What changed in this filing

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Item 1. Business

2022-03-11 compared with 2021-03-15 · 427 added, 1212 removed, 0 unchanged (100% of the section changed)

We are a blank check

company incorporated as a Delaware corporation in November 2018 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.

generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our

initial business combination.

We have concentrated

our efforts in identifying businesses which provide technological services to the financial services industry, with particular

emphasis on businesses that provide data processing, storage and transmission services, data bases and payment processing services.

We have sought to acquire established businesses that we believe are fundamentally sound but potentially in need of financial,

operational, strategic or managerial redirection to maximize value.

We do not intend to acquire start-up companies, companies

with speculative business plans or companies that are excessively leveraged.

At December 31, 2020,

we had not yet commenced operations.

All activity through December 31, 2020 relates to the Company’s formation and its initial

public offering, and identifying a target company for our initial business combination.

The registration statement

for our initial public offering was declared effective on September 24, 2020.

On September 29, 2020, we consummated the initial

public offering of 23,000,000 units generating gross proceeds of $230,000,000.

Simultaneously with the

closing of the initial public offering, we consummated the sale of 610,000 placement units at a price of $10.00 per unit in a

private placement to our sponsor, generating gross proceeds of $6,100,000.

Following the closing

of the initial public offering on September 29, 2020, an amount of $230,000,000 ($10.00 per unit) from the net proceeds of the

sale of the units in the initial public offering and the placement units was placed in a trust account and invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under

the Investment Company Act which invest only in direct U.S.

government treasury obligations, as determined by the Company, until

the earlier of:

(i) the consummation of a business combination, (ii) the redemption of any public shares in connection with a

stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation

to redeem 100% of our public shares if we do not complete a business combination within 24 months from the consummation of the

initial public offering;

or (iii) the distribution of the trust account, if we are unable to complete a business combination within

the combination period or upon any earlier liquidation of us.

Business Combination Agreement

On December 29,

2020, we entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among us, our

sponsor, PWP Holdings LP, a Delaware limited partnership (“PWP”), PWP GP LLC, a Delaware limited liability company

and the general partner of PWP (“PWP GP”), PWP Professional Partners LP, a Delaware limited partnership and a limited

partner of PWP (“Professionals”), and Perella Weinberg Partners LLC, a Delaware limited liability company and the

general partner of Professionals (“Professionals GP”) pursuant to which, among other things, we will acquire interests

in PWP, which will become jointly-owned by us, Professionals, and certain existing partners of PWP and following the closing

will serve as our operating partnership as part of an umbrella limited partnership C-corporation (Up-C) structure.

Pursuant to the Business

Combination Agreement, subject to certain conditions set forth therein, in connection with the closing of the transactions contemplated

by the Business Combination Agreement (the “Closing”):

(i) We will acquire newly-issued common

units of PWP in exchange for cash in an amount equal to the outstanding excess cash balances

of us (including the proceeds from the PIPE equity financing that will close contemporaneously

with the Business Combination) as of Closing net of redemptions elected by our public

stockholders pursuant to their redemption rights, with the number of such interests to

be issued to be calculated based on the formula set forth in the Business Combination

(ii) Professionals will contribute the

equity interests of PWP GP, the general partner of PWP, to us;

(iii) We will issue (A) to Professionals,

new shares of Class B-1 common stock, which will have 10 votes per share (for

so long as Professionals or its limited partners as of the Closing maintain ownership

of at least 10% of the issued and outstanding Class A common units of PWP, otherwise

such Class B-1 common stock shall have one vote per share) and (B) to

investor limited partners of PWP, new shares of Class B-2 common stock, which

will have one vote per share, with the number of shares of such common stock to be issued

to equal the number of common units of PWP that will be held by Professionals and such

investor limited partners, respectively, following the Closing;

(iv) We will repay certain indebtedness

of PWP, pay certain expenses, retain up to $10 million of cash on our balance sheet,

and subject to the availability of transaction proceeds, we will first redeem certain

limited partnership interests held by certain electing third party investor limited partners

of PWP and second redeem certain electing non-working limited partners of Professionals

(collectively with the other transactions contemplated by the Business Combination Agreement,

the “Business Combination”).

The Business Combination

Agreement may be terminated at any time prior to the consummation of the Business Combination by mutual written consent of the

parties and in certain other limited circumstances, including if the Business Combination has not been consummated by June 30,

The Business Combination is expected to close in the first half of 2021.

Private Placement Subscription Agreements

On December 29,

2020, concurrently with the execution of the Business Combination Agreement, we also entered into subscription agreements (“Subscription

Agreements”) with certain investors (collectively, the “PIPE Investors”) pursuant to, and on the terms and subject

to the conditions of which, the PIPE Investors have collectively subscribed for 12,500,000 shares of our Class A common stock

for an aggregate purchase price equal to $125,000,000 (the “PIPE Investment”), a portion of which is expected to be

funded by one or more affiliates of our sponsor.

The Subscription Agreements

for the PIPE Investors (other than the sponsor-related PIPE Investors, whose registration rights are governed by the Amended and

Restated Registration Rights Agreement described below (the “Non-Sponsor PIPE Investors”), and other than the subscribing

Perella executives) provide for certain registration rights.

In particular, we are required to, as soon as practicable but no

later than 30 calendar days following the closing date of the Business Combination file with the SEC (at our sole cost and expense)

a registration statement registering the resale of such shares, and will use our commercially reasonable efforts to have such

registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the

50th calendar day after the filing thereof (or the 90th calendar day after the closing of the Business Combination if the SEC

notifies us that it will “review”

such registration statement) and (ii) the fifth business day after the date

we are notified in writing by the SEC that such registration statement will not be “reviewed”

or will not be subject

to further review.

Such registration statement is required to be kept effective for at least three years after effectiveness or,

if earlier, until either (i) the shares thereunder have been sold by the Non-Sponsor PIPE Investors or (ii) the shares may be

sold without restriction under Rule 144 promulgated under the Securities Act.

The Subscription Agreements

will terminate with no further force and effect upon the earliest to occur of:

(a) such date and time as the Business Combination

Agreement is terminated in accordance with its terms;

(b) upon the mutual written agreement of the parties to such Subscription

to the closing and, as a result thereof, the closing of the transactions contemplated by the Subscription Agreement fails to occur;

and (d) June 30, 2021 (as may be extended as described therein) if the closing of the Business Combination has not occurred

on or before such date.

Tax Receivable Agreement

At the Closing, we will

enter into a tax receivable agreement with PWP, Professionals and certain other partners party thereto (the “Tax Receivable

Agreement,”

and such partners, “Partners”).

The Tax Receivable Agreement will generally provide for the payment

by us to Partners of 85% of the cash tax savings realized (or deemed realized) in periods after the Closing as a result of certain

pre-existing tax assets and attributes of PWP and its subsidiaries.

We expect to retain the benefit of the remaining 15% of these

cash tax savings.

Amended and Restated Registration Rights

At the Closing, we will

enter into the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”),

with our sponsor, Professionals, and the third party investor limited partners of PWP (other than Professionals) (each such limited

partner, an “ILP”) under the limited partnership agreement of PWP (collectively, with each other person who has executed

and delivered a joinder thereto, the “RRA Parties”), pursuant to which the RRA Parties will be entitled to registration

rights in respect of certain shares of our Class A common stock and certain other of our equity securities that are held

by the RRA Parties from time to time.

The Amended and Restated

Registration Rights Agreement provides that we will as soon as practicable but no later than 30 business days following the closing

date of the Business Combination, file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act

of 1933, as amended (the “Securities Act”) registering the resale of certain shares of our Class A common stock

and certain of our other equity securities held by the RRA Parties and will use our commercially reasonable efforts to have such

shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier

of (i) the 60th calendar day following the actual filing date (or the 80th calendar day following the actual filing date

if the SEC notifies us that it will “review”

such registration statement) and (ii) the fifth business day after

the date we are notified in writing by the SEC that such registration statement will not be “reviewed”

be subject to further review.

Each of our sponsor,

Professionals, the ILPs and their respective transferees will be entitled to certain demand registration rights in connection

with an underwritten shelf takedown offering, in each case subject to certain offering thresholds, applicable lock-up restrictions,

issuer suspension periods and certain other conditions.

Our sponsor and their permitted transferees are limited to three

demand registrations and the ILPs and their permitted transferees are limited to one demand registration, in each case, for the

term of the Amended and Restated Registration Rights Agreement.

Professionals and its permitted transferees are limited to four

demand registrations per twelve-month period.

In addition, the RRA Parties have certain “piggy-back”

rights, subject to customary underwriter cutbacks, issuer suspension periods and certain other conditions.

The Amended and Restated

Registration Rights Agreement includes customary indemnification provisions.

We will bear the expenses incurred in connection

with the filing of any registration statements filed pursuant to the terms of the Amended and Restated Registration Rights Agreement,

including the fees of one legal counsel to each of our sponsor, Professionals and the ILPs.

Stockholders Agreement

At the Closing, we and

Professionals will enter into a stockholders agreement (the “Stockholders Agreement”), providing for certain approval

and director nomination rights in favor of Professionals.

The Stockholders Agreement provides that for so long as Professionals

or its limited partners as of the date of Closing (or their permitted successors or assigns) continue to hold securities representing

at least five percent of our outstanding Class A common stock on an as-exchanged basis (the “5% Condition”), our board

of directors may not approve, absent the prior consent of Professionals, any amendment to our certificate of incorporation or

bylaws, or the limited partnership agreement of PWP, that would materially and adversely affect in a disproportionate manner the

rights of Professionals or its limited partners.

In addition, for so long

as Professionals or its limited partners as of the date of Closing (or their permitted successors or assigns) continue to hold

securities representing at least 10 percent of our outstanding Class A common stock on an as-exchanged basis (the “10% Condition”),

our board of directors may not approve, absent the prior consent of Professionals, a number of ordinary course operating activities

in respect of us, PWP and PWP’s subsidiaries, including, among other things:

(i) any incurrence of indebtedness (other than

inter-company indebtedness) in an amount in excess of $25 million;

(ii) any issuance of equity or equity-related securities which

would represent more than five percent of the total number of votes that may be cast in the election of directors of us (subject

to certain customary exceptions);

(iii) the authorization or issuance of any preferred stock;

(iv) any equity or debt commitment

to invest or investment or series of related equity or debt commitments to invest or investments in an amount greater than $25

(v) any entry into a new line of business that requires an initial investment in excess of $25 million;

(vi) any disposition

or divestment of any asset or business unit with a value in excess of $25 million;

(vii) the adoption of a stockholder rights

(viii) any removal, change of duty or appointment of any officer of us that is, or would be, subject to Section 16

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(ix) any amendment to our certificate of

incorporation or bylaws;

(x) any amendment to the limited partnership agreement of PWP;

(xi) the renaming of our company;

the adoption of our annual budget and business plans and any material amendments thereto;

(xiii) the declaration and payment of

any dividend or other distribution (subject to certain customary exceptions);

(xiv) the entry into any merger, consolidation,

recapitalization, liquidation or sale of all or substantially all of our assets (subject to certain customary exceptions) or entering

into any agreement providing therefor;

(xv) voluntarily initiating any liquidation, dissolution or winding up of us or PWP or

permitting the commencement of a proceeding for bankruptcy, insolvency, receivership or similar action;

(xvi) the entry into,

termination of or material amendment of any Material Contract (as defined in the Business Combination Agreement);

(xvii) the entry

into of any transaction or agreement that would be required to be disclosed by us under Item 404 of Regulation S-K under the Exchange

(xviii) the initiation or settlement of any material litigation or similar proceeding;

or (xix) changes to our taxable year

or fiscal year.

The Stockholders Agreement

further provides that the parties to the Stockholders Agreement will take all reasonable actions to provide that (a) for so long

as the 5% Condition is satisfied, there will be not more than 15 members of our board of directors, and that Professionals will

have the right to designate one-third of the nominees for election to such board, (b) for so long as the 10% Condition is satisfied,

Professionals will have the right to designate a majority of the nominees for election to our board of directors, and (c) any

nominee designated by Professionals will be removed from office upon notice from Professionals to that effect.

We are also required

to take all reasonable actions to provide that any committee of our board of directors include a proportionate number of individuals

that were designated for nomination by Professionals (subject to compliance with requirements of applicable laws and national

securities exchange regulations).

