the Issuer’s board of directors the individuals nominated by SPC Representative was irrevocably and permanently waived.  As a result of the Shareholders Agreement Waiver, each of the Reporting Persons other than SPC Intermex, LP, SPC Intermex Representative LLC, SPC Intermex GP, LLC, Stella Point Capital, LLC, Adam Godfrey and Justin Wender have ceased to be reporting persons, which change in status was reported upon the filing of Amendment No. 3.

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 Persons, 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: 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.  Each of the foregoing is referred to as an “Instruction C Person” in this statement.

(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, Adam Godfrey and Justin Wender are directors of the Issuer.

(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 prohibiting 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 4.  Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

On October 5, 2020, pursuant to an underwritten public offering (the “Offering”), certain selling stockholders of the Issuer (the “Selling Stockholders”) sold an aggregate of 4,925,000 shares of Common Stock at a price to the public of $13.50 per share. On October 30, 2020, the underwriters of the Offering issued a notice under the terms of the underwriting agreement that they were exercising in full their option to purchase 738,750 additional shares of Common Stock at a price to the public of $13.50 per share, of which SPC Intermex, LP sold 613,750 shares of Common Stock at the public offering price, less underwriting discounts. The closing with respect to the additional shares of Common Stock occurred on November 3, 2020.

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 of the Original Schedule 13D, Amendment No.1, Amendment No.2, Amendment No. 3 and this Amendment No. 4 is incorporated herein by reference.

(c) Transactions in shares of Common Stock by the Reporting Persons during the 60 days prior to the filing of this Amendment No. 4 to Schedule 13D are as follows:

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.

Dated: November 5, 2020