The Stockholders Agreement will terminate once the 5% Condition is no longer satisfied.

Sponsor Share Surrender and Share Restriction

Concurrently with the

execution and delivery of the Business Combination Agreement, our sponsor entered into a Sponsor Share Surrender and Share Restriction

Agreement (the “Sponsor Share Cancellation Agreement”) with us, PWP and the other parties to that certain letter agreement,

dated as of September 24, 2020, by and among our sponsor, us and such other parties, pursuant to which our sponsor has agreed

that, concurrent with and contingent upon the Closing, it will forfeit an aggregate of 1,023,333 shares of Class B common stock

for no consideration and agrees that 610,000 shares of Class A common stock and 6,846,667 shares of Class B common stock held

thereby be subject to transfer restrictions for six months following the Closing and that 80% of the shares of Class B common

stock also be subject to vesting conditions based on certain closing share price thresholds of our common stock for 20 out of

any 30 consecutive trading days.

Business Combination Structure

We anticipate structuring

our initial business combination to acquire 100% of the equity interest or assets of the target business or businesses.

Nasdaq rules require

that our initial business combination must be with one or more target businesses that together have a fair market value equal

to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest

earned) at the time of our signing a definitive agreement in connection with our initial business combination.

The fair market

value of the target or targets will be determined by our board of directors.

If our board of directors is not able to independently

determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment

banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

Business Strategy

We will seek to capitalize

on the significant financial services, financial technology and banking experience and contacts of Daniel G.

Cohen, our Chief

Executive Officer, Betsy Z.

Cohen, the Chairman of our Board of Directors, James J.

McEntee, III, our President, and our board

of directors to identify, evaluate, acquire and operate a financial technology business.

If we elect to pursue an investment outside

of the financial technology industry, our management’s expertise related to that industry may not be directly applicable

to its evaluation or operation, and the information regarding that industry might not be relevant to an understanding of the business

that we elect to acquire.

Several members of our

management team, including our Chairman, served as executive officers and/or directors of FinTech Acquisition Corp., or FinTech

I, a former blank check company which raised $100.0 million in its initial public offering in February 2015 and completed

its initial business combination when it acquired FTS Holding Corporation in July 2016, which we refer to as the FinTech I

Several members of our management team also served as executive officers and/or directors of FinTech Acquisition

II, or FinTech II, a blank check company which raised $175.0 million in its initial public offering in January 2017

and completed its initial business combination when it acquired Intermex Holdings II in July 2018, which we refer to as the

FinTech II Acquisition, in connection with which FinTech II changed its name to International Money Express, Inc.

The common stock

of International Money Express, Inc.

is currently traded on the Nasdaq Capital Market under the symbol “IMXI.”

members of our management team served as executive officers and/or directors of FinTech Acquisition Corp.

III, or FinTech

III, a blank check company which raised $345.0 million in its initial public offering in November 2018 and completed its

initial business combination with Paya, Inc.

in October 2020, which we refer to as the FinTech III Acquisition.

common stock of Paya Holdings, Inc.

is currently traded on the Nasdaq Capital Market under the symbol “PAYA.”

Additionally, members

of our board of directors and management team also currently serve as executive officers, directors and/or advisors of:

Acquisition Corp.

FTOC), or FTAC Olympus, a blank check company which raised $754.7 million in its initial public

offering in August 2020;

FinTech Acquisition Corp.

FTCV), or FinTech V, a blank check company which raised $250.0 million

in its initial public offering in December 2020;

FTAC Athena Acquisition Corp.

FTAA), or FTAC Athena, a blank check

company which raised $250.0 million in its initial public offering in February 2021;

FTAC Hera Acquisition Corp.

HERA), or FTAC Hera, a blank check company which raised $800 million in its initial public offering in March 2021;

FTAC Parnassus

Acquisition Corp., or FTAC Parnassus, a blank check company currently in registration with the SEC;

FinTech Acquisition Corp.

VI, or FinTech VI, a blank check company currently in registration with the SEC;

INSU Acquisition Corp.

IV, or INSU IV, a blank

check company currently in registration with the SEC;

and FTAC Zeus Acquisition Corp., or FTAC Zeus, a blank check company currently

in registration with the SEC.

We believe that potential sellers of target businesses will view the fact that members of our board

of directors and management team have successfully closed multiple business combinations with vehicles similar to our company

as a positive factor in considering whether or not to enter into a business combination with us.

However, past performance is

not a guarantee of success with respect to any business combination we may consummate.

Chief Executive Officer, Betsy Z.

Cohen, our Chairman of the Board, and James J.

McEntee, III, our President, have extensive experience

in the financial services industry generally, and the financial technology industry in particular, as well as extensive experience

in operating financial services companies in a public company environment.

Cohen, with over

22 years of experience in financial services and financial technology, is the Chairman of the Board of Directors and of the

Board of Managers of Cohen & Company, LLC, and serves as the President and Chief Executive of the European Business of

Cohen and Company, Inc.

(NYSE American:

COHN), a financial services company with approximately $2.65 billion in assets under management

as of September 30, 2020, and as President, a director and the Chief Investment Officer of Cohen and Company Inc.’s indirect

majority owned subsidiary, Cohen & Company Financial Limited (formerly known as EuroDekania Management Limited), a Financial

Conduct Authority regulated investment advisor and broker dealer focusing on the European capital markets (“CCFL”).

Cohen previously served as Vice Chairman of the Board of Directors and of the Board of Managers of Cohen & Company,

Cohen served as the Chief Executive Officer and Chief Investment Officer of Cohen and Company, Inc.

from December 2009

to September 2013 and as the Chairman of the Board of Directors from October 2006 to September 2013.

served as the executive Chairman of Cohen and Company, Inc.

from October 2006 to December 2009.

In addition, Mr.

served as the Chairman of the Board of Managers of Cohen & Company, LLC from 2001 to September 2013, as the Chief

Investment Officer of Cohen & Company, LLC from October 2008 to September 2013, and as Chief Executive Officer

of Cohen & Company, LLC from December 2009 to September 2013.

Cohen served as the Chairman and Chief Executive

Officer of J.V.B.

Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), the Company’s indirect broker dealer

subsidiary (“JVB”), from July 2012 to September 2013.

Cohen is also a founder, the former Chief Executive

Officer and the current Chairman of The Bancorp, Inc.

TBBK), which we refer to as Bancorp, a financial holding company

with over $6.3 billion of total assets as of December 31, 2020.

Bancorp’s principal subsidiary is The Bancorp Bank, a state

chartered bank that provides a wide range of commercial and retail banking products and services to both regional and national

Cohen currently serves as the Chief Executive Officer of FinTech V and FinTech VI, as Chief Executive Officer and

President of FTAC Hera and as Chairman of the Board of INSU Acquisition Corp.

IIII), or INSU III, INSU IV, FTAC Parnassus

and FTAC Zeus.

Until October 2020, Mr.

Cohen served as the Chief Executive Officer of FinTech III and as Chairman of

the Board of Directors of Insurance Acquisition Corp., or INSU I.

Until February 2021, Mr.

Cohen served as Chairman of the

Board of Directors of INSU Acquisition Corp.

II, or INSU II.

Cohen also served as Chief Executive Officer, President and a

director of FinTech I until the FinTech I Acquisition, and as Chief Executive Officer and a director of FinTech II

until the FinTech II Acquisition.

He is also a past Chief Executive Officer of RAIT Financial Trust, which we refer to as

RAIT, formerly a publicly traded real estate finance company focused on the commercial real estate industry, from December 2006

when it merged with Taberna Realty Finance Trust, to February 2009, and served as a trustee from the date RAIT acquired Taberna

in February 2009 until his resignation from that position in February 2010.

From 1998 to 2000, Mr.

Cohen served as the

Chief Operation Officer of Resource America, Inc., formerly a publicly traded asset management company with interests in energy,

real estate and financial services.

Cohen was also a past director of Jefferson Bank of Pennsylvania, a commercial bank and

subsidiary of JeffBanks, Inc., a publicly traded bank holding company, which we refer to as JeffBanks, acquired by Hudson United

Bancorp in 1999.

over 42 years of experience, was a founder of Bancorp and served as Bancorp’s Chief Executive Officer from September 2000

through December 2014.

Cohen served as Chairman of the board of directors of FinTech III until the FinTech III Acquisition,

as Chairman of the board of directors of FinTech II until the FinTech II Acquisition, and also served as the Chairman

of the board of directors of FinTech I until the Fintech I Acquisition and, following the FinTech I Acquisition,

served on the post-business combination board of directors until May 2017.

She is currently the Chairman of the Board

of FinTech V, FinTech VI, FTAC Olympus, FTAC Athena and FTAC Hera.

Cohen is also a founder of RAIT and was its Chairman

until December 2010 and its Chief Executive Officer until December 2006.

She was also the founder and Chief Executive

Officer of JeffBanks and its subsidiary banks from 1974 until the merger of JeffBanks into Hudson United Bancorp in 1999.

McEntee, with over

22 years of experience, is a director of Bancorp and The Bancorp Bank, was previously the Chief Executive Officer of Alesco

Financial, an investment firm specializing in credit related fixed income investment, until it merged with Cohen & Company

and was the Chief Operating Officer of Cohen & Company.

McEntee served as President and Chief Financial Officer of

FinTech III until the FinTech III Acquisition, Chief Financial Officer of FinTech II until the FinTech II Acquisition,

and also served as Chief Financial Officer and Chief Operating Officer of FinTech I until the Fintech I Acquisition.

He is currently President and Secretary of FinTech V and FinTech VI.

We have identified the

following criteria that we intend to use in evaluating business transaction opportunities.

We expect that no individual criterion

will entirely determine a decision to pursue a particular opportunity.

Further, any particular business transaction opportunity

which we ultimately determine to pursue may not meet one or more of these criteria:

History of free cash flow generation .

We have sought to acquire one or more

businesses or assets that have a history of, or potential for, strong, stable free cash flow generation, with predictable

and recurring revenue streams.

Strong management team .

We have sought to acquire one or more businesses or

assets that have strong, experienced management teams or those that provide a platform for us to assemble an effective and

experienced management team.

We have focused on management teams with a proven track record of driving revenue growth, enhancing

profitability and creating value for their stockholders.

Opportunities for add-on acquisitions .

We have sought to acquire one or more

businesses or assets that we can grow both organically and through acquisitions.

In addition, we believe that our ability

to source proprietary opportunities and execute transactions will help the business we acquire grow through acquisition, and

thus serve as a platform for further add-on acquisitions.

Defensible business niche .

We have sought to acquire on one or more businesses

or assets that have a leading or niche market position and that demonstrate advantages when compared to their competitors,

which may help to create barriers to entry against new competitors.

We anticipate that these barriers to entry will enhance

the ability of these businesses or assets to generate strong profitability and free cash flow.

Diversified customer and supplier base .

We have sought to acquire one or more

businesses or assets that have a diversified customer and supplier base, which are generally better able to endure economic

downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers,

suppliers and competitors.

Competitive Strengths

We believe we have the

following competitive strengths:

Management Operating and Investing Experience .

Our directors and executive

officers have significant experience in the financial services and financial technology industries.

over 22 years’

experience in the financial services industry, is a founder of Bancorp, the Chairman and Chief Investment

Officer of an investment bank and is an affiliate of a broker-dealer subsidiary of the investment bank.

over 42 years’

experience in the financial services industry and is a founder of and, until her retirement in December

2014, served as chief executive officer of, The Bancorp, Inc., a financial holding company whose banking subsidiary, The Bancorp

Bank, provides banking services principally through the internet.

McEntee, III, with over 22 years of experience

in the financial services industry, is a director of The Bancorp, Inc.

and The Bancorp Bank, was previously the Chief Executive

Officer of an investment firm specializing in credit related fixed income investment, a managing director of COHN and the

Vice-Chairman and Co-Chief Operating Officer of JVB Financial.

Additionally, each of Mr.

Cohen and Mr.

served as an executive officer and/or director of FinTech I, FinTech II and FinTech III and currently serves as an executive

officer and/or director of FinTech V and FinTech VI.

We believe that this breadth of experience provides us with a competitive

advantage in evaluating businesses and acquisition opportunities in our target industry.

Established Deal Sourcing Network .

As a result of their extensive experience

in the financial services industry, our management team members have developed a broad array of contacts in the industry.

We believe that these contacts will be important in generating acquisition opportunities for us.

Strong Financial Position and Flexibility .

With a trust account initially

in the amount of $230,000,000 and a public market for our common stock, we offer a target business a variety of options to

facilitate a future business transaction and fund the growth and expansion of business operations.

Because we are able to

consummate an initial business transaction using our capital stock, debt, cash or a combination of the foregoing, we have

the flexibility to design an acquisition structure to address the needs of the parties.

We have not, however, taken any steps

to secure third party financing and would only do so simultaneously with the consummation of our initial business transaction.

Accordingly, our flexibility in structuring an initial business transaction may be constrained by our ability to arrange third-party

financing, if required.

Status as a Public Company .

We believe our structure makes us an attractive

business transaction partner to prospective target businesses.

As an existing public company, we offer a target business an

alternative to the traditional initial public offering through a merger or other business transaction with us.

In this situation,

the owners of the target business would exchange their shares of stock in the target business for shares of our stock.

public, we believe the target business would have greater access to capital and additional means of creating management incentives

that are better aligned with stockholders’

interests than it would as a private company.

We believe that being a public

company can also augment a company’s profile among potential new customers and vendors and aid it in attracting and

retaining talented employees.

Effecting Our Initial Business Combination

We are not presently

engaged in, and we will not engage in, any operations until our initial business combination.

We intend to effectuate our initial

business combination using cash from the proceeds of the initial public offering and the private placement, our capital stock,

debt or a combination of these as the consideration to be paid in our initial business combination.

If we pay for our initial

business combination using stock or debt securities, or we do not use all of the funds released from the trust account for payment

of the purchase price in connection with our business combination or for redemptions or purchases of our common stock, we may

apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance

or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating

our initial business combination, to fund the purchase of other companies or for working capital.

While we have not contacted

any of the prospective target businesses that FinTech I, FinTech II or FinTech III had considered and rejected while searching

for target businesses to acquire, we may do so in the future if we become aware that the valuations, operations, profits or prospects

of such target business, or the benefits of any potential transaction with such target business, would be attractive.

there is no current basis for stockholders to evaluate the possible merits or risks of the target business with which we may ultimately

complete our initial business combination.

Although our management will assess the risks inherent in a particular target business

with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business

may encounter.

Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce

the chances that those risks will adversely impact a target business.

Nasdaq rules require

that our initial business combination be with one or more target businesses that together have a fair market value equal to at

least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)

at the time of our signing a definitive agreement in connection with our initial business combination.

However, if our securities

are not listed on Nasdaq or another securities exchange, we will no longer be subject to that requirement.

We may seek to raise

additional funds through a private offering of debt or equity securities to finance our initial business combination, and we may

effectuate an initial business combination using the proceeds of such offering rather than using the amounts held in the trust

Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously with the

consummation of our business combination.

In the case of an initial business combination funded with assets other than the trust

account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of

the financing and, only if required by law or Nasdaq, we would seek stockholder approval of such financing.

There are no prohibitions

on our ability to raise funds privately or through loans in connection with our initial business combination.

At this time, we

are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through

the sale of securities or otherwise.

Sources of Acquisition Candidates

We anticipate that target

business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, attorneys,

accountants, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds, brokers and other members

of the financial community and corporate executives.

These target candidates may present solicited or unsolicited proposals.

sources became aware that we were seeking a business combination candidate by a variety of means, including publicly available

information relating to the initial public offering, public relations and marketing efforts or direct contact by management following

the completion of the initial public offering.

Our officers and directors,

as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize

in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we

may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based

on the terms of the transaction.

We will engage a finder only if our management determines that the use of a finder may bring

opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential

transaction that our management determines is in our best interest to pursue.

Payment of finder’s fees is customarily tied

to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

however, will our sponsor or any of our officers or directors, or any entity with which they are affiliated, be paid any finder’s

fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of

our initial business combination (regardless of the type of transaction that it is), other than (i) repayment of loans made to

us prior to the date of the initial public offering by our sponsor to cover offering-relating and organization expenses, (ii)

repayment of loans that our sponsor, members of our management team or any of their respective affiliates or other third

parties may make to finance transaction costs in connection with an intended initial business combination (provided that if we

do not consummate an initial business combination, we may use working capital held outside the trust account to repay such loaned

amounts, but no proceeds from our trust account would be used for such repayment), (iii) payments to our sponsor or its affiliate

of a total of $20,000 per month for office space, utilities, and shared personnel services, (iv) at the closing of our initial

business combination, a customary advisory fee to an affiliate of our sponsor, in an amount that constitutes a market standard

advisory fee for comparable transactions and services provided, and (v) to reimburse our sponsor for any out-of-pocket expenses

related to identifying, investigation and completing an initial business combination.

None of the initial holders, our officers,

our directors or any entity with which they are affiliated will be allowed to receive any compensation, finder’s fees or

consulting fees from a prospective acquisition target in connection with a contemplated acquisition of such target by us.

some of our officers and directors may enter into employment or consulting agreements with the acquired business following

our initial business combination, the presence or absence of any such arrangements will not be used as a criterion in our selection

process of an acquisition candidate.

We are not prohibited

from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or their

Additionally, we are not prohibited from partnering, submitting joint bids, or entering into any similar transaction

with such persons in the pursuit of an initial business combination.

If we seek to complete an initial business combination with

such a company or we partner with such persons in our pursuit of an initial business combination, we, or a committee of independent

directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting

firm, and reasonably acceptable to the representatives, that such an initial business combination is fair to our stockholders

from a financial point of view.

Generally, such opinion is rendered to a company’s board of directors and investment banking

firms may take the view that stockholders may not rely on the opinion.

Such view will not impact our decision on which investment

banking firm to hire.

Unless we consummate

our initial business combination with an affiliated entity, we are not required to obtain a financial fairness opinion from an

independent investment banking firm.

If we do not obtain such an opinion, our stockholders will be relying on the judgment of

our board of directors, who will determine fair market value and fairness based on standards generally accepted by the financial

The application of such standards would involve a comparison, from a valuation standpoint, of our business combination

target to comparable public companies, as applicable, and a comparison of our contemplated transaction with such business combination

target to other then-recently announced comparable private and public company transactions, as applicable.

The application of

such standards and the basis of our board of directors’

determination will be discussed and disclosed in our tender offer

or proxy solicitation materials, as applicable, related to our initial business combination.

Selection of a target business and structuring

of our initial business combination

Nasdaq rules require

that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of

the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned

on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.

fair market value of our initial business combination will be determined by our board of directors based upon one or more standards

generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples

of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses.

If our board of directors is not able to independently determine the fair market value of our initial business combination, we

will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation

opinions with respect to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will not

be able to make an independent determination of the fair market value of our initial business combination, it may be unable to

do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty

as to the value of a target’s assets or prospects.

We do not intend to purchase multiple businesses in unrelated industries

in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually unrestricted

flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate

our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will

only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the

target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

If we own or acquire less than 100% of the equity interests or assets of a target business

or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will

be taken into account for purposes of Nasdaq’s 80% fair market value test.

There is no basis for stockholders to evaluate

the possible merits or risks of any target business with which we may ultimately complete our initial business combination.

To the extent we effect

our initial business combination with a company or business that may be financially unstable or in its early stages of development

or growth we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor to

evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all

significant risk factors.

In evaluating a prospective

business target, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with

incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well

as a review of financial and other information that will be made available to us.

The time required to

select and evaluate a target business and to structure and complete our initial business combination, and the costs associated

with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result

in our incurring losses and will reduce the funds we can use to complete another business combination.

Lack of business diversification

For an indefinite period

of time after consummation of our initial business combination, the prospects for our success may depend entirely on the future

performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple

entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

By consummating a business combination with only a single entity, our lack of

diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which

may have a substantial adverse impact on the particular industry in which we operate after our initial business combination,

cause us to depend on the marketing and sale of a single product or limited number of products

Limited ability to evaluate the target’s

management team

Although we closely scrutinize

the management of a prospective target business when evaluating a target business, our assessment of the target business’

management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or

abilities to manage a public company.

Furthermore, the future role of members of our management team or of our board, if any,

in the target business cannot presently be stated with any certainty.

While it is possible that one or more of our directors will

remain associated in some capacity with us following our business combination, it is presently unknown if any of them will devote

their full efforts to our affairs subsequent to our business combination.

Moreover, we cannot assure you that members of our management

team will have significant experience or knowledge relating to the operations of the particular target business.

The determination

as to whether any members of our board of directors will remain with the combined company will be made at the time of our initial

business combination.

Following a business

combination, we may seek to recruit additional managers to supplement the incumbent management team of the target business.

cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite

skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders may not have the ability

to approve a business combination

We may conduct redemptions

without a stockholder vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder approval if it is

required by law or Nasdaq, or we may decide to seek stockholder approval for business or other legal reasons.

Presented in the

table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval

is currently required under Delaware law for each such transaction.

Type of Transaction

Purchase of assets

Purchase of stock of target not involving a merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

Under NASDAQ’s

listing rules, stockholder approval would be required for our initial business combination if, for example:

● we issue shares of Class A common

stock that will be equal to or in excess of 20% of the number of shares of our Class

A common stock then outstanding;

● any of our directors, officers

or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest

(or such persons collectively have a 10% or greater interest), directly or indirectly,

in the target business or assets to be acquired or otherwise and the present or potential

issuance of common stock could result in an increase in outstanding common shares or

voting power of 5% or more;

● the issuance or potential issuance

of common stock will result in our undergoing a change of control.

Permitted purchases of our securities

If we seek stockholder

approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant

to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated

transactions or in the open market either prior to or following the consummation of our initial business combination, although

as of the date of this Annual Report they have no commitments, plans or intentions to engage in such transactions.

funds in the trust account will be used to purchase shares in such transactions.

They will not make any such purchases when they

are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited

by Regulation M under the Exchange Act.

Although they do not currently anticipate paying any premium purchase price for such public

shares, there is no limit on the price they may pay.

They may also enter into transactions to provide such holders with incentives

to acquire shares or vote their shares in favor of an initial business combination.

Such a purchase may include a contractual

acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof

and therefore agrees not to exercise its redemption rights.

In the event that our sponsor, directors, officers, advisors or their

affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise

their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under

the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will

comply with such rules.

The purpose of such purchases

would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder

approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to

have a minimum net worth or a certain amount of cash at the closing of the business combination, where it appears that such requirement

would otherwise not be met.

This may result in the consummation of a business combination that may not otherwise have been possible.

As a consequence of any

such purchases, the public “float”

of our common stock may be reduced and the number of beneficial holders of our

securities may be reduced, which may make it difficult to obtain the continued listing of our securities on Nasdaq or another

national securities exchange in connection with our initial business combination.

Our sponsor, officers,

directors and/or their affiliates anticipate that they may identify the stockholders with whom they may pursue privately negotiated

purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders

following our mailing of tender offer or proxy materials in connection with our initial business combination.

To the extent that

our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact

only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust

account or vote against the business combination.

Our sponsor, officers, directors, advisors or their affiliates will only purchase

shares if such purchases comply with Regulation M under the Exchange Act and other federal securities laws.

Any purchases by our

sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange

Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor

from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain

technical requirements that must be complied with in order for the safe harbor to be available to the purchaser.

officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2)

or Rule 10b-5 of the Exchange Act.

Redemption rights for public stockholders

upon consummation of our initial business combination

We will provide our stockholders

with the opportunity to redeem all or a portion of their shares of Class A common stock upon the consummation of our initial business

combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two

business days prior to the consummation of the initial business combination, including any amounts representing deferred underwriting

commissions and interest earned on the trust account not previously released to us to pay our franchise and income taxes, divided

by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the trust account

is approximately $10.00 per public share (based on the trust account balance as of December 31, 2020).

There will be no redemption

rights upon the consummation of our initial business combination with respect to our warrants.

The initial holders, our officers

and directors have agreed to waive their redemption rights with respect to their founder shares and placement shares, as applicable,

(i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended

and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares

if we do not complete our initial business combination by September 29, 2022 and (iii) if we fail to consummate a business combination

by September 29, 2022 or if we liquidate prior to September 29, 2022.

The initial holders and our directors and officers have

also agreed to waive their redemption rights with respect to public shares in connection with the consummation of a business combination

and in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance

or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by September

However, the initial holders and our directors and officers will be entitled to redemption rights with respect to any

public shares held by them if we fail to consummate a business combination or liquidate by September 29, 2022.

Manner of Conducting Redemptions

We will provide our public

stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion

of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination

or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed business combination

or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the

timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law

or stock exchange listing requirement.

Asset acquisitions and stock purchases would not typically require stockholder approval

while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding

common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

structure a business combination transaction with a target company in a manner that requires stockholder approval, we will not

have discretion as to whether to seek a stockholder vote to approve the proposed business combination.

We intend to conduct redemptions

without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock

exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons.

So long as we obtain

and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

If a stockholder vote

is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our

amended and restated certificate of incorporation:

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which

regulate issuer tender offers, and

file tender offer documents with the SEC prior to consummating our initial business combination

that will contain substantially the same financial and other information about the initial business combination and the redemption

rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement

of our initial business combination, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to

purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender offer,

to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct

redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance

with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to consummate our initial business combination until the

expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not tendering

more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares

in an amount that would cause our net tangible assets, to be less than $5,000,001 upon completion of our initial business combination

(so that we are not subject to the SEC’s “penny stock”

rules), or any greater net tangible asset or cash requirement

which may be contained in the agreement relating to our initial business combination.

If public stockholders tender more shares

than we have offered to purchase, we will withdraw the tender offer and not complete our initial business combination.

If, however, stockholder

approval of the transaction is required by law or Nasdaq, or we decide to obtain stockholder approval for business or other legal

reasons, we will, pursuant to our amended and restated certificate of incorporation:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of

the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

file proxy materials with the SEC.

In the event that we

seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith,

provide our public stockholders with the redemption rights described above upon completion of the initial business combination.

If we seek stockholder

approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted

are voted in favor of the business combination.

A quorum for such meeting will consist of the holders present in person or by

proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares

of capital stock of the company entitled to vote at such meeting.

Our sponsor, officers and directors will count toward this quorum

and have agreed to vote their founder shares, private placement shares and any public shares held by them in favor of our initial

business combination.

We expect that at the time of any stockholder vote relating to our initial business combination, our initial

stockholders and their permitted transferees will own at least 26.9% of our outstanding shares of common stock entitled to vote

These quorum and voting thresholds and agreements may make it more likely that we will consummate our initial business

Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the

proposed transaction.

Our amended and restated

certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net

tangible assets to be less than $5,000,001 upon consummation of our initial business combination and, in any event, the terms

of the proposed business combination may require our net tangible assets to be greater than $5,000,001.

For example, the proposed

business combination may require:

(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to

the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions

in accordance with the terms of the proposed business combination.

If the aggregate cash consideration we would be required to

pay for all shares of Class A common stock that are validly tendered for redemption plus the amount of any cash payments required

pursuant to the terms of the proposed business combination exceeds the aggregate amount of cash available to us, we will not consummate

the business combination or redeem any shares and all shares of Class A common stock submitted for redemption will be returned

to the holders thereof.

Limitation on redemption upon consummation

of our initial business combination if we seek stockholder approval

Notwithstanding the foregoing,

if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business

combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,

together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an more than

aggregate of 15.0% of the shares sold in the initial public offering without our prior consent.

We believe the restriction described

above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their

ability to exercise their redemption rights as a means to force us or management to purchase their shares at a significant premium

to the then-current market price or on other undesirable terms.

Absent this provision, a public stockholder holding more than

an aggregate of 15.0% or more of the shares sold in the initial public offering could threaten to exercise its redemption rights

against a business combination if such holder’s shares are not purchased by us or management at a premium to the then-current

market price or on other undesirable terms.

By limiting our stockholders’

ability to redeem no more than 15.0% of the shares

sold in the initial public offering, we believe we will limit the ability of a small number of stockholders to unreasonably attempt

to block our ability to complete our initial business combination, particularly in connection with a business combination with

a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, our amended

and restated certificate of incorporation does not restrict our stockholders’

ability to vote all of their shares (including

all shares held by those stockholders that hold more than 15.0% of the shares sold in the initial public offering) for or against

our business combination.

Tendering stock certificates in connection

with redemption rights

We may require our public

stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street

to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents

mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination

in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository

Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.

The tender offer or proxy materials,

as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate

whether we are requiring public stockholders to satisfy such delivery requirements.

Accordingly, a public stockholder would have

from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the

vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to

exercise its redemption rights.

There is a nominal cost

associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the

The transfer agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or

not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require

holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising

redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different

from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with their business

combinations, many blank check companies would distribute proxy materials for the stockholders’

vote on an initial business

combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating

such holder was seeking to exercise his redemption rights.

After the business combination was approved, the company would contact

such stockholder to arrange for him to deliver his certificate to verify ownership.

As a result, the stockholder then had an “option

window”

after the consummation of the business combination during which he could monitor the price of the company’s

stock in the market.

If the price rose above the redemption price, he could sell his shares in the open market before actually

delivering his shares to the company for cancellation.

As a result, the redemption rights, to which stockholders were aware they

needed to commit before the stockholder meeting, would become “option”

rights surviving past the consummation of the

business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery

prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is

Any request to redeem

such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the

stockholder meeting set forth in our proxy materials, as applicable.

Furthermore, if a holder of a public share delivers its certificate

in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise

such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed

promptly after the completion of our business combination.

If the initial business

combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption

rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will

promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial business

combination is not consummated, we may continue to try to consummate a business combination with a different target until 24 months

from the completion of the initial public offering.

Redemption of public shares and liquidation

if no initial business combination

Our amended and restated

certificate of incorporation provides that we will have only until September 29, 2022 to complete our initial business combination.

If we are unable to consummate our initial business combination by September 29, 2022, we will:

(i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem

the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,

including any amounts representing interest earned on the trust account not previously released to us to pay our franchise and

income taxes and up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares,

which redemption will completely extinguish public stockholders’

rights as stockholders (including the right to receive

further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject

in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless

if we fail to complete our initial business combination within such completion window.

Our sponsor, officers

and directors have waived their rights to liquidating distributions from the trust account with respect to any founder shares

and placement shares held by them if we fail to complete our initial business combination by September 29, 2022.

However, if our

sponsor, officers or directors acquire public shares in or after the initial public offering, they will be entitled to liquidating

distributions from the trust account with respect to such public shares if we fail to complete our initial business combination

by September 29, 2022.

Our sponsor, executive

officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended

and restated certificate of incorporation that (i) would modify the substance or timing of our obligation to redeem 100% of our

public shares if we do not complete our initial business combination by September 29, 2022 or (ii) with respect to any other provisions

relating to stockholders’

rights or pre-initial business combination activity, unless we provide our public stockholders

with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held

in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding

public shares.

However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than

$5,000,001 upon completion of our initial business combination (so that we are not subject to the SEC’s “penny stock”

If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot

satisfy the net tangible asset requirement (described above) we would not proceed with the amendment or the related redemption

of our public shares.

We expect that all costs

and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts

remaining out of the approximately $1,250,000 of proceeds held outside the trust account, although we cannot assure you that there

will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated

with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required

to pay taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional

amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend

all of the net proceeds of the initial public offering and the sale of the placement units, other than the proceeds deposited

in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption

amount received by stockholders upon our dissolution would be approximately $10.00.

The proceeds deposited in the trust account

could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than

Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full

or make provision for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or

provided for before we make any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts,

if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’

Although we will seek

to have all vendors, service providers (except our Independent Registered Public Accounting Firm), prospective target businesses

or other entities with which we do business execute agreements with us waiving any right, title, interest and claim of any kind

in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will

execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the

trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims,

as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim

against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement waiving

such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to

it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third

party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where

we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to

execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

WithumSmith+Brown,

PC, our independent registered public accounting firm will not execute agreements with us waiving such claims to the monies held

in the trust account.

In addition, there is

no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

Investor Holdings IV, LLC has agreed that it will be liable to us if and to the extent any claims by a third party (other than

our independent registered public accountants) for services rendered or products sold to us, or a prospective target business

with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i)

$10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation

of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be

withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to

the trust account and except as to any claims under our indemnity of the underwriters of the initial public offering against certain

liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable

against a third party, then FinTech Investor Holdings IV, LLC will not be responsible to the extent of any liability for such

third party claims We have not independently verified whether FinTech Investor Holdings IV, LLC has sufficient funds to satisfy

its indemnity obligations and believe that FinTech Investor Holdings IV, LLC’s only assets are securities of our company.

We have not asked FinTech Investor Holdings IV, LLC to reserve for such indemnification obligations.

Therefore, we cannot

assure you that FinTech Investor Holdings IV, LLC would be able to satisfy those obligations.

As a result, if any such claims

were successfully made against the trust account, the funds available for our initial business combination and redemptions could

be reduced to less than $10.00 per public share.

In such event, we may not be able to complete our initial business combination,

and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers

will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the

proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in

the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each

case net of the amount of interest which may be withdrawn to pay taxes, and FinTech Investor Holdings IV, LLC asserts that it

is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,

our independent directors would determine whether to take legal action against FinTech Investor Holdings IV, LLC to enforce its

indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against

FinTech Investor Holdings IV, LLC to enforce its indemnification obligations to us, it is possible that our independent directors

in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the

independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable

outcome is not likely.

We have not asked FinTech Investor Holdings IV, LLC to reserve for such indemnification obligations and

we cannot assure you that FinTech Investor Holdings IV, LLC would be able to satisfy those obligations.

Accordingly, we cannot

assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00

per public share.

We will seek to reduce

the possibility that FinTech Investor Holdings IV, LLC will have to indemnify the trust account due to claims of creditors by

endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business

execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

At December 31, 2020, we had access to up to $1,158,934 from the proceeds of the initial public offering held outside the trust

account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,

stockholders who received funds from our trust account could be liable for claims made by creditors.

Under the DGCL, stockholders

may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares if we

do not consummate our initial business combination by September 29, 2022 may be considered a liquidating distribution under Delaware

If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes

reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought

against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day

waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a

liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed

to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro

rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event

we do not consummate our initial business combination by September 29, 2022 is not considered a liquidating distribution under

Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute

of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years,

as in the case of a liquidation distribution.

If we have not consummated our business combination by September 29, 2022, or earlier

at the discretion of our board, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal

to the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust

account, less any interest released to us to pay our franchise and income taxes and up to $100,000 of interest to pay dissolution

expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders

and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for

claims of creditors and the requirements of other applicable law.

Accordingly, it is our intention to redeem our public shares

as soon as reasonably possible following September 29, 2022 and, therefore, we do not intend to comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more)

and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be

complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that

will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the

subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operations will

be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors

(such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained

in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities

with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies

held in the trust account.

As a result of this obligation,

the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any

liability extending to the trust account is remote.

Further, FinTech Investor Holdings IV, LLC may be liable only to the extent

necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser

amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in

value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any

claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities

under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, FinTech Investor

Holdings IV, LLC will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy

petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account

could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third

parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot

assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if we file a bankruptcy petition

or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could

be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent

conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.

our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing

itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing

the claims of creditors.

We cannot assure you

that claims will not be brought against us for these reasons.

Our public stockholders

will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do

not complete our business combination by September 29, 2022, subject to applicable law, (ii) in connection with a stockholder

vote to approve an amendment to our amended and restated certificate of incorporation (a) to modify the substance or timing of

our obligation to redeem 100% of our public shares if we have not consummated an initial business combination by September 29,

2022 or (b) with respect to any other provisions relating to stockholders’

rights or pre-initial business combination

activity or (iii) our completion of an initial business combination, and then only in connection with those shares of our common

stock that such stockholder properly elected to redeem, subject to the limitations described in this annual report.

circumstances will a stockholder have any right or interest of any kind to or in the trust account.

In the event we seek stockholder

approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination

alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption rights as described above.

In identifying, evaluating

and selecting a target business for our business combination, we encounter intense competition from other entities having a business

objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds and operating

businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying

and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial,

technical, human and other resources than we do.

Our ability to acquire larger target businesses will be limited by our available

financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

our obligation to pay cash to our public stockholders who exercise their redemption rights will reduce the resources available

to us for an initial business combination and our outstanding warrants, and the future dilution they potentially represent, may

not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

We currently maintain

our executive offices at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104-2870.

The cost for our use of this space is included

in the $20,000 per month fee we pay to our sponsor or its affiliate for office space, utilities, and shared personnel services.

We consider our current office space adequate for our current operations.

We currently have three

executive officers.

These individuals are not obligated to devote any specific number of hours to our matters but they devote

as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

of time they devote in any time period varies based on whether a target business has been selected for our initial business combination

and the stage of the initial business combination process we are in.

We do not intend to have any full time employees prior to

the consummation of our initial business combination.

Periodic Reporting and Financial Information

We have registered our

units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that

we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual

reports contain financial statements audited and reported on by our independent registered public accountants.

The SEC maintains

an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically

with the SEC at http://www.sec.gov.

We will provide stockholders

with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation

materials sent to stockholders to assist them in assessing the target business.

In all likelihood, these financial statements

will need to be prepared in accordance with GAAP.

We cannot assure you that any particular target business selected by us as a

potential acquisition candidate will have financial statements prepared in accordance with GAAP or that the potential target business

will be able to prepare its financial statements in accordance with GAAP.

To the extent that this requirement cannot be met, we

may not be able to acquire the proposed target business.

While this may limit the pool of potential acquisition candidates, we

do not believe that this limitation will be material.

We will be required to

evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act.

in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal control

procedures audited.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy

of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley

Act may increase the time and costs necessary to complete any such acquisition.

We are an “emerging

growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible

to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

If some stockholders find our

securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities

may be more volatile.

In addition, Section

107 of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended transition

period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words,

an “emerging growth company”

can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion

of the initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we

are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates

exceeds $700 million as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in

non-convertible debt securities during the prior three-year period.

References herein to “emerging growth company”

shall have the meaning associated with it in the JOBS Act.

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to Perella Weinberg Partners and its consolidated subsidiaries following the Business Combination, other than certain historical information which refers to the business of PWP OpCo prior to the consummation of the Business Combination.

We are a leading global independent advisory firm that provides strategic and financial advice to clients across a range of the most active industry sectors and international markets.

We provide advisory services to a wide range of clients globally, including large public multinational corporations, mid-sized public and private companies, individual entrepreneurs, private and institutional investors, creditor committees and government institutions.

We were founded in June 2006 with the opening of offices in New York and London, led by a team of ten seasoned advisory partners who previously held senior management positions at large global investment banks.

The foundation of our Company was rooted in a belief, among other considerations, that clients would increasingly seek out deeply experienced advisors who offer independent strategic thinking and who are not burdened by the complicated conflicts that large investment banking institutions may face due to their various businesses.

The 2008 global financial crisis reinforced this hypothesis and contributed to the early growth of our Company.

Today, we believe that our independence is even more important.

For clients and for us, independence means freedom from the distractions that dilute strategic thinking and a willingness and candor to share an honest opinion, even if at times it is contrary to our clients' point of view.

We believe that our clients choose to engage us because they value our unbiased perspective and expert advice regarding complex financial and strategic matters.

Our business provides services to multiple industry sectors, geographic markets and advisory service offerings.

We believe that our collaborative partnership and integrated approach combining deep industry insights, significant technical, product and transactional expertise, and rigorous work ethic create a significant opportunity for our Company to realize sustainable growth.

We seek to advise clients throughout their evolution, with the full range of our advisory capabilities including, among other things, advice related to mission-critical strategic and financial decisions, mergers and acquisition (“M&A”) execution, shareholder and defense advisory, capital raising, capital structure and restructuring, capital markets advisory, specialized underwriting and research services for the energy and related industries.

Since our inception, we have experienced significant growth in our business, driven by hiring professionals who are highly regarded in their fields of expertise, expanding the scope and geographic reach of our advisory services, deepening and expanding our client relationships and maintaining a firm culture that attracts, develops and retains talented people.

In addition to our hiring and internal development of individual professionals, in November 2016, we completed a business combination with Tudor, Pickering, Holt & Co., LLC (“TPH”), an independent advisory firm, focused on the energy industry, that shares our culture and strategic vision, which increased our footprint in this sector.

As of December 31, 2021, we serve our clients with 422 advisory professionals, including 60 advisory partners (which numbers include two advisory partners who retired from the Company in January 2022), based in ten offices, located in five countries around the world.

We have demonstrated robust financial performance, achieving revenues of $801.7 million and operating income of $66.6 million for the year ended December 31, 2021, revenues of $519.0 million and operating loss of $14.6 million for the year ended December 31, 2020 and revenues of $533.3 million and operating loss of $155.1 million for the year ended December 31, 2019.

The operating losses in 2019 and 2020 were largely due to amortization of the equity-based compensation awards granted by Professional Partners, which have no economic impact on PWP or PWP OpCo.

The vesting of equity awards granted in connection with the Transaction have been and will be recorded as an equity-based compensation expense at PWP OpCo for generally accepted accounting principles in the United States (“U.S.

GAAP”) accounting purposes.

As a result (or due to other factors), we may continue to experience operating losses in future periods.

We believe we have established leading franchises in each of our areas of focus, as evidenced by the lead role we often command among advisors, the complexity of the situations in which we advise clients and our clients’ reputation as leaders in their respective industries.

Our Market Opportunity

We founded our Company with the objective of providing strategic and financial advice to business leaders that is critical to the success of their businesses throughout their corporate evolution.

The decisions that business leaders confront often transcend traditional transaction-related questions, focusing instead on the core risks and opportunities facing their businesses.

We believe that clients are increasingly looking for an independent advisor who can serve as an unbiased sounding board, work with them in genuine partnership and be by their side as they navigate mission-critical and complex issues.

We believe many factors drive the demand for such advice, including, but not limited to:

Sector-Specific Transformation and Disruption:

The sectors on which we focus are all experiencing change at an accelerating pace.

Such change within a sector may be driven by new regulation, new competition, business model innovation and transformation and the increasing impact of technology, among other factors.

Business leaders are highly focused on the effect of such change on their marketplace and the implications for their businesses.

Business Growth:

Business leaders all share a desire to grow their business and improve their position relative to their peers and the market overall.

This focus on growth often can lead to organic and inorganic initiatives such as business or business model transformation, expansion through acquisitions, rationalization of certain low-growth, non-core elements of their businesses or the selection of technologies that can alter the trajectory of their businesses.

Challenges for Leadership:

Business leaders have to be vigilant in how they confront specific immediate and potential future challenges.

These challenges can range from traditional business execution risk, to increased competitive risks, to funding and balance sheet constraints to shareholder initiatives or governance-related matters.

These challenges are often highly complex and can be mission-critical to the success or survival of a company.

Rapidly Changing Political and Regulatory Landscape:

Changes in political regimes, regulation, monetary policies, tariff policies, tax policies, environmental laws, regulations and policies, migration policies and economic stability, among others, can have a significant impact on the decisions that business leaders make to drive the success of their businesses.

The above issues are among the most important topics faced by business leaders every day, regardless of the size or the global nature of their business.

In a business environment that is increasingly competitive, global, and undergoing significant transformation, we believe that business leaders will increasingly seek to partner with advisors who provide independent thought and advice to holistically navigate these opportunities and challenges and drive the long-term success of their businesses.

We believe that our collaborative partnership and integrated approach positions us well to stand by our clients and support them with independent thinking, expertise and knowledge, and that this can lead to an expanded demand for our advisory services.

The principal drivers of this opportunity include:

Growing Demand for Independent Advice :

We believe the momentum driving demand for independent advice remains strong.

When we founded our Company in 2006, this dynamic was driven largely by growing client concern about conflicts at the large financial conglomerates and a growing desire by bankers to join a pure play advisory platform, all of which became increasingly apparent during the 2008 global financial crisis.

In our experience, our clients value a broad approach to independence—advisors who deliver deep industry, product and technical expertise rather than offer a wide array of financial products while also acting as transaction counterparty.

Since 2005, the year before our founding, the demand for independent advice has increased significantly.

On average, our peer independent advisory firms advised on 66% of volume from the top 25 announced M&A transactions in the five-year period ended December 31, 2021, up from 47% on average during the five-year period ended December 31, 2005, according to Dealogic.

Similarly, according to Dealogic, the estimated M&A fee pool of our peer independent advisory firms averaged $5.4 billion in the five-year period ended December 31, 2021, up from an average of $1.2 billion in the five-year period ended December 31, 2005.

We expect the trend toward independent advice to continue as business leaders become increasingly experienced with the independent advisory model and believe our Company is well positioned to continue to capitalize on this trend.

Dynamic Mergers & Acquisitions Activity:

We believe the M&A environment will remain active based on a variety of economic, regulatory and strategic factors, strong corporate balance sheets, significant undeployed venture and private equity capital, attractive financing markets, a rapidly accelerating trend toward global consolidation and business model transformation.

However, we also see various factors which we believe could make our markets more volatile and 2022 a less active year in M&A than 2021 including rising interest rates and inflation, shifting US anti-trust policy, potential tax law changes, geopolitical developments, international hostilities and other factors.

In 2021 and 2020, globally announced M&A volume reached $5.8 trillion and $3.7 trillion, respectively, with approximately 71% occurring in North America and in Europe, the markets in which we are primarily focused.

Dealogic estimates that the global M&A fee pool averaged approximately $30 billion annually in the five-year period ended December 31, 2021, which illustrates the large market opportunity that exists today.

We believe that our Company is well positioned to further capitalize on these robust fundamentals and M&A trends, which we expect will continue to drive global growth of the financial advisory market.

Growing Demand in Liability Management (Restructuring and Capital Markets) Advisory Services:

We believe that, due to large debt issuances by companies in recent years, a steady liability management (including restructuring and capital markets) advisory market will continue to exist as interest rates rise and/or credit markets become more difficult to access, even with a stable macroeconomic environment and robust M&A activity.

According to Dealogic, the past nine years represented record years in volume of corporate bond issuance in the United States, as companies took advantage of historically low borrowing costs to add leverage to their capital structures.

Additionally, beyond typical capital structure-related issues, we believe that the pace of business model transformation driven by a changing regulatory backdrop, and technology innovation and unanticipated shock resulting from the COVID-19 pandemic, among other factors, will lead to an entirely different wave of restructuring activity as companies consider their readiness for such change and the requirements to fund their growth and success in such an environment.

We believe our integrated industry and geographic approach positions us to provide solutions to clients in both robust and challenging economic environments.

We also believe that our broad industry coverage is an attractive complement to our restructuring and capital markets advisory practices due to the often uncorrelated industry-specific challenges that can lead to disruption for companies in distressed situations.

Our strong positioning in each of our primary areas of industry focus and our restructuring and capital markets advisory practices diversifies our revenues and differentiates us from our peers.

Our Principles Define Our Strategy

Since our founding in 2006, we have focused on building a trust-based, focused, and high-intensity advisory business that we believe is well positioned to deliver significant value to our clients, our shareholders, and our employees.

Five key principles drive our approach:

Relationships are Everything to Us:

We cultivate deep, long-term relationships, which transcend traditional transactional dialogue.

Our clients often rely on us to assist them in assessing opportunities and challenges throughout their corporate evolution.

Partnership is at Our Core:

We operate as a highly collaborative and integrated partnership defined by a culture of integrity, humility, rigor, and intensity.

Working together is a critical ingredient of our success.

Focused Internationally:

Since its founding, our organization has been integrated globally and is deliberately focused on the most active advisory markets worldwide.

Our closely integrated partnership approach enables us to efficiently leverage our deep industry expertise with clients across geographies.

We Thrive in Complexity:

We excel in complex, mission-critical situations where we can utilize our insights, experience, deep strategic thinking and personalized approach to partner with our clients to achieve their objectives.

Independence is Core to Our Character:

We strive to be viewed as independent thinkers and our goal is to attract people to the Company with innovative, independent views and a willingness to speak with candor.

We are not afraid to voice our perspective and are not afraid for “no” to be the right answer.

We believe these principles capture the essence of who we are and how we seek to be thought of in our markets.

If we remain focused on these principles, we believe clients will continue to have the confidence to put their trust in us.

Our Key Competitive Strengths

When we founded the Company, we saw a compelling market opportunity to create a platform with deeply experienced, senior advisory professionals from the most reputable institutions around the world to focus solely on advising clients without the distractions and conflicts that may often plague senior bankers at large investment banking institutions.

Over fifteen years later, we have built a leading global independent advisory platform offering a range of advisory services.

Our success has been driven by the trust bestowed upon us by our clients, the high-caliber professionals who have joined the Company, and the continued growth in demand for independent advice.

We believe the primary qualities that drive our success include:

Deep Industry Insights:

We believe our clients increasingly value advisors with deep industry insights when making strategic decisions that impact their businesses.

These insights develop from extensive transaction experience and deep technical knowledge, and they serve as a platform for thought partnership with clients.

Our primary areas of industry focus include:

Consumer & Retail;

Financial Institutions;

and Technology, Media & Telecommunications.

We strive to attract and elevate individuals who are, or will be, considered thought leaders in their fields of focus.

We believe our focused teams in the industries, geographies and product areas in which they specialize are leaders in their fields.

We plan to continue investing in and developing professionals who will enhance our reputation as thought partners of choice to the leaders in the sectors, geographies and products on which we focus.

Independent Thought:

Our foundation is rooted in a conviction, among other considerations, that clients would increasingly seek out advisors who offer independent thinking and who are not burdened by the complicated conflicts that large investment banking institutions may face due to their various businesses.

We believe that our independence remains critically important and is increasingly valued by clients.

We believe that our clients choose to partner with us because they value our unbiased perspectives and expert advice regarding complex financial and strategic matters, and appreciate the combination of candor and alignment of interests with their objectives that is at our core.

Innovation, Creativity and Ingenuity:

From the very beginning, we have strived for differentiation.

We seek original and exceptional ways to deliver value to our clients and to improve the way we operate.

Our firm culture is an environment where colleagues are empowered to think expansively, question assumptions and pursue their ideas in an open and collaborative atmosphere.

Our unique blend of innovation, creativity and ingenuity positions us well to advise on transformative and mission-critical situations for our clients.

High Standards of Integrity:

We earn trust—our most important currency with clients and each other—first and foremost through integrity.

We demand integrity from all of our employees in the way that they tackle their day-to-day duties, the way in which they treat clients and the way we treat each other.

Integrity applies to everything we do as advisors, including the quality of the industry insights we share and our willingness to advise against transacting when an opportunity is not beneficial to our client.

We demand the highest standards of integrity from all of our team members, from those hired directly out of college or business school to those with decades of experience.

Rigorous Work Ethic:

As an advisory firm, the primary assets we bring to bear on any engagement are deep insights and creative ideas.

However, great insights and ideas alone are not sufficient.

In order for us to earn the role as a client's advisor of choice, we must complement such insights and ideas with tireless work ethic, rigor, and intensity in everything we do in partnership with our clients.

Our intensity extends throughout our business, from our junior personnel to our most experienced advisory professionals.

We believe that if we can continue to maintain these standards, we will retain our reputation as a partner of choice.

We believe the attributes above are all critical components of our success.

We endeavor to embody all of these attributes to maximize the value that we can create for our clients, our shareholders, and our people.

We believe that our integrated approach and our partnership culture in how we work with each other and our clients provides an ideal platform to deliver the strategic and financial advice sought by our clients.

We believe that if we continue to remain focused on these attributes, we will create a truly unique firm where the very best professionals prefer to work, and one that clients consistently recognize as the advisor they want by their side when it matters most.

Our Growth Strategy

Our growth strategy centers on the expansion of the depth and breadth of our advisory business in the markets we serve today and the additional markets that we may expand into in the future.

This expansion will be driven by our ability to attract and develop outstanding professionals who complement or expand our market presence or broaden our advisory product offerings.

Based on our partners' expertise and client relationships, we believe our coverage presence in each of our industry sectors reaches between one-quarter and three-quarters of the relevant subsectors in the U.S.

and between one-quarter and one-half of the relevant subsectors in Europe.

As we execute on our growth strategy, we expect to expand our relationships with clients and the capabilities we can offer them, which will enhance our position as a leading independent advisory firm.

We plan to accomplish these goals by executing on the following strategies:

Leveraging our Existing Client Relationships:

As we grow our business, we seek to deepen and expand our client relationships, which are the foundation of our Company's success.

We believe that we can accomplish this by applying a combination of our deep sector expertise, our propensity for independent thought and our tireless and intense work ethic to confront the most complex challenges that our clients face.

As our relationships with clients grow, we strive to be a more integrated partner in their strategic dialogue in a manner that goes beyond traditional transactional work.

We believe that this consistent, long-term approach to developing client relationships will drive superior growth potential for our Company.

Broadening Client Coverage in Our Markets of Focus:

We have established a strong global presence in six industry sectors across which we apply our recognized M&A, capital markets and restructuring expertise to assist clients as they tackle critical decisions for their businesses.

While we believe we have successfully established well-regarded practices in these core industry areas, we believe that we have substantial head room to further expand our coverage in these sectors.

We intend to continue to invest in our areas of strength, and remain focused on the most relevant sectors and geographies for our business.

In addition, we expect to cautiously expand our industry coverage footprint and our geographic presence in markets we believe represent a substantial commercial opportunity for the Company.

Expanding Our Advisory Capabilities to Better Serve Our Clients:

We provide a range of advisory services to our clients, including strategic advisory, M&A, restructuring and capital structure advisory, capital markets advisory and energy underwriting and research.

We believe we have established a reputation for the quality of our advice across these products and will continue to deepen our capabilities in the core product areas we compete in today.

As we expand our client base and deepen our relationships with those clients, their need for a broader and more developed array of advisory services may grow.

We plan to also invest in expanding our capabilities to provide additional advisory services where we believe such expansions can represent a compelling value proposition to our clients and an attractive commercial opportunity for us.

Investing to Drive Innovation and Insights:

We believe that the market for advisory services is undergoing a period of transition away from solely transactional advice.

Independent thought leadership and critical and innovative thinking are increasingly valued and expected from a trusted advisor on a continuous basis.

To succeed in this new paradigm, we plan to invest rigorously in driving innovation in the way we work with clients, in the ideas that we generate for clients and in insights into the specific challenges our clients face in their target markets, taking into account, among other things, the technological disruption currently facing all industries.

Attracting, Developing and Retaining World-Class Talent to the Company:

Attracting and retaining world-class talent at the Company is a critical component to our growth and to our success.

We will continue to attract, develop and retain advisory professionals who seek an environment where they can collaborate to deliver excellent advice to their clients.

The profiles of the people we aim to recruit are consistent in that (i) they have a strong desire to devote their full time to advising clients, (ii) they are highly committed individuals, often with a long track-record at their prior firm, (iii) they are not afraid to be honest with their clients when “no” might be the right answer, (iv) they are willing to make a long-term commitment to our Company and (v) they are committed to mentorship and investing in expanding our commitment to diversity and inclusion.

We have also put significant emphasis on the training and development of all of our professionals, and plan to continue investing meaningful resources in our human capital with commitment to investing in diversity and inclusion.

As a result, we have a deep bench of internally developed talent at all levels, as evidenced by an increasing number of internal senior promotions.

We believe that the combination of our efforts to internally develop professionals and to continue growing through lateral hires provides for a vibrant environment that fosters adoption of best practices and diversity.

Maintaining Discipline in How We Manage Our Business:

We manage our business in an effort to deliver value creation to our shareholders.

To accomplish this, we demand accountability at all levels, including our sector, product and corporate teams.

This culture of accountability helps ensure that appropriate balance is in place to drive responsible profit margin expansion over time while at the same time continuing to invest in growth.

We also apply opportunities for investment to drive innovation, investments in external hires and the establishment of new offices.

We believe that this discipline will enable us to maintain our competitive edge while also delivering appropriate returns and long-term value creation to our shareholders.

We believe all of these factors are important to our continued success.

Additionally, we believe we will benefit from growing comfort in the independent advisory model from business leaders across the sectors of the economy which we believe will expand our overall market opportunity.

Our Advisory Offerings

We are a leading independent provider of strategic and financial advice to clients across a range of the most active sectors and international markets.

We believe that the demand for independent strategic and financial advice is growing, and that our integrated approach combining deep industry insights, significant technical, product and transactional expertise, and rigorous work ethic creates a significant opportunity for our Company.

Since our founding, we have rapidly scaled our global platform.

We believe clients value our ability to put their interests ahead of our own and, accordingly, will increasingly want us by their side.

We deliver the full resources of our Company and high level senior banker attention to every client, regardless of size or situation.

Our business provides services to multiple industry sectors and geographic markets through a broad range of advisory service offerings, which we believe offer us an opportunity to realize sustainable growth.

Our primary areas of industry focus include:

Consumer & Retail;

Financial Institutions;

and Technology, Media & Telecommunications.

We complement our industry focus with extensive advisory expertise in the largest international advisory markets.

We operate primarily out of ten offices in the United States, Canada, the United Kingdom, France and Germany, and we have deep international experience that has enabled us to work extensively with clients worldwide.

Since our inception, we have advised over 1,000 clients on transactions in over 40 countries.

We seek to generate repeat business from our clients by becoming long-term partners to them, rather than being viewed as solely transaction focused.

In an effort to develop new client relationships, we maintain an active dialogue with a large number of potential clients, as well as with their financial and legal advisors, on an ongoing basis.

We continue to build new relationships through our business development initiatives, proprietary client engagement (including sector or product focused conferences), growing our senior team with professionals who bring additional client relationships, and through introductions from our strong network of relationships with senior executives, board members, attorneys and other third parties.

We have also grown our business through client referrals, which we proudly believe validates such clients' satisfaction with our services.

Our Advisory Services

We seek to advise our clients throughout their corporate evolution, with the full range of our advisory capabilities.

Those services include advice related to mission-critical strategic and financial decisions, M&A execution, shareholder and defense advisory, capital raising, structure and restructuring, capital markets advisory, energy underwriting and equity research.

M&A and Strategic Advisory:

We have established a leading M&A and strategic advisory practice, advising clients on a range of strategic issues, risks and opportunities impacting their businesses.

In these advisory relationships, we work closely with our clients through all stages of their assessment and evaluation of a range of strategic opportunities.

Often, such situations can be complex and are mission-critical to the success of our client's businesses.

In these situations, we believe we have built a reputation for providing valuable insights, experience, deep strategic thinking, rigor, technical expertise and a personalized approach in our partnerships with our clients to thoughtfully achieve their objectives.

Liability Management and Capital Structure Advisory:

We have built a leading franchise to serve the liability management market (including restructuring).

Our liability management professionals partner with our industry professionals to provide holistic advice related to capital structure and potential solutions in anticipated or actual financial distress situations, including corporate workouts, Chapter 11 proceedings, and prepackaged bankruptcies.

We advise both companies and creditors, utilizing our strong relationship network to access capital, identify potential partners and drive support for our transactions.

We understand that during times of financial distress, having a true and trusted partner as an advisor is of critical importance, and our partnership and collaboration with our clients during these times have helped us develop long-lasting relationships.

Capital Markets Advisory:

We also advise clients on capital markets matters, both in transaction-related and ordinary course financing execution.

We provide comprehensive capital structure advice and help our clients develop financing solutions tailored to their specific needs.

We partner with our clients to advise on all aspects of public and private debt and equity transactions.

For example, we have an active private capital raising business focused on providing privately marketed and negotiated financing solutions to clients requiring substantial amounts of capital to fund growth initiatives or other specific financing needs.

We believe our independence and objectivity, coupled with our deep experience in such matters, inform our market views and enhance the likelihood of a successful transaction for our clients.

Company Investments Including Special Purpose Acquisition Companies:

We have a relationship with the sponsor of PWP Forward Acquisition Corp.

I (“PFAC”), a special purpose acquisition company (“SPAC”) that was formed to effect a business combination with a company that is founded by, led by or enriches the lives of women.

We may in the future have relationships with or invest in subsequent SPACs and similar entities.

SPACs provide us with opportunities to use our expertise to assist private companies in accessing growth capital and becoming publicly-traded companies.

In addition, we may in the future invest in companies, including our clients, or enter into new business lines, including alongside our clients, employees, officers and directors.

We believe working with growth companies enhances our network and facilitates dialogues with other participants in those industries, and subsequently may lead to business opportunities.

Collaborations with Other Firms:

The Company has entered into collaborative relationships with certain other firms, including Mizuho Securities Co., Ltd., Banco Itau BBA S.A., and CICC US Securities, Inc.

Under these collaborative relationships, the Company and such other firms have expressed their non-binding intention to provide strategic advice to certain companies within applicable regions.

We believe that the collaborations, while generally not exclusive, will create new opportunities for the clients of both the Company and its collaborators as they benefit from the firms' combined experience, deep industry insights and market and regional intelligence.

As part of the collaborations, the firms may second personnel to each other.

The Company and its collaborators may approach applicable companies jointly and will seek to equitably share the fees earned from such clients.

We are constantly evaluating the opportunity to collaborate with other organizations across disciplines to enhance our advisory service offerings to our clients.

Since our inception, we have advised on over $1 trillion of M&A transactions with over 1,000 clients in over 40 countries across a broad range of transaction types.

Our clients include large public multinational corporations, mid-sized public and private companies, individual entrepreneurs, private and institutional investors, creditor committees and government institutions.

We strive to maintain long-term relationships with these clients and in many cases work with them across multiple transactions.

Some illustrations of the noteworthy transactions in which we have advised clients in recent years include:

Large-Cap Advisory Mid-Cap Advisory Restructuring / Capital

Client Transaction Client Transaction Client Transaction

Financial advisor to Royal Dutch Shell in connection with the $9.5B sale of Shell's Permian business to ConocoPhillips

Financial advisor to Quidel in connection with Quidel's $6.0B acquisition of Ortho Clinical Diagnostics

Financial advisor to Lufthansa in connection with its €2.1B capital increase

Lead financial advisor to Baxter in connection with Baxter's $12.4B acquisition of Hillrom

Financial advisor to HELLA in connection with HELLA's €6.8B business combination with Faurecia

Financial advisor to Invitae Corporation in connection with its $1.15B Convertible Notes Offering to SB Management

Financial advisor to Vonovia in connection with Vonovia's €29B business combination with Deutsche Wohnen

Financial advisor to MKS Instruments in connection with MKS's $6.5B acquisition of Atotech

Financial advisor to Garrett Motion in connection with its Chapter 11 process

Advisor to the Independent Transaction Committee of Discovery, Inc.

in connection with Discovery’s $22.2B business combination with AT&T’s WarnerMedia

Financial advisor to Luminex in connection with its $1.8B sale to DiaSorin

Capital markets advisor to Maravai LifeSciences on pricing of upsized Initial Public Offering

Financial advisor to Veolia in connection with Veolia's €25.9B merger with Suez

Exclusive financial advisor to Kraft Heinz in connection with the $3.35B sale of its Planters brand to Hormel Foods Corporation Independent capital markets advisor to Maravai LifeSciences on its follow-on offering of common stock

Advisor to Owl Rock Capital Partners LP in executing a definitive business combination agreement with Dyal Capital Partners to form Blue Owl Capital Inc.

and list on NYSE via a $12.5B business combination with Altimar Acquisition Corporation

Financial advisor to PureCycle Technologies in its merger with Roth CH Acquisition I Co.

and $1.2B listing on the Nasdaq

Financial advisor to Royal Caribbean Cruises Ltd.

in connection with multiple financing transactions across both the debt and equity capital markets

Exclusive financial advisor to Northrop Grumman Corp.

on the sale of its Federal IT and Mission Support Services Business to Veritas Capital Fund Management, LLC for $3.4B

Financial advisor to Precision Medicine Group, LLC in majority investment and recapitalization transaction led by The Blackstone Group Inc.

Advisor to the Ad Hoc Committee in Pacific Gas and Electric Company’s debt restructuring

Exclusive advisor to Northrop Grumman Corp.

in its $9.2B acquisition of Orbital ATK, Inc.

Financial advisor to KKR in connection with KKR's $5.3B acquisition of Cloudera

Financial advisor to Alta Mesa Resources, Inc.

in connection with its Chapter 11 process

Advisor to the Supervisory Board of Peugeot S.A.

on its $26B merger with Fiat Chrysler Automobiles N.V.

Financial advisor to KKR & Co.

on its $4.3B acquisition of a majority stake in Coty Inc.’s Professional Beauty and Retail Hair businesses and $1.0B investment in Coty Inc.

in the form of convertible preferred shares

Financial advisor to Del Monte Foods, Inc.

and Del Monte Pacific Limited on capital structure refinancing

Sole financial advisor to Oaktree Capital Group, LLC in 62% sale to Brookfield Asset Management Inc.

Lead financial advisor to Invitae Corp.

in connection with $1.4B business combination with ArcherDX, Inc.

Financial advisor to Sabre Corp.

on its $1.1 billion secured and exchangeable note offerings

Advisor to Altria Group, Inc.

in connection with its stake in SABMiller plc’s $107B sale to Anheuser-Busch InBev SA/NV

Sole financial advisor to PayPal Holdings, Inc.

on its $4B acquisition of Honey Science Corporation

Financial advisor to the Ad Hoc Group of Constitutional Debtholders on settlement with Puerto Rico Oversight and Management Board

Advisor to Altria Group, Inc.

in its $12.8B investment in JUUL Labs, Inc.

Advisor to Occidental Petroleum Corp.

on formation of Midland Basin JV with EcoPetrol for $1.5B

Advisor to Legacy Reserves Inc.

in its joint Chapter 11 plan of reorganization

Financial advisor to Altria Group, Inc.

on its $1.8B acquisition of Cronos Group Inc.

Exclusive financial advisor to Cantel Medical Corp.

on its $775M acquisition of Hu-Friedy Mfg.

Exclusive financial advisor to the Special Committee of the WeWork Board of Directors

Advisor to E.ON SE in its $54B acquisition of innogy SE and exchange of assets with RWE AG

Exclusive advisor to SodaStream International, Ltd.

in its $3.2B sale to PepsiCo Inc.

Advisor to one of the largest creditors in Sears, Roebuck and Co.’s debt restructuring

Lead advisor to Becton, Dickinson and Co.

in its $24B acquisition of C.R.

Advisor to Apache Corporation in the $3.5B formation of Altus Midstream LP

Advisor to iHeartMedia, Inc.

independent directors

Our Commitment to Environmental, Social and Governance Leadership

We believe that leadership in the Environmental, Social and Governance (“ESG”) issues is a central element of our Company's mission because our success is tied to how responsibly and sustainably we run our business.

Over the past few years, we have taken steps to oversee and manage business-relevant ESG factors that impact the long-term interests of our stakeholders, such as engaging our employees and promoting a diverse and inclusive workplace, safeguarding our data through a cybersecurity program, and adhering to what we consider to be best practices in corporate governance and risk assessment and mitigation.

Our board of directors, as well as our management team, provide direction and oversight with respect to the evolving priorities of our Company's ESG initiatives, organized into three pillars, which, in turn, contain focus areas for our attention and action:

• Environmental.

The Environmental pillar is focused on assessing and monitoring our environmental footprint, and proactively raising our firm-wide awareness of environmental risk and opportunity by committing to sustainable practices to oversee environmental aspects in our business activities.

The Social pillar is focused on promoting diversity and inclusion, reinforcing our commitment to engage, develop and motivate our employees, and maintaining a rigorous cybersecurity program to protect our valuable data.

• Governance.

The Governance pillar is focused on upholding our commitment to ethical business conduct, professional integrity and corporate responsibility by integrating strong governance and enterprise risk management oversight across all aspects of our business.

Our People and Inclusive Culture

We believe that our people are our most valuable asset.

Our goal is to attract, develop and retain the best and brightest talent in our industry across all levels.

We strive to foster a collaborative environment, and we seek individuals who are deeply committed to their clients, passionate about our business and additive to our culture.

Since our founding we have experienced significant growth of our team.

At founding in 2006, we began the Company with 16 advisory professionals, including ten advisory partners.

By 2010, we had grown our Company to 137 advisory professionals, including 24 advisory partners.

By 2014, we had grown our Company to 183 advisory professionals, including 32 advisory partners.

The drivers of the growth of the Company include a combination of internal promotions, lateral recruiting in our areas of focus and, in the case of the TPH Business Combination (as defined below), the addition of a substantial number of new partners and advisory professionals through a business combination.

In addition to this promotion and addition of external hires, we have also maintained significant discipline in how we assess our advisory professionals within our culture and our strategic and financial objectives.

Accordingly, we have developed a comprehensive internal review process and significantly evolved the partnership over our history.

Today, we believe we have established a rigorous recruiting and review process that ensures that we maintain consistently high levels of performance and of quality among our advisors, which best positions us to serve our clients and their growing advisory needs.

Our partners are compensated based on their overall contribution to value creation for our Company.

Contribution includes, among other things, the quality of advice and execution provided to clients, intellectual content and thought leadership, the financial contribution to the Company, the commitment made to recruiting new talent, the creation of an inclusive work environment and the overall spirit of partnership they demonstrate in working with their colleagues and their clients.

We do not compensate on a commission-based pay model, whereby bankers are rewarded solely based upon financial contribution.

We believe that our compensation model encourages a collaborative environment and attracts talented advisory professionals to join our Company.

We recruit our junior professionals from the world's leading undergraduate and graduate programs.

We have developed a dedicated campus recruiting effort through which we have hired approximately 280 analysts and associates since 2017.

We devote significant time and resources to attracting, training and mentoring our employees.

This starts with positioning our Company to attract competitive, high caliber talent and providing a hands-on development platform from day one through our global internship program and full-time training program.

As a testament to our efforts, in each of the last six years, the Vault Best Internship and Banking 25 surveys have ranked us Top Ten for Investment Banking Internships and Top Five for Formal Training.

Following training, our junior professionals work closely with their deal teams to receive significant transactional experience across a wide range of products and industries.

We believe this exposure enhances the investment banking experience and allows our junior professionals to develop and refine their proficiency in a broad variety of corporate finance matters at an early stage in their career.

We are committed to talent retention, and our goal is to develop our brightest and most ambitious junior professionals into successful partners.

To this end, as of December 31, 2021, 21 of our 60 advisory partners were promoted internally.

Diversity, equity and inclusion, which is one of the focus areas of the Social pillar of our ESG initiative, have been foundational elements at our Company to create a workforce comprised of people with different backgrounds and experiences who can collectively bring a strong diversity of thought to our advisory services.

In addition to a number of firm-wide policies and procedures to promote diversity, equal opportunity and anti-discrimination, our programs, such as the Global Women's Advisory Prep Program and the Global Advisory Diversity Prep Program, have been instrumental to increase representation of women and ethnically diverse junior professionals.

Our focus and effort on recruiting and developing undergraduate women through the Women's Advisory Diversity Prep Program has significantly increased the number of women in our entry level classes since the program's launch in 2015.

We have also implemented talent acquisition strategies, which include assessment training and resources, to ensure we attract and identify the best, most diverse junior professionals to our Company and provide an equitable hiring process.

To further foster a diverse and inclusive culture, employees participate in an interactive Conscious Inclusion workshop to explore conscious and unconscious biases and their impact, increase awareness of our reactions to differences and develop strategies for implementing inclusive behaviors in the workplace.

In addition to recruiting and developing advisory professionals, we have also entered into formal relationships with certain senior advisors who work with our advisory professionals to augment our overall advisory services to our clients.

These individuals are generally former business leaders who previously worked within the sectors on which we focus.

They bring a wealth of personal experience confronting many of the challenges our clients face and thereby complement our thought partnership with our clients.

Our senior advisors are specifically selected to help us broaden the profile of advisory services we can deliver to our clients and address a larger scope of our clients' challenges, beyond traditional investment banking advice.

As of December 31, 2021, we had 602 employees.

Our Focus on Cybersecurity

We strive to protect the reputation of our Company by establishing, protecting and defending our data and systems in a number of ways through a combination of processes, tools, and awareness-building.

We adhere to the best practices outlined in the National Institute of Standards and Technology (“NIST”) and International Organization for Standardization (“ISO”) frameworks, and our policies and procedures in managing personally identifiable information (“PII”) are in compliance with General Data Protection Regulation (“GDPR”) requirements.

We maintain an ongoing process to enhance security and optimize our IT systems, and regularly conduct security assessments and testing of our systems to verify our systems' integrity to protect against the compromise from both internal and external sources.

In addition to identifying information security risks, we have put robust controls in place to seek to reduce or mitigate such risks.

Cybersecurity training is conducted annually and we maintain system logs of user activities, exceptions, and security events for a period consistent with industry best practices unless otherwise required by law, regulation or contractual obligation.

Multi-factor authentication is used for all remote access mechanisms that provide employee access to our infrastructure or data, and we employ rigorous measures to appropriately handle and protect sensitive and confidential data.

We take precautionary measures to minimize, to the extent possible, the use of PII and the electronic or courier-based transmission of sensitive and confidential data, relying instead on approved and secured digital data transfer services which provide a tightly controlled and selective access to such information.

All data is appropriately secured when at-rest or in-transit, and industry standard encryption is used to the maximum extent possible.

We also take multiple steps to ensure our ability to restore data in the event of data failure, corruption, accidental deletion, or malicious tampering.

The TPH Business Combination

On November 30, 2016, we completed a business combination with TPH, an independent advisory firm focused on the energy industry (the “TPH Business Combination”).

TPH was founded in 2007 and is headquartered in Houston, Texas.

This combination strengthened our position serving the energy sector and enabled deeper penetration in energy-adjacent sectors, such as chemicals and diversified industrials.

The combination also added TPH's securities business, which we believe is recognized for its deep domain research and thought-leadership, and strengthened our capabilities in providing capital markets solutions to our clients.

PWP Separation

On February 28, 2019, we effected the separation of our advisory business from the asset management business of PWP OpCo pursuant to a master separation agreement, pursuant to which PWP Capital Holdings LP (“PWP Capital”) became the holding company for our asset management business and PWP OpCo continued to be the holding company for our advisory business (the “PWP Separation”).

For additional information about the PWP Separation and our relationship with PWP Capital, see “Part III—Item 13.

Certain Relationships and Related Persons Transactions, and Director Independence—PWP Related Party Transactions—Agreements with PWP Capital.”

Organizational Structure

We are a holding company and our only material assets are our partnership interests in PWP OpCo and our equity interest in the general partner of PWP OpCo, PWP GP, LLC (“PWP GP”).

We operate and control all of the business and affairs of our advisory business, as run by PWP OpCo and its operating entity subsidiaries, indirectly through our equity interest in PWP GP.

The financial services industry is intensely competitive, and we expect it to remain so.

Our competitors are other investment banking and financial advisory firms.

We compete on both a global and a regional basis, and on the basis of a number of factors, including our reputation, depth of client relationships, industry knowledge and insights, transaction execution skills, our range of products and services, innovation and price.

We believe our primary competitors in securing advisory engagements include the investment banking businesses of Bank of America Corporation, Barclays Capital Inc., Citigroup Inc., Credit Suisse Group AG, The Goldman Sachs Group, Inc., JPMorgan Chase & Co., Morgan Stanley, UBS Securities LLC and other large investment banking firms as well as independent investment banking firms such as Centerview Partners, Evercore Partners Inc., Greenhill & Co., Inc., Guggenheim Partners, Houlihan Lokey, Inc., Lazard Ltd, Moelis, Inc., NM Rothschild & Sons Limited, PJT Partners, Inc., and other closely held boutique firms.

We compete for business as well as to attract and retain qualified employees.

Our ability to continue to compete effectively in our business will depend upon our ability to attract new employees and retain and motivate our existing employees who are essential to our ability to serve clients.

In past years there has been substantial consolidation in the financial services industry.

Many firms have the ability to offer a wider range of products, from loans, deposit-taking and insurance to brokerage, asset management and investment banking services, which may enhance their competitive position.

They also have the ability to support investment banking and securities products with commercial lending and other financial services revenues in an effort to gain market share, which could result in pricing pressure in our business or loss of opportunities for us.

In addition, we may be at a competitive disadvantage relative to certain of our competitors who are able to, and regularly do, provide financing or market making services that are often instrumental in effecting transactions.

The trend toward consolidation has significantly increased the capital base and geographic reach of our competitors as well as the potential for actual or perceived conflicts of these firms.

Our business, as well as the financial services industry generally, is subject to extensive regulation in the United States and abroad.

As a matter of public policy, regulatory bodies in the United States and foreign jurisdictions are charged with safeguarding the integrity of their home country securities and other financial markets and with protecting the interests of clients participating in those markets.

In the United States, the SEC is the federal agency responsible for the administration of the federal securities laws.

Perella Weinberg Partners LP, through which we (i) conduct strategic advisory and restructuring services in the United States and (ii) engage in private placements of securities and investment banking mergers and acquisitions advisory services and Tudor, Pickering, Holt & Co.

Securities, LLC (“TPH Securities”), through which we conduct equity research and sales and market making in the United States are registered as broker-dealers with, and are subject to regulation and oversight by, the SEC.

In addition, the Financial Industry Regulatory Authority (“FINRA”), a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities of, its member firms, including Perella Weinberg Partners LP and TPH Securities.

TPH Securities is also a member of several national securities exchanges, which also adopt rules and enforce compliance with their own rules and the federal securities laws.

State securities regulators also have regulatory or oversight authority over Perella Weinberg Partners LP and TPH Securities.

Broker-dealers are subject to regulations that cover all aspects of the securities business, including trading practices, order handling, best execution, anti-money laundering, handling of material non-public information, safeguarding data, reporting, record retention, market access and the conduct and qualifications of its officers, directors, employees and other associated persons.

In particular, as registered broker-dealers and members of a self-regulatory organization, our U.S.

broker-dealer subsidiaries are subject to the SEC's uniform net capital rule, Rule 15c3-1.

Rule 15c3-1 specifies the minimum level of net capital a broker-dealer must maintain and also requires that a significant part of a broker-dealer's assets be kept in relatively liquid form.

The SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, limit the ratio of subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances.

Additionally, the SEC's uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for certain withdrawals of capital.

Any failure to comply with applicable broker-dealer rules or regulations could have a material adverse effect on the operation of our business, financial condition and operating results.

In addition to the regulation we are subject to in the United States, we are also subject to regulation internationally.

Perella Weinberg UK Limited (“PWP U.K.”) is authorized and regulated by the Financial Conduct Authority (“FCA”) and, as a limited license Prudential sourcebook for Investment Firms investment firm, is required to maintain, as a minimum, regulatory capital of the greater of:

(a) its base capital requirement of €50,000;

(b) the sum of its market and credit risk requirements;

or (c) one-quarter of PWP U.K.'s annual fixed overheads calculated in accordance with European Union laws that have implemented the European Banking Authority's regulatory technical standards.

Tudor, Pickering, Holt & Co.

Securities Canada, ULC (“TPH Canada”) is registered as an investment dealer with the provincial securities regulators in the Canadian provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan, with the Alberta Securities Commission being TPH Canada's principal regulator under the passport system adopted by Canada's provincial and territorial securities regulators.

TPH Canada is also a dealer member of the Investment Industry Regulatory Organization of Canada (“IIROC”), which adopts and enforces rules governing the capital, business conduct, record keeping, trading, individual registration and proficiency, governance, and examines the activities of, its member firms.

Per IIROC's rules, TPH Canada is subject to a minimum capital requirement of $250,000 Canadian dollars, with additional capital requirements when TPH Canada participates in deal financings or executes trades outside of its carrying broker relationship.

Certain parts of our business are subject to compliance with laws and regulations of U.S.

federal and state governments, non-U.S.

governments, their respective agencies and/or various self-regulatory organizations or exchanges relating to, among other things, the privacy of client information, and any failure to comply with these regulations could expose us to liability and/or reputational damage.

Failure to comply with any laws, rules or regulations could result in administrative or court proceedings, censures, fines, penalties, judgments, disgorgement, restitution and censures, suspension or expulsion from a certain jurisdiction, self-regulatory organization or market, the revocation or limitation of licenses, the issuance of cease-and-desist orders or injunctions or the suspension or disqualification of the entity and/or its officers, employees or other associated persons.

government agencies and self-regulatory organizations, as well as state securities commissions in the United States, are empowered to conduct periodic examinations and initiate administrative proceedings that can result in censure, fines, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer or its directors, officers or employees.

These administrative or court proceedings, whether or not resulting in adverse findings, can require substantial expenditures of time and money and can have an adverse impact on a firm's reputation, customer relationship and profitability.

broker-dealer subsidiaries, like most other broker-dealers, have from time to time been the subject of requests for information and documents from the SEC, FINRA and other regulators.

We have cooperated and complied in all material respects with any such requests for information and documents.

The Bank Secrecy Act (the “BSA”), as amended by the USA PATRIOT Act of 2001, the Anti-Money Laundering Act of 2021, and the Treasury Department's and FINRA's implementing regulations require each of Perella Weinberg Partners LP and TPH Securities, as broker-dealers, to establish and maintain an anti-money laundering program, file suspicious activity and other reports and comply with certain record-keeping requirements.

Under the BSA, a financial institution's anti-money laundering program must include policies, procedures and controls, employee training, the designation of an anti-money laundering compliance officer, periodic independent testing and customer due diligence and monitoring.

PWP's non-U.S.

subsidiaries are required to comply with similar non-U.S.

laws and regulations designed to deter and detect money laundering and the financing of terrorism.

Failure to comply with these requirements may result in reputational damage as well as monetary, regulatory and, in certain cases, criminal penalties.

In support of U.S.

foreign policy and national security goals, the Treasury Department's Office of Foreign Assets Control (“OFAC”), administers and enforces economic and trade sanctions against targeted foreign countries and regimes, terrorists, international narcotics traffickers, and those engaged in activities related to the proliferation of weapons of mass destruction and other threats to the national security, foreign policy or economy of the United States.

Among other OFAC sanctions programs, comprehensive sanctions and embargoes target certain countries and geographic regions (“Sanctioned Countries”) and their governments.

We are generally prohibited from engaging in transactions involving any Sanctioned Country, its government or entities owned or controlled by a Sanctioned Country's government or persons or entities located in a Sanctioned Country, unless such activity is licensed or otherwise permissible.

OFAC's “list-based” sanctions are imposed on individuals and entities designated under various programs for certain activities, including those referenced above.

The names of individuals and entities designated under OFAC's list-based sanctions programs are generally placed on OFAC's List of Specially Designated Nationals and Blocked Persons (parties included on such list, “SDNs”) or similar lists.

Assets of SDNs are blocked, and we are generally prohibited from dealing with them.

In addition, any property, including a company that is 50 percent or more owned, directly or indirectly, by one or more SDNs in the aggregate, is blocked property.

We must also comply with the economic sanctions and embargo programs administered by the United Nations Security Council and certain governmental agencies outside the United States.

A violation of a sanctions or embargo program could subject us, and individual employees, to reputational damage and regulatory enforcement actions as well as significant civil and criminal penalties.

The Foreign Corrupt Practices Act (“FCPA”) the UK Bribery Act 2010 (the “UK Bribery Act”) and other applicable laws and regulations prohibit the payment of bribes to foreign government officials and political figures.

The FCPA prohibits us from making or offering to make any payment, or giving anything of value, to a foreign official for the purpose of influencing that official to assist us in obtaining or retaining an improper business advantage.

The FCPA has a broad reach, covering all U.S.

companies and citizens doing business abroad, among others, and defining as foreign officials not only those holding public office but also individuals acting in an official capacity for or on behalf of foreign government-run, -owned or -controlled organizations or public international organizations.

The FCPA also requires issuers of U.S.

securities to maintain accurate books and records and adequate internal controls to prevent and detect possible FCPA violations.

The UK Bribery Act prohibits us from bribing, accepting bribes or making other prohibited payments to government officials or other persons (i.e., within the public or private sector) in order to obtain or retain business or gain some other business advantage.

These offenses under the UK Bribery Act apply to acts or omissions that take place in the United Kingdom (“U.K.”) or outside the U.K., where the person's act or omission would constitute an offence if carried out in the U.K.

and the person has a close connection with the U.K.

The UK Bribery Act also establishes a corporate offense of failing to prevent bribery by an associated party, which can be committed regardless of where the offense takes place.

We maintain policies and procedures designed to prevent bribery, but such policies and procedures may not be effective in all instances to prevent violations.

A violation could subject us, and individual employees, to reputational damage and regulatory enforcement actions as well as significant civil and criminal penalties.

We can incur higher costs and face greater compliance risks in structuring and operating our businesses to comply with any of the foregoing regulatory requirements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business